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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 55 added, 57 removed, 123 unchanged (48% of the section changed)

13 unchanged sentences

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

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

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

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

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

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

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

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

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, our independent registered public accounting firm, as stated in their report in Part II, Item 8 of this Annual Report on Form 10-K.

44 unchanged sentences

Exhibit Number Exhibit Description Filed or Furnished Herewith

2.1 Share Purchase Agreement, dated as of September 14, 2023, by and among Playtika Ltd., G.S.

InnPlay Labs Ltd.

and the shareholders of InnPlay Labs Ltd.

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

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

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

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

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

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

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

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4.4 Description of Securities (incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 26, 2021)

4.5 Indenture, dated March 11, 2021, among Playtika Holding Corp., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, as filed with the SEC on March 11, 2021)

4.6 Form of 4.250% Senior Notes due 2029 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, as filed with the SEC on March 11, 2021)

4.7 First Supplemental Indenture and Subsidiary Guarantee, dated August 26, 2021, among Playtika Holding Corp., Playtika ST Holding GmbH, Seriously Digital Entertainment Oy, Supertreat GmbH, Wooga GmbH, Wooga ParentCo DE GmbH and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on November 4, 2021)

4.8 Second Supplemental Indenture and Subsidiary Guarantee, dated January 21, 2025, among Playtika Holding Corp., G.S Innplay Labs Ltd, Screenshake Ltd, Simple Play Ltd, SuperPlay Ltd, SuperPlay Games LLC and Wilmington Trust, National Association, as trustee

4.9 Stockholders Agreement dated July 11, 2022, between Playtika Holding Corp.

and Joffre Palace Holdings Limited (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 11, 2022)

10.1 Form of Indemnification Agreement between Playtika Holding Corp.

and its directors and officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.2# Playtika Holding Corp.

2021-2024 Retention Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.3# Amendment No.

1 to Playtika Holding Corp.

2021-2024 Retention Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.4# Form of Executive Retention Award Agreement under 2021-2024 Playtika Holding Corp.

Retention Plan (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.5# Form of Non-Executive Retention Award Agreement under 2021-2024 Playtika Holding Corp.

Retention Plan (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.6# Form of Executive Appreciation Unit Award Agreement under 2021-2024 Playtika Holding Corp.

Retention Plan (incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.7# Form of Non-Executive Appreciation Unit Award Agreement under 2021-2024 Playtika Holding Corp.

Retention Plan (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.8# Form of Amendment to Playtika Holding Corp.

2021-2024 Retention Plan Agreements dated June 26, 2020 with U.S.

Executives (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.9# Amendment to Appreciation Unit Award Agreements under 2021-2024 Playtika Holding Corp.

Retention Plan between Playtika Holding Corp.

and Robert Antokol (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.10# 2020 Incentive Award Plan, including Sub-Plan for Israeli Participants (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.11# Amendment No.

1 to Playtika Holding Corp.

2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.12# Form of Restricted Stock Unit Agreement under 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.13# Form of Restricted Stock Unit Agreement for Israeli Participants under 2020 Incentive Award Plan (incorporated by reference herein to Exhibit 10.20 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.14# Form of Stock Option Agreement under 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.15# Form of Stock Option Agreement for Israeli Participants under 2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.16# Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.23 to Amendment No.

1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on January 7, 2021)

10.1 Credit Agreement, dated as of December 10, 2019, among Playtika Holding Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other parties thereto (incorporated herein by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

5 unchanged sentences

2, dated as of January 15, 2021, among Playtika Holding Corp., the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other parties thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on January 20, 2021)

10.1.4 Incremental Assumption Agreement No.

3 and Second Amendment to Credit Agreement, dated as of March 11, 2021, among Playtika Holding Corp., the subsidiary guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 11, 2021)

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

10.1.6 Fourth Amendment to Credit Agreement, dated as of April 23, 2025, among Playtika Holding Corp., the subsidiary guarantors party thereto, the lenders party thereto and UBS AG, Stamford Branch (as successor in interest to Credit Suisse AG, Cayman Islands Branch), as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on April 25, 2025)

10.1.7 Incremental Assumption Agreement No.

4 and Fifth Amendment to Credit Agreement, dated as of February 16, 2026, among Playtika Holding Corp., the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A.

(as successor in interest to UBS AG, Stamford Branch, as successor in interest to Credit Suisse AG, Cayman Islands Branch), as administrative agent and collateral agent (incorporat ed herein by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K , as filed with the SEC on February 17, 2026)

10.2 Form of Indemnification Agreement between Playtika Holding Corp.

and its directors and officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

Exhibit Number Exhibit Description Filed or Furnished Herewith

10.3 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.23 to Amendment No.

1 to the Company’s Registration Statement on Form S-1, as filed with the SEC on January 7, 2021)

10.4 Share Purchase Agreement, dated as of September 14, 2023, by and among Playtika Ltd., G.S.

InnPlay Labs Ltd.

and the shareholders of InnPlay Labs Ltd.

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

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

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

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

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

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

10.5.1 First Amendment to Share Purchase Agreement, dated as of January 16, 2025, by and among Playtika Holding Corp., Playtika Ltd., SuperPlay Ltd., the shareholders of SuperPlay Ltd.

and Gigi Levy-Weiss, as the shareholder representative

10.5.2 Second Amendment to Share Purchase Agreement, dated as of May 29, 2025, by and among Playtika Holding Corp., Playtika Ltd., SuperPlay Ltd., the shareholders of SuperPlay Ltd.

and Gigi Levy-Weiss, as the shareholder representative (incorporated herein by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2025)

10.5.3 Third Amendment to Share Purchase Agreement, dated as of January 13, 2026, by and among Playtika Holding Corp., Playtika Ltd., SuperPlay Ltd., the shareholders of SuperPlay Ltd.

and Gigi Levy-Weiss, as the shareholder representative

10.6# 2020 Incentive Award Plan, including Sub-Plan for Israeli Participants (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.6.1# Amendment No.

1 to Playtika Holding Corp.

2020 Incentive Award Plan (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.6.2# Form of Restricted Stock Unit Agreement under 2020 Incentive Award Plan (U.S.

Non-Executives)

10.6.3# Form of Restricted Stock Unit Agreement under 2020 Incentive Award Plan (U.S.

10.6.4# Form of Restricted Stock Unit Agreement under 2020 Incentive Award Plan (Israel 102 Non-Executives)

10.6.5# Form of Restricted Stock Unit Agreement under 2020 Incentive Award Plan (Israel 102 Executives)

10.6.6# Form of Restricted Stock Unit Agreement under 2020 Incentive Award Plan (Israel 3(i))

10.6.7# Form of Restricted Stock Unit Agreement under 2020 Incentive Award Plan (Non-Israel Global)

10.6.8# Form of Stock Option Agreement under 2020 Incentive Award Plan (U.S.)(incorporated herein by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.6.9# Form of Stock Option Agreement under 2020 Incentive Award Plan (Israel 102)(incorporated herein by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1, as filed with the SEC on December 18, 2020)

10.6.10# Form of Performance Stock Unit Agreement under 2020 Incentive Award Plan (U.S.)

10.6.11# Form of Performance Stock Unit Agreement under 2020 Incentive Award Plan (Israel)

10.7# Employment Agreement, dated as of December 20, 2011, by and between Playtika Ltd.

2 unchanged sentences

and Robert Antokol (incorporated herein by reference to Exhibit 10.21.1 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 28, 2023)

10.7.2# Amendment to Employment Agreement, dated as of April 22, 2025, by and between Playtika Ltd.

and Robert Antokol (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on May 8, 2025)

10.8# Employment Agreement, dated as of March 15, 2017, by and between Playtika Ltd.

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

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

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

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

10.9# Employment Agreement, dated as of November 30, 2022, by and between Playtika Ltd.

and Gili Brudno (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on May 4, 2023)

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

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

2 unchanged sentences

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

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

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

19.1 P laytika Holding C orp.

Insider Trading Compliance Policy

10.11.1# Amendment to Employment Agreement, dated as of April 22, 2025, by and between Playtika Ltd.

and Ariel Sandler (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on May 8, 2025)

19.1 Playtika Holding Corp.

Insider Trading Compliance Policy (incorporated herein by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 27, 2025)

21.1 List of Significant Subsidiaries of the Registrant

Exhibit Number Exhibit Description Filed or Furnished Herewith

23.1 Consent of Independent Registered Public Accounting Firm

4 unchanged sentences

97.1 Playtika Holding Corp.

Policy for Recovery of Erroneously Awarded Compensation

Policy for Recovery of Erroneously Awarded Compensation (incorporated herein by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K, as filed with the SEC on February 26, 2024)

101.INS XBRL Inline Instance Document X

18 unchanged sentences

Craig Abrahams (principal financial officer)

Vanke Chief Accounting Officer (principal accounting officer)

/s/ Erez Hershkovitz Chief Accounting Officer (principal accounting officer)

Erez Hershkovitz

/s/ Marc Beilinson Director

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures