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What changed in Playtika Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Playtika Holding Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+541 added−567 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Playtika Holding Corp.'s 2025 10-K

541 paragraphs added · 567 removed · 402 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

65 edited+21 added−18 removed56 unchanged
Biggest changeOverview of Top 10 Games • Bingo Blitz is a bingo adventure where users progress through various levels in the theme of major global cities and are able to connect with others to earn virtual items and bonuses, including additional virtual coins and power-ups. • Slotomania is a premier social slots game with an inventory of over 250 original slot games where players earn in-game virtual rewards and virtual coins and have the ability to purchase virtual items, including virtual coins, boosts and other items to further their progression and unlock more virtual rewards. • Solitaire Grand Harvest modernizes the classic solitaire game by adding new elements and challenges. • June’s Journey is a hidden object game that is set in the 1920’s, where players step into the role of amateur detective June Parker to investigate mysterious quests. • House of Fun features an inventory of over 300 games, including a catalogue of uniquely themed games, with a standard leveling system where players earn virtual in-game items including virtual rewards, bonuses and coins progressing through various missions that are updated regularly. • World Series of Poker is the official social app of the World Series of Poker and allows players to compete with friends and other players to win their own virtual World Series of Poker Bracelet. • Caesars Slots features an inventory of over 200 slot games developed to have a look and feel similar to those played in casinos, including high roller lounges only accessible to those with a certain amount of virtual coins. • Best Fiends is a classic match-3 game with RPG-like character development featuring an expansive story set in the mystical world of Minutia. • Animals and Coins is a luck-battle game where players build and defend their treasure islands while collecting coins and raiding friends’ and other players’ bases to become ruler of the animal kingdom. • Governor of Poker 3 is a multiplayer Texas hold’em game where players compete in various poker formats within a Wild West-themed setting. *SuperPlay Ltd.’s games are not included in this list as the studio was acquired in November 2024.
Biggest changeOverview of Top 10 Games (listed alphabetically) • Bingo Blitz is a bingo adventure where users progress through various levels in the theme of major global cities and are able to connect with others to earn virtual items and bonuses, including additional virtual coins and power-ups. • Caesars Slots features an inventory of over 200 slot games developed to have a look and feel similar to those played in casinos, including high roller lounges only accessible to those with a certain amount of virtual coins. • Dice Dreams is a coin looter game where players roll dice to earn virtual in-game coins and rewards used to build and upgrade their kingdoms, advance through levels, and engage in social interactions with other players. • Disney Solitaire offers a fresh take on the classic TriPeaks solitaire game, featuring Disney and Pixar–themed content, in which players progress through levels with iconic characters and nostalgic moments to earn in-game rewards. • Domino Dreams reinvents classic dominoes game with matching puzzles to earn rewards and stars to build and restore royal kingdoms as they progress through challenging levels. • House of Fun features an inventory of over 300 games, including a catalogue of uniquely themed games, with a standard leveling system where players earn virtual in-game items including virtual rewards, bonuses and coins progressing through various missions that are updated regularly. • June’s Journey is a hidden object game that is set in the 1920’s, where players step into the role of amateur detective June Parker to investigate mysterious quests. • Slotomania is a premier social slots game with an inventory of over 300 original slot games where players earn in-game virtual rewards and virtual coins and have the ability to purchase virtual items, including virtual coins, boosts and other items to further their progression and unlock more virtual rewards. • Solitaire Grand Harvest modernizes the classic solitaire game by adding new elements and challenges. • World Series of Poker is the official social app of the World Series of Poker and allows players to compete with friends and other players to win their own virtual World Series of Poker Bracelet.
This may require us to expend substantial resources, modify our games, or block users from a particular jurisdiction, each of which would harm our business, financial condition, and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business.
This may require us to expend substantial resources, modify our games, or block users from a particular jurisdiction, each of which would harm our business, financial condition, and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business.
For additional information, please see the sections titled “ Risk Factors—Risks Related to Our Business—Changes to digital platforms’ rules, including those relating to “loot boxes,” or the potential adoption of regulations or legislation impacting loot boxes, could require us to make changes to some of our games’ economies or design, which could negatively impact the monetization of these games reducing our revenue s,” “ Risk Factors—Risks Related to Our Business—Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations ,” and “ Risk Factors—Risks Related to Our Business—Legal and regulatory restrictions on the use of incentivized marketing may negatively impact our business or results of operations .” Data Privacy and Security We are an Israeli headquartered company with users around the globe.
For additional information, please see the sections titled “ Risk Factors—Risks Related to Our Business—Changes to digital platforms’ rules, including those relating to “loot boxes,” or the potential adoption of regulations or legislation impacting loot boxes, could require us to make changes to some of our games’ economies or design, which could negatively impact the monetization of these games reducing our revenue s,” “ Risk Factors—Risks Related to Our Business—Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations ,” and “ Risk Factors—Risks Related to 15 Our Business—Legal and regulatory restrictions on the use of incentivized marketing may negatively impact our business or results of operations .” Data Privacy and Security We are an Israeli headquartered company with users around the globe.
See “ Risk Factors—Risks Related to Intellectual Property .” Government Regulation We are subject to various state, federal and international laws and regulations that apply to companies operating online, including over the internet and mobile platforms, such as those relating to privacy, data security, consumer protection, protection of minors, online safety, advertising and marketing, intellectual property, competition, and taxation, among others, 13 all of which are continuously evolving and developing.
See “ Risk Factors—Risks Related to Intellectual Property .” Government Regulation We are subject to various state, federal and international laws and regulations that apply to companies operating online, including over the internet and mobile platforms, such as those relating to privacy, data security, consumer protection, protection of minors, online safety, advertising and marketing, intellectual property, competition, and taxation, among others, all of which are continuously evolving and developing.
In any event, the use of paid loot boxes can result in an increasing burden of regulatory compliance and operation restrictions as a result of consumer and advertising laws and regulations, the requirements of platform owners (such as Apple and Google), and the introduction of industry standards and practices, such as the Game Industry Promotion Act in South Korea and the California Bill A.B. 2426, or the guiding principles published by the UK government in 2023 (the UK Principles).
In any event, the use of paid loot boxes can result in an increasing burden of regulatory compliance and operation restrictions as a result of consumer and advertising laws and regulations, the requirements of platform owners (such as Apple and Google), and the introduction of industry standards and practices, such as the Game Industry Promotion Act in South Korea and California A.B. 2426, or the guiding principles published by the UK government in 2023 (the UK Principles).
Although we have not experienced a material impact on our business, financial condition or results of operations due to limited revenues we currently have on the affected platform and in the affected jurisdictions, if our platform providers, particularly the iOS App Store, Facebook, of Google Play Store, take these actions in jurisdictions that are significant to our operations, it would be harmful to our business.
Although we have not experienced a material impact on our business, financial condition or results of operations due to limited revenues we currently have on the affected platform or in the affected jurisdictions, if our platform providers, particularly the iOS App Store, Facebook, of Google Play Store, take these actions in jurisdictions that are significant to our operations, it would be harmful to our business.
Calls for legislation have been fueled by complaints from parents whose children have incurred sizeable charges online purchasing virtual currency, “lives” or “power-ups” in order to continue to play or further advance in games advertised as being “free to play.” In December 2022, Epic Games and the U.S.
Calls for legislation have been fueled by complaints from parents whose children have incurred sizeable charges online purchasing virtual currency, “lives” or “power-ups” in order to continue to play or further advance in games advertised as being “free to play.” For example, in December 2022, Epic Games and the U.S.
Shortly thereafter, Slotomania was blocked from the Google Play Store in Indonesia, although it has since been reinstated. We were also notified in December 2024 by a third party platform that it would be challenging the offering of social casino games on its platform in the State of Washington.
Shortly thereafter, Slotomania was blocked from the Google Play Store in Indonesia, although it has since been reinstated. We were also notified in December 2024 by a third party platform that it would be challenging the offering of social casino-themed games on its platform in the State of Washington.
It is also likely that as our business grows and evolves and our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. The scope and interpretation of the laws and regulations that are or may be applicable to us are often uncertain and may conflict.
It is also likely that as our business grows and evolves and our games are played in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. The scope and 13 interpretation of the laws and regulations that are or may be applicable to us are often uncertain and may conflict.
These types of opposition efforts could lead to a prohibition on social gaming or social casino gaming altogether, restrict our ability to advertise our games or substantially increase our costs to comply with regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition.
These types of opposition efforts could lead to a prohibition on social gaming or social casino-themed gaming altogether, restrict our ability to advertise our games or substantially increase our costs to comply with regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition.
Additionally, the U.S. Court of Appeals for the Ninth Circuit decided that a social casino game produced by one of our competitors should be considered illegal gambling under Washington state law. Similar lawsuits were filed against other defendants, including us.
Additionally, the U.S. Court of Appeals for the Ninth Circuit decided that a social casino-themed game produced by one of our competitors should be considered illegal gambling under Washington state law. Similar lawsuits were filed against other defendants, including us.
However, there is significant opposition in some jurisdictions to social gaming, including social casino gaming, and some jurisdictions have expressed concern that social casino games, in particular, present significant risks of encouraging gambling behavior especially with respect to children and people who already have gambling problems.
However, there is significant opposition in some jurisdictions to social gaming, including social casino-themed gaming, and some jurisdictions have expressed concern that social casino-themed games, in particular, present significant risks of encouraging gambling behavior especially with respect to children and people who already have gambling problems.
Anti-gaming groups in several states and countries have specifically targeted social casino games, which could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern social gaming or social casino gaming specifically.
Anti-gaming groups in several states and countries have specifically targeted social casino-themed games, which could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern social gaming or social casino-themed gaming specifically.
In April 2018, a putative class action lawsuit was filed against us in federal district court, alleging substantially the same causes of action against our social casino games. In August 2020, we entered into a settlement agreement to settle this matter, which was approved by the court in February 2021.
In April 2018, a putative class action lawsuit was filed against us in federal district court in Washington, alleging substantially the same causes of action against our social casino-themed games. In August 2020, we entered into a settlement agreement to settle this matter, which was approved by the court in February 2021.
We cannot predict the outcome of these lawsuits and these lawsuits, or similar suits in the future, could cause Google, Apple, Facebook, or other third-party platform providers to deny our social casino games access to their platforms or the platforms could seek to pass on liability, including defense costs, for these suits to us under the indemnity provisions in our agreements with such platforms, which could have a material adverse effect on our business.
We cannot predict the outcome of these lawsuits and these lawsuits, or similar suits in the future, could cause Google, Apple, Facebook, or other third-party platform providers to deny certain of our games access to their platforms or the platforms could seek to pass on liability, including defense costs, for these suits to us under the indemnity provisions in our agreements with such platforms, which could have a material adverse effect on our business.
Some of our games are based upon traditional casino games, such as slots and poker. We believe that our games and game features do not constitute gambling and are intended for entertainment purposes only. Our games do not offer an opportunity to win real money.
Some of our games are based upon traditional casino games, such as slots and poker. We believe that our games and game features do not constitute gambling and are intended for entertainment purposes only. Our games do not offer an opportunity to win real money within the game.
More recently, in August 2024, a class action lawsuit was filed in the state of Washington against Dream Games, the developer of the mobile game "Royal Match" alleging that their game violates Washington State gambling laws and consumer protection laws. The case is currently proceeding in court.
In August 2024, a class action lawsuit was filed in the state of Washington against Dream Games, the developer of the mobile game "Royal Match" alleging that their game violates Washington State gambling laws and consumer protection laws. The case is currently proceeding in court.
High Five Games, a social casino game 14 company that was also sued in federal district court for substantially the same causes of action, opted to continue litigation rather than settle following the Ninth Circuit’s ruling.
High Five Games, a social casino-themed game company that was also sued in federal district court for substantially the same causes of action, opted to continue litigation rather than settle following the Ninth Circuit’s ruling.
As we continue to expand our portfolio through the acquisition of additional studios and the development of new games, we expect to incur increased operating expenses associated with games that are still in the early stages of their lifecycle.
As we continue to expand our portfolio through the acquisition of additional studios and/or the development of new games, we expect to incur increased operating expenses associated with games that are in the early stages of their lifecycle.
After several years of legal proceedings, in September 2024, a court ruled that two of High Five Games’ slot-themed games constituted illegal gambling under Washington law. As a result, the company was ordered to pay $24.9 million.
After several years of legal 14 proceedings, in September 2024, a court ruled that two of High Five Games’ slot-themed games constituted illegal gambling under Washington law. As a result, the company was ordered to pay $24.9 million in February 2025.
Consequently, our business is subject not 15 only to the Israeli Protection of Privacy Law, 5741-1981 (the “PPL”), and the Privacy Protection Regulations (Data Security), 5777-2017, but also to a number of U.S. and international laws and regulations governing data privacy and security, including with respect to the collection, processing, storage, use, transmission, sharing, and protection of personal information and other consumer data.
Consequently, our business is subject not only to the Israeli Protection of Privacy Law, 5741-1981 as amended (the “PPL”), and the Privacy Protection Regulations (Data Security), 5777-2017, but also to a larger number of U.S. and international laws and regulations governing data privacy and security, including with respect to the collection, processing, storage, use, transmission, sharing, and protection of personal information and other consumer data.
On January 15, 2021, we became a publicly traded company with our common stock traded on the Nasdaq Global Select Market under the ticker symbol “PLTK.” Our Core Strengths Portfolio of sustainable, top grossing games with a loyal user base Our strategy is to focus on a portfolio of games that we believe have the potential for high revenues and longevity that we can continue to grow through our live operations expertise.
We were founded in Israel in 2010 and on January 15, 2021, we became a publicly traded company with our common stock traded on the Nasdaq Global Select Market under the ticker symbol “PLTK.” Our Core Strengths Portfolio of sustainable, top grossing games with a loyal user base Our strategy is to focus on a portfolio of games that we believe have the potential for high revenues and longevity that we can continue to grow through our live operations expertise.
There are also a number of additional services we provide to studios, based on their game’s needs and strategies, including: • Digital Studio: A developing suite of advanced and easy to use tools to maximize efficiency and designed to enhance revenue by personalizing the player experience; • Player Journey: Proprietary software that allows game operators to create and deploy personalized game content in real-time without extensive software development; • Campaign Manager: Suite of tools and systems enabling outbound communication with players (push notifications, email, SMS, social networks, etc.); • Marketing Suite: Enhanced data-driven tools for managing user acquisition and retargeting campaigns, based on Lifetime Value predictions and budget allocation recommendations models driven by AI, reducing operation time and increasing efficiency; operates ad-monetization activities by managing automatic and manual auctions and bids; • AB Boost: An end-to-end system for planning, executing, an analyzing experiments for AB testing, offers automation and optimization using statistical calculations and AI recommendations; • Artificial Intelligence / Machine Learning: Software and algorithms to support artificial intelligence and machine learning models to enhance and supplement traditional data analytics; • Customer Service: Additional tools and software for customer relationship management, account management, and customer service activities; and • Back Office Services Software (BOSS): Complete suite of back-office support software that helps manage day-to-day game operations and configurations in one place.
There are also a number of additional services we provide to studios, based on their game’s needs and strategies, including: • The set of gaming operation tools described above which can be used to maximize efficiency and designed to enhance revenue by personalizing the player experience; • Player Journey: Proprietary software and AI-driven tools that allows game operators to create and deploy personalized game content in real-time, without extensive software development; • Campaign Manager: Suite of tools and systems enabling outbound communication with players (push notifications, email, SMS, social networks, etc.); • Marketing Suite: Enhanced data-driven tools for managing user acquisition and retargeting campaigns, based on Lifetime Value predictions and budget allocation recommendations models driven by AI, reducing operation time and increasing efficiency; operates ad-monetization activities by managing automatic and manual auctions and bids; • AB Boost: An end-to-end system for planning, executing, an analyzing experiments for AB testing, offers automation and optimization using statistical calculations and AI recommendations; • Artificial Intelligence / Machine Learning: Software and algorithms to support artificial intelligence and machine learning models to enhance and supplement traditional data analytics; • Customer Service: Additional tools and software for customer relationship management, account management, and customer service activities; and • Back Office Services Software (BOSS): Suite of back-office support software that helps manage day-to-day game operations and configurations in one place.
We have also made acquisitions to bring certain marketing capabilities in house to increase our effectiveness. Payback period-oriented approach to user acquisition Our disciplined user acquisition strategy is centered on a payback period approach, which focuses on user monetization efforts that recoups our marketing spend during a reasonable timeframe.
We have also brought certain marketing capabilities in house through acquisitions to increase our effectiveness. Payback period-oriented approach to user acquisition Our disciplined user acquisition strategy is centered on a payback period approach, which focuses on user monetization efforts that recoups our marketing spend during a reasonable timeframe.
Such laws and regulations may be inconsistent across jurisdictions or conflict with other rules. The applicability of these laws and regulations to us, and their scope and interpretation, are often uncertain, particularly with respect to laws and regulations outside the United States. For example, the European Union has adopted strict data privacy and security regulations.
Such laws and regulations may be inconsistent across jurisdictions or conflict with other rules. The applicability of these laws and regulations to us, and their scope and interpretation, are often uncertain. For example, the European Union has adopted strict data privacy and security regulations.
States such as Colorado, Delaware, Iowa, Florida, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Texas, Utah and Virginia have already enacted similar legislation to the CCPA, and other states including Indiana, Kentucky, Maryland, Minnesota, Rhode Island and Tennessee have passed similar laws that are set to go into effect in the upcoming months and years.
States such as Colorado, Delaware, Iowa, Florida, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Texas, Utah, Indiana, Kentucky, Maryland, Minnesota, Rhode Island, Tennessee and Virginia have already enacted similar legislation to the CCPA, and other states may pass similar laws that are set to go in the upcoming months and years.
Our attractive margin profile is driven by our ability to retain paying users over the long term, our ownership of substantially all of the intellectual property used in our mobile games, and financial discipline.
Our attractive margin profile is driven by our ability to retain paying users over the long term, our ownership of a majority of the intellectual property used in our mobile games, and financial discipline.
Federal Trade Commission (the “FTC”), announced a settlement, in which, among other things, Epic Games agreed to pay $245 million to the FTC relating to in-game purchases in Epic Game’s popular Fortnite game. This may result in legislation affecting how we advertise, operate, and earn revenues in games with these features.
Federal Trade Commission (the “FTC”), announced a settlement, in which, among other things, Epic Games agreed to pay $245 million to the FTC relating to in-game purchases in Epic Game’s popular Fortnite game. These developments may affect how we advertise, operate, and earn revenues in games with these features.
We have made significant investments in our measurement and re-targeting capabilities, and intend to continue to focus on these capabilities, particularly as many of our games were released several years ago. We leverage these investments to create personalized retargeting campaigns to re-engage former users.
We have made significant investments in our measurement and re-targeting capabilities, and intend to continue to focus on these capabilities, particularly as many of our games were released several years ago. We leverage these investments to create retargeting campaigns that are more relevant and optimized to re-engage former users.
On the broadest scale, we compete for the leisure time, attention and discretionary spending of our players versus 12 other forms of offline and online entertainment, including social media, reading and other video games on the basis of a number of factors, including quality of player experience, breadth and depth of gameplay, ability to create or license compelling content, brand awareness and reputation and access to distribution channels.
On the broadest scale, we compete for the leisure time, attention and discretionary spending of our players versus other forms of offline and online entertainment, including social media, reading and other video games on the basis of a number of factors, including quality of player experience, breadth and depth of gameplay, ability to create or license compelling content, brand awareness and reputation and access to distribution channels. 12 We believe these factors, among other things, enable us to compete effectively in the market.
As of December 31, 2024, we owned approximately 1,162 registered trademarks in the United States, and approximately 1,145 registered trademarks in jurisdictions outside of the United States. Additionally, many of the feature elements of our games, including game characters, are subject to copyright protection.
As of December 31, 2025, we owned approximately 1,139 registered trademarks in the United States, and approximately 1,205 registered trademarks in jurisdictions outside of the United States. Additionally, many of the feature elements of our games, including game characters, are subject to copyright protection.
This results in a superior margin profile and cash flow that we can use to reinvest in acquisitions and our business. 11 Our Portfolio of Games Our portfolio includes 27 games, 14 of which we actively manage and promote, and our top ten games collectively represented 94.1% of our revenues for the year ended December 31, 2024.
This results in a superior margin profile and cash flow that we can use to reinvest in acquisitions and our business. 11 Our Portfolio of Games Our portfolio includes 27 games, 15 of which we actively manage and promote, and our top ten games collectively represented 90.2% of our revenues for the year ended December 31, 2025.
We invest heavily in research and development, and, as of December 31, 2024, approximately 75% of our employees are employed in research and development, which enables us to consistently introduce updates and enhancements to our games, which we strive to do on an effective basis.
We invest heavily in research and development, and, as of December 31, 2025, approximately 74% of our employees were employed in research and development, which enables us to consistently introduce updates and enhancements to our games, which we strive to do on an effective basis.
We provide our game studios with various technical functionalities and live operations services that help to enable our games to run at scale and rapidly incorporate the latest available functional enhancements. 8 Our financial discipline drives our success and provides us greater flexibility to deploy capital Our attractive margin profile is driven by our ability to retain paying users over the long term, our ownership of substantially all of the intellectual property used in our mobile games, and financial discipline.
We provide our game studios with various technical functionalities and live operations services that help to enable our games to run at scale and rapidly incorporate the latest available functional enhancements, including AI and automation tools which help drive efficiency and optimization. 8 Our financial discipline drives our success and provides us greater flexibility to deploy capital Our attractive margin profile is driven by our ability to retain paying users over the long term, our ownership of a majority of the intellectual property used in our mobile games, and financial discipline.
We focus on efficiently acquiring users that can be active for long periods of time. We acquire users from more than 40 different sources, including mobile ad networks, search and social networks. Re-targeting We use re-targeting campaigns to reactivate our inactive users.
We focus on efficiently acquiring users that can be active for long periods of time. We acquire users from a wide range of sources, including mobile ad networks, search and social networks. Re-targeting We use re-targeting campaigns to reactivate our inactive users.
Our two largest games, Slotomania and Bingo Blitz , generated approximately 45% of our revenues for the year ended December 31, 2024.
Our two largest games, Bingo Blitz and Slotomania , generated approximately 35% of our revenues for the year ended December 31, 2025.
We consider acquisitions as a pivotal strategy for increasing our mobile game offerings and enhancing the diversity and strength of our portfolio.
Acquisitions have historically served as a pivotal strategy for increasing our mobile game offerings and enhancing the diversity and strength of our portfolio.
Our Daily Payer Conversion increased from 3.6% in the year ended December 31, 2023, to 3.8% in the year ended December 31, 2024, and our ARPDAU increased from $0.81 in the year ended December 31, 2023, to $0.86 in the year ended December 31, 2024.
Our Daily Payer Conversion increased from 3.8% in the year ended December 31, 2024, to 4.4% in the year ended December 31, 2025, and our ARPDAU increased from $0.86 in the year ended December 31, 2024, to $0.89 in the year ended December 31, 2025.
Our technology platform includes: • Digital Studio suite, which is being developed to use digital and AI technologies to optimize marketing, game operations and monetization, including generative AI models for efficient art processes and for our customer support and VIP processes; • Meta-games and monetization events, including tournaments, challenges, and missions; • Payment systems, including payment page optimization tools used for direct-to-consumer and Playtika Webstore transactions; • Loyalty programs; • User identity capabilities to enable user registration with our games and across Playtika’s portfolio; • Data analytics infrastructure, including business intelligence, simulation, and modelling frameworks and dashboards; 9 • Tailored user data, including segmentation and grouping, enabling customizable content curation; • Social gaming infrastructure, including multiplayer game services, match-making algorithms, clans, and intra-game social networking; and • Customer service, monitoring, disaster recovery, alerts, and security.
Our technology platform includes: • A set of advanced and easy to use gaming operation tools, which enables the use of digital and AI technologies to optimize marketing, game operations and monetization, including generative AI models for efficient art processes and for our customer support and VIP processes; • Meta games and monetization events, including tournaments, challenges, and missions; • Payment systems, including payment page optimization tools used for direct-to-consumer and Playtika Webstore transactions; • Loyalty programs; • User identity capabilities to enable user registration with our games and across Playtika’s portfolio; • Data analytics infrastructure, including business intelligence, simulation, and modelling frameworks and dashboards; • Tailored user data, including segmentation and grouping, enabling customizable content curation; • Social gaming infrastructure, including multiplayer game services, match-making algorithms, clans, and intra-game social networking; and • Customer service, monitoring, disaster recovery, alerts, and security. 9 One of our core strengths lies in our ability to generate assets that maintain the distinct style and character fidelity of each individual game in our portfolio.
Furthermore, in 2020 and 2021 plaintiffs in several U.S. states sued Apple, Google and Meta Platform (Facebook), alleging that the platforms violated state gambling laws by allowing the plaintiffs to download and play social casino games, including certain of our social casino games. These lawsuits are still ongoing.
In 2020 and 2021, plaintiffs in several U.S. states sued Apple, Google and Meta Platform (Facebook), alleging that the platforms violated state gambling laws by allowing the plaintiffs to download and play social-themed casino games, including certain of our games. These lawsuits have proceeded in various stages, with some remaining pending.
Many of our games are classic in nature with mass appeal due to their highly engaging game mechanics. Our portfolio includes both casual and social casino-themed games. For the year ended December 31, 2024, our casual games generated 58.9% of our revenues, with our social casino-themed games accounting for the remaining 41.1%.
Many of our games are classic in nature with mass appeal due to their highly engaging game mechanics. For the year ended December 31, 2025, our casual games generated 70.8% of our revenues, with our social casino-themed games accounting for the remaining 29.2%.
Our or our platform and service providers’ actual or perceived failure to comply with these laws and regulations could harm our business.” Human Capital As of December 31, 2024, we had approximately 3,500 employees. We believe our people are one of our most important assets and our key competitive advantage.
Our or our platform and service providers’ actual or perceived failure to comply with these laws and regulations could harm our business.” Human Capital As of December 31, 2025, we had approximately 3,175 employees.
Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States.
The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States.
We believe these factors, among other things, enable us to compete effectively in the market. Our industry and the markets for our games, however, are highly competitive, rapidly evolving, fragmented and subject to changing technology, shifting needs and frequent introductions of new games, development platforms and services.
Our industry and the markets for our games, however, are highly competitive, rapidly evolving, fragmented and subject to changing technology, shifting needs and frequent introductions of new games, development platforms and services.
We are also subject to a variety of other laws in the United States and other non-U.S. jurisdictions regarding data privacy, cybersecurity, and consumer protection, which are continuously evolving and developing, including, among others, the laws described above, online safety regulations such as the EU Digital Services Act, the UK Online Safety Act, and the Australia 16 Online Safety Act, competition laws such as the EU Digital Markets Act, consumer protection laws such as the EU’s New Deal for Consumers, whistleblowing laws, such as the EU Whistleblower Directive, and artificial intelligence regulations such as the EU Artificial Intelligence Act and the U.S.
This evolving area may add additional complexity, variation in requirements, variation in requirements across jurisdictions, restrictions and potential legal risk, require additional investment in resources for compliance programs, and impact business strategies and the availability of previously useful data. 16 We are also subject to a variety of other laws in the United States and other non-U.S. jurisdictions regarding data privacy, cybersecurity, and consumer protection, which are continuously evolving and developing, including, among others, the laws described above, online safety regulations such as the EU Digital Services Act, the UK Online Safety Act, and the Australia Online Safety Act, competition laws such as the EU Digital Markets Act, consumer protection laws such as the EU’s New Deal for Consumers, whistleblowing laws, such as the EU Whistleblower Directive, and artificial intelligence regulations such as the EU Artificial Intelligence Act and various U.S. state-level legislation .
In addition, our average DPUs remains at 0.31 million in both the years ended December 31, 2023 and 2024. Our Live Operations Services Since our founding, we have developed most of the core technical functionality and services that form the backbone to support our games.
In addition, our average DPUs increased from 0.312 million in December 31, 2024 to 0.370 million in the year ended December 31, 2025. Our Live Operations Services Since our founding, we have developed and licensed a significant portion of the core technical functionality and services that form the backbone to support our games.
Over the past 13 years, we have successfully acquired a number of mobile games and studios, including SuperPlay (2024), InnPlay Studios (2023), Youda Games (2023), JustPlay (2022), Reworks (2021), Seriously (2019), Supertreat (2019), Wooga (2018), Jelly Button (2017), House of Fun (2014), World Series of Poker (2013) and Bingo Blitz (2012). 10 Generally, our strategy involves identifying potential acquisition targets that fall into one of five categories: • Newly developed or underperforming games with a proven game concept in our core genres to facilitate improvement in engagement, monetization, and retention; • Established games in our core genres, to increase the trajectory of the games; • New types of business models within mobile games as well as new genres of games within in-app purchase mobile games; • Businesses and applications that enable us to further leverage our existing technology and capabilities to offer live-ops and monetization solutions to game developers; or • Acquisitions of fast growing games in established genres that will enhance our growth profile.
Generally, our strategy involves identifying potential acquisition targets that fall into one of five categories: • Newly developed or underperforming games with a proven game concept in our core genres to facilitate improvement in engagement, monetization, and retention; 10 • Established games in our core genres, to increase the trajectory of the games; • New types of business models within mobile games as well as new genres of games within in-app purchase mobile games; • Businesses and applications that enable us to further leverage our existing technology and capabilities to offer live-ops and monetization solutions to game developers; or • Acquisitions of fast growing games in established genres that will enhance our growth profile.
Our primary competitors include Tencent Holdings, Activision Blizzard (Microsoft), Electronic Arts, Take-Two Interactive/Zynga, Light & Wonder/SciPlay, AppLovin and Aristocrat/Pixel United.
Our primary competitors include Tencent Holdings, Activision Blizzard (Microsoft), Electronic Arts, Zynga (Take-Two Interactive), SciPlay (Light & Wonder), Product Madness (Aristocrat), Moon Active, Scopely (Savvy Games) and Dream Games.
We have a powerful combination of scale and free cash flow. In the year ended December 31, 2024, we generated $2,549.3 million in revenues, net income of $162.2 million and $757.7 million in Credit Adjusted EBITDA, representing a net income margin of 6.4%, and a Credit Adjusted EBITDA margin of 29.7%.
We have a powerful combination of scale and free cash flow. In the year ended December 31, 2025, we generated $2,755.4 million in revenues, net loss of $206.4 million and $753.2 million in Adjusted EBITDA, representing a net loss margin of 7.5%, and an Adjusted EBITDA margin of 27.3%.
We also utilize generative AI on VIP and Customer Support domains, where our agents will receive suggestions and recommendations based on Large Language Models integrated into their work platform.
Our efforts have involved automating the process of generating creative content for features and promos using generative AI models. We also utilize generative AI on VIP and Customer Support domains, where our agents will receive suggestions, recommendations, localization and translations based on large language models integrated into their work platform.
By delivering content, offers, and features to users at the right times during their gameplay, we drive paying user conversion, continued monetization, and long-term paying user retention.
Through our live operations, we actively manage and enhance players’ in-game experiences by analyzing individual gameplay and designing game experiences suited to user preferences. By delivering content, offers, and features to users at the right times during their gameplay, we drive paying user conversion, continued monetization, and long-term paying user retention.
We develop tailored monetization and retention strategies for different parts of our users’ lifecycles, including before they become paying users, after they become paying users, and for users who become inactive. We operate a centralized marketing team that performs key functions like media buying on behalf of our various studios.
We develop tailored monetization and retention strategies for different parts of our users’ lifecycles, including before they become paying users, after they become paying users, and for users who become inactive.
Our managers and employees are asked to go through performance and development discussions twice a year, allowing us to identify and provide a range of tailor-made solutions to our Top-Talent population.
Our managers and employees are asked to go through performance and development discussions twice a year, allowing us to identify and provide a range of tailor-made solutions to our top talent population. We offer career development services to our employees including instructor-led training, different online knowledge resources through our internal learning platform, and a leadership development program including mentoring opportunities.
However, with the recent restructuring of our management team, we have adopted a custom-tailored approach to marketing with certain studios having largely independent marketing functions that are better able to deploy strategies that are most effective for the particular studio.
While we maintain certain centralized marketing functions to achieve efficiencies across our portfolio of games, we have adopted a custom-tailored approach to marketing to align with the lifecycle, performance profile and long-term potential of each game, with certain studios having largely independent marketing functions that are better able to deploy strategies that are most effective for the particular studio.
These games typically generate revenue at lower operating margins, which may dilute our overall operating margins during the period of development and ramp-up. Marketing and Player Lifecycle Management Over our history, we have gained significant expertise in acquiring new users, converting users to payers, retaining active users, and re-engaging inactive users.
As a result, shifts in portfolio mix toward these categories may impact our overall operating margins. Marketing and Player Lifecycle Management Over our history, we have gained significant expertise in acquiring new users, converting users to payers, retaining active users, and re-engaging inactive users.
See Note 13, Equity Transactions and Stock Incentive Plan, to our audited consolidated financial statements and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-based compensation ” for further discussion of our benefit plans and stock-based compensation. 17 Website and Available Information Our principal executive offices are located at HaChoshlim St 8 Herzliya Pituach, Israel and our telephone number is 972-73-316-3251.
See Note 14, Equity Transactions and Stock Incentive Plan, to our 17 audited consolidated financial statements and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock-based compensation ” for further discussion of our benefit plans and stock-based compensation.
We have built these core technical functions and services, and created a scalable, proprietary technology platform that enhances our live operations services. Our platform is powered by Machine Learning Platform and artificial intelligence (“AI”) engines for various use-cases in marketing, games operations and monetization.
We have built these core technical functions and services, and created a scalable, proprietary technology platform that enhances our live operations services.
The memo warned that games of chance involving virtual currency are likely to be classified as illegal gambling under Washington law. It also encouraged companies offering virtual casino-style games to Washington residents to review their games and ensure compliance with state gambling regulation.
It also encouraged companies offering virtual casino-style games to Washington residents to review their games and ensure compliance with state gambling regulations.
The FTC proposed updates to the existing Children's Online Privacy Protection Act (COPPA), and states have enacted their own laws and codes, focusing on consent requirements and limiting behavioral tracking and targeted advertising to minors. Federal bills like COPPA 2.0 and the Kids Online Safety Act (KOSA) have been proposed and aim to increase protections for minors' online data.
The FTC has updated the existing Children's Online Privacy Protection Act (COPPA), and several states such as Texas, Utah, Louisiana and California have enacted their own laws and codes, focusing on parental consent requirements and limiting behavioral tracking and targeted advertising to minors.
These licenses permit the development, design, manufacture, offering for sale, advertising, promotion, distribution, sale and use of Caesars Slots and World Series of Poker intellectual property in social and free-to-play games. More recently, in December 2024, we announced a license deal with IGT to license slot content for our slot-themed games.
These licenses permit the development, design, manufacture, offering for sale, advertising, promotion, distribution, sale and use of Caesars Slots and World Series of Poker intellectual property in social and free-to-play games. Also, notably, our fastest-growing title in 2025 was Disney Solitaire, a licensed collaboration between Disney and Pixar Games and our SuperPlay studio based on Disney intellectual property.
New, increasingly restrictive regulations are coming into force all around the world, such as in Australia (awaiting Royal ascent), China, Malaysia, Saudi Arabia and Brazil. Within the United States, California was the first state to enact comprehensive data privacy legislation via the California Consumer Privacy Act, or the CCPA and the California Privacy Rights Act, or the CPRA.
Within the United States, California was the first state to enact comprehensive data privacy legislation via the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).
Data-driven performance marketing capabilities drive our high-ROI user acquisition Our performance marketing capabilities focus on cost-effectively acquiring users. Previously we leveraged a centralized marketing team to achieve efficiencies across our portfolio of games.
We maintain a highly disciplined approach to acquisitions and have a proven history of making acquisitions at attractive prices and achieving meaningful synergies. Data-driven performance marketing capabilities drive our high-ROI user acquisition Our performance marketing capabilities focus on cost-effectively acquiring users.
Successful track record of pursuing value accretive acquisitions Our acquisition strategy is generally focused on identifying and acquiring games with broad appeal and scalable leadership potential in their genres. We maintain a highly disciplined approach to acquisitions and have a proven history of making acquisitions at attractive prices and achieving meaningful synergies.
Further, most of our senior management team has been working with us in various capacities for a significant part of the Company’s history. Successful track record of pursuing value accretive acquisitions Our acquisition strategy has historically been focused on identifying and acquiring games with broad appeal and scalable leadership potential in their genres.
Our goal is to create games that are highly engaging and foster social connection among our players. We build long-term, sustainable games by employing a combination of creative and technical staff that includes storytellers, coders, artists, and data-scientists.
We build long-term, sustainable games through a combination of creative and technical staff that includes storytellers, coders, artists, and data-scientists. We are experts in live operations We run best-in-class live operations for our games, which drive the successful engagement and monetization of our users.
These laws could subject us to additional compliance costs as well as potential fines, individual claims and commercial liabilities. Globally there is significant focus on protecting children online and regulators worldwide such as the Information Commissioner’s Office in the U.K. and the Federal Trade Commission (FTC) in the U.S. have reinforced this priority.
These laws could subject us to additional compliance costs as well as potential fines, individual claims and commercial liabilities.
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We were founded in Israel in 2010, when we released our first game, Slotomania , which remains the second largest game in our portfolio based on revenues as of December 31, 2024.
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Our current portfolio represents a diverse and balanced mix of game categories with casual titles continuing to become a larger majority of our overall mix. Our goal is to create games that are highly engaging and foster social connection among our players.
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We are experts in live operations We run best-in-class live operations for our games, which drive the successful engagement and monetization of our users. Through our live operations, we actively manage and enhance players’ in-game experiences by analyzing individual gameplay and designing game experiences suited to user preferences.
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Over the past 14 years, we have successfully acquired a number of mobile games and studios, including SuperPlay (2024), InnPlay Studios (2023), Youda Games (2023), JustPlay (2022), Reworks (2021), Seriously (2019), Supertreat (2019), Wooga (2018), Jelly Button (2017), House of Fun (2014), World Series of Poker (2013) and Bingo Blitz (2012).
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Further, most of our senior management team has been working with us in various capacities for a significant part of the Company’s history. Recently we restructured our management team to, among other things, remove the chief revenue officer position bringing the studios directly under the management of our chief executive officer, Mr. Antokol.
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These games typically generate revenue at lower operating margins, which may dilute our overall operating margins during the period of development and ramp-up. In addition, aside from Bingo Blitz , our casual games have historically generated lower operating margins compared to our social casino-themed games.
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While we have had significant changes and certain departures from our executive team in the past year, we believe that the overall makeup of our executive management team balances stability in our culture while embracing agility and a stronger than ever focus on strategic execution.
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We operate a centralized marketing team that performs key functions like media buying on behalf of certain studios but also allow certain studios to retain varying degrees of control over their own marketing activities to ensure that resources are allocated efficiently to support our high potential growth games.
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One of our core strengths lies in our ability to generate assets that maintain the distinct style and character fidelity of each individual game in our portfolio. Our efforts have involved automating the process of generating creative content for features and promos using state-of-the-art generative AI models.
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In certain jurisdictions such as Australia, regulators have adopted, or are in the process of adopting, content classification and access requirements applicable to games that include ‘simulated gambling’ features.
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However, based on pro forma performance, Dice Dreams , SuperPlay Ltd.’s coin looter game, would have been in our top 10 by revenues for the year ended December 31, 2024.
Added
In addition, third-party platforms through which we distribute our games may be influenced by legal or regulatory developments to amend their policies or adopt new policies which could result in the removal or restriction of certain of our games from their platforms.
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In addition, our newly acquired studio, SuperPlay, has entered into a licensed collaboration with Disney to create a new solitaire-themed game currently under development.
Added
In January 2025, the Washington State Gambling Commission (WSGC) issued a public memo referencing both the Ninth Circuit ruling and the High Five Games case. The memo warned that games of chance involving virtual currency are likely to be classified as illegal gambling under Washington law.
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For example, consumer protection laws such as Australia’s Guidelines for the Classification of Computer Games 2023, limit games containing ‘simulated gambling’ features to adults 18 and over.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur substantial indebtedness could have important consequences for us, including, but not limited to, the following: • limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, acquisitions, research and development, strategic initiatives or other purposes; • make it more difficult for us to satisfy our obligations, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, financial covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness; • require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and the repayment of our indebtedness, thereby reducing funds available to us for other purposes; • limit our flexibility in planning for, or reacting to, changes in our operations or business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that are less leveraged and that, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploring; • increase our vulnerability to general adverse economic industry and competitive conditions; • restrict us from making strategic acquisitions, engaging in development activities, introducing new technologies, or exploiting business opportunities; • potentially limit the amount of net interest expense that we and our subsidiaries can use in the future as a deduction against taxable income under applicable tax laws; • cause us to make non-strategic divestitures; • limit, along with the financial and other restrictive covenants in the agreements governing our indebtedness, among other things, our ability to borrow additional funds, make investments or dispose of assets; • limit our ability to repurchase shares and pay cash dividends; and • expose us to the risk of increased interest rates. 24 In addition, our Credit Agreement contains a financial covenant applicable to the Revolving Credit Facility thereunder, and our Credit Agreement and the Indenture each contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest, including our ability to, among other things: • incur additional debt under certain circumstances; • create or incur certain liens or permit them to exist; • enter into certain sale and lease-back transactions; • make certain investments and acquisitions; • consolidate, merge or otherwise transfer, sell or dispose of our assets; • pay dividends, repurchase stock and make other certain restricted payments; or • enter into certain types of transactions with affiliates.
Biggest changeOur substantial indebtedness could have important consequences for us, including, but not limited to, the following: • limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, acquisitions, research and development, strategic initiatives or other purposes; • make it more difficult for us to satisfy our obligations, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants, financial covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness; 24 • require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and the repayment of our indebtedness, thereby reducing funds available to us for other purposes; • limit our flexibility in planning for, or reacting to, changes in our operations or business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that are less leveraged and that, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploring; • increase our vulnerability to general adverse economic industry and competitive conditions; • restrict us from making strategic acquisitions, engaging in development activities, introducing new technologies, or exploiting business opportunities; • potentially limit the amount of net interest expense that we and our subsidiaries can use in the future as a deduction against taxable income under applicable tax laws; • cause us to make non-strategic divestitures; • limit, along with the financial and other restrictive covenants in the agreements governing our indebtedness, among other things, our ability to borrow additional funds, make investments or dispose of assets; • limit our ability to repurchase shares and pay cash dividends; and • expose us to the risk of increased interest rates.
For example, in connection with the acquisition of SuperPlay, Ltd., the Company agreed to make future earnout payments of up to $1.250 billion, in the aggregate, based on the achievement of certain gross revenue growth and Adjusted EBITDA targets during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period.
For example, in connection with the acquisition of SuperPlay, Ltd., the Company agreed to make future earnout payments of up to $1.250 billion, in the aggregate, based on the achievement of certain gross revenue growth and SuperPlay Adjusted EBITDA targets for SuperPlay Ltd. during the calendar years 2025, 2026 and 2027, in each case, payable following the end of the applicable measurement period.
While most of our games do not target children under 18 years of age as their audience, the FTC, as well as consumer organizations, may consider that the characteristics of several of our games attract children under 13 years of age. The U.S.
While most of our games do not target children under 18 years of age as their audience, the FTC, as well as consumer organizations, may consider that the characteristics of several of our games may attract children under 13 years of age. The U.S.
The market price of our common stock may continue to be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control or are related in complex ways, including: • changes in analysts’ estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ estimates; • quarterly variations in our or our competitors’ results of operations; • periodic fluctuations in our revenues, which could be due in part to the way in which we recognize revenues; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • future sales of our common stock or other securities, by us or our stockholders, as well as the anticipation of lock-up releases or lock-up waivers; • the trading volume of our common stock; • general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors; • changes in operating performance and stock market valuations of other technology and entertainment companies generally, or those in the games industry in particular; • actual or anticipated changes in regulatory oversight of our industry; • the loss of key personnel, including changes in our board of directors and management; • programming errors or other problems associated with our products; • legislation or regulation of our market; • lawsuits threatened or filed against us, including litigation by current or former employees alleging wrongful termination, sexual harassment, whistleblower or other claims; • the announcement of new games, products or product enhancements by us or our competitors; • announced or completed acquisitions of businesses or technologies by us or our competitors; • announcements related to patents issued to us or our competitors and related litigation; • actions of our stockholders, including our majority stockholder Playtika Holding UK; and • developments in our industry.
The market price of our common stock may continue to be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control or are related in complex ways, including: • changes in analysts’ estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ estimates; • quarterly variations in our or our competitors’ results of operations; • periodic fluctuations in our revenues, which could be due in part to the way in which we recognize revenues; • the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; • future sales of our common stock or other securities, by us or our stockholders, as well as the anticipation of lock-up releases or lock-up waivers; • the trading volume of our common stock; • general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors; 57 • changes in operating performance and stock market valuations of other technology and entertainment companies generally, or those in the games industry in particular; • actual or anticipated changes in regulatory oversight of our industry; • the loss of key personnel, including changes in our board of directors and management; • programming errors or other problems associated with our products; • legislation or regulation of our market; • lawsuits threatened or filed against us, including litigation by current or former employees alleging wrongful termination, sexual harassment, whistleblower or other claims; • the announcement of new games, products or product enhancements by us or our competitors; • announced or completed acquisitions of businesses or technologies by us or our competitors; • announcements related to patents issued to us or our competitors and related litigation; • actions of our stockholders, including our majority stockholder Playtika Holding UK; and • developments in our industry.
These abilities are subject to various uncertainties, including but not limited to: • our ability to provide an enhanced experience for paying users without adversely affecting the gameplay experience for non-paying users; • our ability to continually anticipate and respond to changing user interests and preferences generally and to changes in the gaming industry; • our ability to introduce effective amounts of new content to our players; • our ability to compete successfully against a large and growing number of industry participants with essentially no barriers to entry; • our ability to hire, integrate and retain skilled personnel; • our ability to increase penetration in, and enter into new, demographic markets; • our ability to achieve a positive return on our user acquisition and other marketing investments and to drive organic growth; and • our ability to minimize and quickly resolve bugs or outages.
These abilities are subject to various uncertainties, including but not limited to: • our ability to provide an enhanced experience for paying users without adversely affecting the gameplay experience for non-paying users; • our ability to continually anticipate and respond to changing user interests and preferences generally and to changes in the gaming industry; • our ability to introduce effective amounts of new content to our players; 21 • our ability to compete successfully against a large and growing number of industry participants with essentially no barriers to entry; • our ability to hire, integrate and retain skilled personnel; • our ability to increase penetration in, and enter into new, demographic markets; • our ability to achieve a positive return on our user acquisition and other marketing investments and to drive organic growth; and • our ability to minimize and quickly resolve bugs or outages.
Any such claim and any resulting litigation, should it occur, could: • be expensive and time consuming to defend or require us to pay significant amounts in damages; • result in invalidation of our proprietary rights or render our proprietary rights unenforceable; • cause us to cease making, licensing or using games that incorporate the applicable intellectual property; • require us to redesign, reengineer or rebrand our games or limit our ability to bring new games to the market in the future; 57 • require us to enter into costly or burdensome royalty, licensing or settlement agreements in order to obtain the right to use a product or process; • impact the commercial viability of the games that are the subject of the claim during the pendency of such claim; or • require us to stop selling the infringing games.
Any such claim and any resulting litigation, should it occur, could: • be expensive and time consuming to defend or require us to pay significant amounts in damages; • result in invalidation of our proprietary rights or render our proprietary rights unenforceable; • cause us to cease making, licensing or using games that incorporate the applicable intellectual property; • require us to redesign, reengineer or rebrand our games or limit our ability to bring new games to the market in the future; • require us to enter into costly or burdensome royalty, licensing or settlement agreements in order to obtain the right to use a product or process; • impact the commercial viability of the games that are the subject of the claim during the pendency of such claim; or • require us to stop selling the infringing games.
These measures, initially implemented in 2022, have been expanded and strengthened over time, including: • blocking sanctions on some of the largest state-owned and private Russian and Belarusian financial institutions (and their subsequent removal from SWIFT); • blocking sanctions against Russian and Belarusian individuals, including the Russian President and the Belarussian President, other politicians and those with government connections or involved in Russian military activities; • expansion of sectoral sanctions in the Russian and Belarusian economies and the defense sector, including barring of Russian oil imports and purchases; • United Kingdom sanctions introducing restrictions on providing loans to, and dealing in securities issued by, persons connected with Russia and restrictions on trade, including in connection with certain security-related goods and technology, iron and steel products, intercepting and monitoring services, maritime goods and technology, jet fuel and fuel additives and UK and EU currency banknotes; • restrictions on access to the financial and capital markets in the European Union; • prohibiting against U.S. persons from making new investments in Russia; • sanctions prohibiting most commercial activities of U.S. and EU persons in Crimea and Sevastopol; and • enhanced export controls and trade sanctions targeting Russia’s imports of technological goods as a whole, including tighter controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export 42 licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs and a prohibition on exporting luxury goods to Russia and Belarus.
These measures, initially implemented in 2022, have been expanded and strengthened over time, including: 41 • blocking sanctions on some of the largest state-owned and private Russian and Belarusian financial institutions (and their subsequent removal from SWIFT); • blocking sanctions against Russian and Belarusian individuals, including the Russian President and the Belarussian President, other politicians and those with government connections or involved in Russian military activities; • expansion of sectoral sanctions in the Russian and Belarusian economies and the defense sector, including barring of Russian oil imports and purchases; • United Kingdom sanctions introducing restrictions on providing loans to, and dealing in securities issued by, persons connected with Russia and restrictions on trade, including in connection with certain security-related goods and technology, iron and steel products, intercepting and monitoring services, maritime goods and technology, jet fuel and fuel additives and UK and EU currency banknotes; • restrictions on access to the financial and capital markets in the European Union; • prohibiting against U.S. persons from making new investments in Russia; • sanctions prohibiting most commercial activities of U.S. and EU persons in Crimea and Sevastopol; and • enhanced export controls and trade sanctions targeting Russia’s imports of technological goods as a whole, including tighter controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import tariffs and a prohibition on exporting luxury goods to Russia and Belarus.
Historically, a significant portion of our growth has been as a result of our acquisition of complementary studios and games, rather than in-house development, including our acquisition of Wooga GmbH, or Wooga, in 2018, Supertreat GmbH, or Supertreat, in 2019, Seriously Holding Corp., or Seriously, in 2019, Reworks Oy, or Reworks, in 2021, JustPlay.LOL, or JustPlay, in 2022, the Youda Games’ card game portfolio in 2023, G.S InnPlay Labs Ltd. in 2023, and our largest acquisition to date, SuperPlay Ltd. in 2024.
Historically, a significant portion of our growth has been as a result of our acquisition of complementary studios and games, rather than in-house development, including our acquisition of Wooga GmbH, or Wooga, in 2018, Supertreat GmbH, or Supertreat, in 2019, Seriously Holding Corp., or Seriously, in 2019, Reworks Oy, or Reworks, in 2021, JustPlay.LOL, or JustPlay, in 2022, the Youda Games’ card game portfolio in 2023, G.S InnPlay Labs Ltd. in 2023, and our largest acquisition 22 to date, SuperPlay Ltd. in 2024.
For more information on risks related to our operations in Israel, see “ —We have offices and other significant operations located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the ongoing war in Israel .” For more information on risks related to our operations in Ukraine, see “ —Our operations may be adversely affected by ongoing developments in Belarus, Ukraine, Georgia or Romania .” In the occurrence of a catastrophic event, including a global pandemic like the COVID-19 pandemic or the consequences of climate change, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in application development, lengthy interruptions in our services, breaches of data security and loss of critical data, such as player, customer and billing data as well as intellectual property rights, software versions or other relevant data regarding operations, and there can be no assurances that our insurance policies will be sufficient to compensate us for any resulting losses, which could have a material adverse effect on our business, financial condition and results of operations.
For more information on risks related to our operations in Israel, see “ —We have offices and other significant operations located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the ongoing war in Israel .” For more information on risks related to our operations in Ukraine, see “ —Our operations may be adversely affected by ongoing developments in Ukraine, Georgia, Romania or Poland .” In the occurrence of a catastrophic event, including a global pandemic like the COVID-19 pandemic or the consequences of climate change, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in application development, lengthy interruptions in our services, breaches of data security and loss of critical data, such as player, customer and billing data as well as intellectual property rights, software versions or other relevant data regarding operations, and there can be no assurances that our insurance policies will be sufficient to compensate us for any resulting losses, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, there are numerous ongoing academic, political and regulatory discussions in the United States, Europe, Australia and other jurisdictions regarding whether certain game mechanics, such as loot boxes, should be subject to a higher level or different type of regulation than other game genres or mechanics to protect consumers, in particular minors and persons susceptible to addiction, and, if so, what such regulation should include.
In addition, there are numerous ongoing academic, political and regulatory discussions in the United States, Europe, Australia, Brazil, and other jurisdictions regarding whether certain game mechanics, such as loot boxes, should be subject to a higher level or different type of regulation than other game genres or mechanics to protect consumers, in particular minors and persons susceptible to addiction, and, if so, what such regulation should include.
Furthermore, our games may be implicated in lawsuits where we are not the named defendants. For example, plaintiffs in several U.S. states have previously sued Apple and/or Google alleging that the platforms violated state gambling laws by allowing the plaintiffs to download and play social casino games, including certain of our social casino games.
Furthermore, our games may be implicated in lawsuits where we are not the named defendants. For example, plaintiffs in several U.S. states have previously sued Apple and/or Google alleging that the platforms violated state gambling laws by allowing the plaintiffs to download and play social casino-themed games, including certain of our social casino-themed games.
Moreover, foreign jurisdictions could impose tariffs, quotas, trade barriers and other similar restrictions on our international sales. 38 Additionally, while we maintain offices in the United States, most of our senior management and employees are located in our international offices, including our offices in Israel, Ukraine and Romania, which subject us to added business, political and economic risks.
Moreover, foreign jurisdictions could impose tariffs, quotas, trade barriers and other similar restrictions on our international sales. Additionally, while we maintain offices in the United States, most of our senior management and employees are located in our international offices, including our offices in Israel, Ukraine and Romania, which subject us to added business, political and economic risks.
The World Health Organization includes “gaming disorder” as an International Classification of Diseases, defining the disorder as a pattern of behavior characterized by impaired control over gaming and an increase in the priority of gaming over other interests and daily activities. Some states or countries have anti-gaming groups that specifically target social casino games.
The World Health Organization includes “gaming disorder” as an International Classification of Diseases, defining the disorder as a pattern of behavior characterized by impaired control over gaming and an increase in the priority of gaming over other interests and daily activities. Some states or countries have anti-gaming groups that specifically target social casino-themed games.
As a result, players may have a negative gaming experience and be less likely to spend money in the games, which could have a material adverse effect on our business, financial condition and results of operations. Our inability to make acquisitions and integrate any acquired businesses successfully could limit our growth or disrupt our plans and operations.
As a result, players may have a negative gaming experience and be less likely to spend money in the games, which could have a material adverse effect on our business, financial condition and results of operations. Our inability to make acquisitions or integrate acquired businesses successfully could limit our growth or disrupt our plans and operations.
For example, since 2020, there have been many cases filed against social casino game developers, or our third-party platform providers, alleging that social casino games violate various state’s gambling laws, including cases in California, Washington, Mississippi, Alabama, Connecticut, Georgia, New York, Tennessee, Kentucky, Ohio and New Mexico.
For example, since 2020, there have been many cases filed against social casino-themed game developers, or our third-party platform providers, alleging that social casino-themed games violate various state’s gambling laws, including cases in California, Washington, Mississippi, Alabama, Connecticut, Georgia, New York, Tennessee, Kentucky, Ohio and New Mexico.
If a particular proposed acquisition or investment in a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will 45 submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.
If a particular proposed acquisition or investment in a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.
Third parties, such as telecommunications companies, could prevent access to the internet or limit the speed of our data transmissions, with or without reason, causing an adverse impact on our player experience that may materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition.
Third parties, such as telecommunications companies, could prevent access to the internet or limit the speed of our data transmissions, with or without reason, causing an adverse impact on our player experience that may materially and adversely affect our reputation, competitive position, 48 results of operations, cash flows and financial condition.
In particular, we expect to face significant competition from other companies in hiring such personnel, which may force us to seek and recruit well-qualified staff in multiple international jurisdictions. Furthermore, our competitors may lure away our existing personnel by offering them employment terms that our personnel view as more favorable.
In particular, we expect to face significant competition from other companies in hiring 31 such personnel, which may force us to seek and recruit well-qualified staff in multiple international jurisdictions. Furthermore, our competitors may lure away our existing personnel by offering them employment terms that our personnel view as more favorable.
In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be 54 unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.
In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own.
If we are unable to establish name recognition based on our trademarks 58 and trade names, we may not be able to compete effectively, which could harm our competitive position, business, financial condition, results of operations and prospects. General Risks The price of our common stock is volatile and may fluctuate substantially.
If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could harm our competitive position, business, financial condition, results of operations and prospects. General Risks The price of our common stock is volatile and may fluctuate substantially.
In addition, the sale of our common stock on the open market by our majority stockholder or other significant stockholder may have in the past and may in the future adversely affect our share price. For example, Playtika Holding UK recently sold over 2,500,000 shares of our common stock in a series of transactions in November and December 2024.
In addition, the sale of our common stock on the open market by our majority stockholder or other significant stockholder may have in the past and may in the future adversely affect our share price. For example, Playtika Holding UK sold over 2,500,000 shares of our common stock in a series of transactions in November and December 2024.
Each of Apple, Google and Facebook are defendants in class action lawsuits alleging, among other things, that social casino games offered through their respective platforms constitute illegal gambling and in addition to seeking monetary damages, the plaintiffs are also seeking that the platforms remove access to the social casino games. These litigations are still ongoing.
Each of Apple, Google and Facebook are defendants in class action lawsuits alleging, among other things, that social casino-themed games offered through their respective platforms constitute illegal gambling and in addition to seeking monetary damages, the plaintiffs are also seeking that the platforms remove access to the social casino-themed games. These litigations are still ongoing.
Even if games based on licensed content or brands remain popular, any of our licensors could decide not to renew our existing licenses or not to license additional intellectual property rights to us and instead license to our competitors or 55 develop and publish its own games or other applications, competing with us in the marketplace.
Even if games based on licensed content or brands remain popular, any of our licensors could decide not to renew our existing licenses or not to license additional intellectual property rights to us and instead license to our competitors or develop and publish its own games or other applications, competing with us in the marketplace.
Any costs incurred as a result of this potential liability could harm our business, financial condition or results of operations. Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations. There is significant opposition in some jurisdictions to social gaming, including social casino games.
Any costs incurred as a result of this potential liability could harm our business, financial condition or results of operations. Legal or regulatory restrictions could adversely impact our business and limit the growth of our operations. There is significant opposition in some jurisdictions to social gaming, including social casino-themed games.
We also may not have access to comparable quality data for games we acquire with respect to periods before integration, which may 31 impact our ability to rely on such data. Furthermore, such limitations or errors could cause players, analysts or business partners to view our performance metrics as unreliable or inaccurate.
We also may not have access to comparable quality data for games we acquire with respect to periods before integration, which may impact our ability to rely on such data. Furthermore, such limitations or errors could cause players, analysts or business partners to view our performance metrics as unreliable or inaccurate.
Any disruption to our operations in Ukraine, Georgia or Romania may be prolonged and require us to reevaluate our operations in those countries, which may be more expensive and harm our business. Our business may be affected by sanctions, export controls and similar measures targeting Russia and Belarus as well as other responses to Russia’s invasion of Ukraine.
Any disruption to our operations in Ukraine, Georgia, Romania or Poland may be prolonged and require us to reevaluate our operations in those countries, which may be more expensive and harm our business. Our business may be affected by sanctions, export controls and similar measures targeting Russia and Belarus as well as other responses to Russia’s invasion of Ukraine.
If the larger mobile games industry or other subsets of that industry in which we operate, such as social casino games, decline or continue to decline and our revenues decline or continue to decline faster than the industry, it could have a material adverse effect on our business, financial condition and results of operations.
If the larger mobile games industry or other subsets of that industry in which we operate, such as social casino-themed games, decline or continue to decline and our revenues decline or continue to decline faster than the industry, it could have a material adverse effect on our business, financial condition and results of operations.
In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws 48 and regulations. We could encounter difficulties in developing new systems, maintaining and upgrading current systems and preventing security breaches.
In addition, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws and regulations. We could encounter difficulties in developing new systems, maintaining and upgrading current systems and preventing security breaches.
Our failure to comply with the terms of the open source licenses could require us to replace certain code used in our games, pay a royalty or license fee to use some open source code, make the source code of our games publicly available, pay damages for copyright infringement or breach of contract of open source licenses, or temporarily or permanently discontinue certain games.
Our failure to comply with the terms of the open source licenses could require us to replace certain code used in our games, pay a royalty or license fee to use some open source code, make the source code of our games 55 publicly available, pay damages for copyright infringement or breach of contract of open source licenses, or temporarily or permanently discontinue certain games.
These could result in a prohibition on interactive social gaming or social casino games altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition.
These could result in a prohibition on interactive social gaming or social casino-themed games altogether, restrict our ability to advertise our games, or substantially increase our costs to comply with these regulations, all of which could have an adverse effect on our results of operations, cash flows and financial condition.
We are a “controlled company” under the corporate governance rules of Nasdaq and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements. If we rely on the exemptions available to a “controlled company” you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
We are a “controlled company” under the corporate governance rules of Nasdaq and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements. If we rely on the exemptions available to a 36 “controlled company” you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred.
Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks 38 or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred.
Section 14 entitles these employees to monthly deposits with third-party insurance companies and pension funds, at a rate of 8.33% of their monthly salary. In two cases, the Company and the employee have agreed to a 40 salary lower than their actual monthly salary for purposes of Section 14.
Section 14 entitles these employees to monthly deposits with third-party insurance companies and pension funds, at a rate of 8.33% of their monthly salary. In two cases, the Company and the employee have agreed to a salary lower than their actual monthly salary for purposes of Section 14.
Resolving such errors could disrupt our operations, cause us to divert resources from other projects, or harm our results of operations. 46 Any failure or significant interruption in our network could impact our operations and harm our business. Our technology infrastructure is critical to the performance of our games and to player satisfaction.
Resolving such errors could disrupt our operations, cause us to divert resources from other projects, or harm our results of operations. Any failure or significant interruption in our network could impact our operations and harm our business. Our technology infrastructure is critical to the performance of our games and to player satisfaction.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline. 59 Our stock price and trading volume may be heavily influenced by the way analysts and investors interpret our financial information and other disclosures.
Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline. Our stock price and trading volume may be heavily influenced by the way analysts and investors interpret our financial information and other disclosures.
Similarly, we assess the adequacy of our security systems, including the security of our games and software to protect against any material loss to any 47 of our players and the integrity of our games to players. However, we cannot provide assurances that our business will not be affected by a security breach or lapse.
Similarly, we assess the adequacy of our security systems, including the security of our games and software to protect against any material loss to any of our players and the integrity of our games to players. However, we cannot provide assurances that our business will not be affected by a security breach or lapse.
The FTC has taken action against other gaming companies relating to children’s’ privacy, for example, Epic Games, the maker of the popular game Fortnite, agreed to pay a $275 million fine for alleged violations of COPPA as well as take other corrective actions.
The FTC has taken action against other gaming companies relating to 50 children’s’ privacy, for example, Epic Games, the maker of the popular game Fortnite, agreed to pay a $275 million fine for alleged violations of COPPA as well as take other corrective actions.
We enter into confidentiality agreements with our employees and independent contractors regarding our trade secrets and proprietary information in order to limit access to, and disclosure and use of, our proprietary information, but we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information.
We enter into confidentiality agreements with our employees and 52 independent contractors regarding our trade secrets and proprietary information in order to limit access to, and disclosure and use of, our proprietary information, but we cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information.
In addition, we previously maintained a development center in Belarus but decided to close and relocate our personnel in Belarus due to the challenging operating environment caused by sanctions and export controls that resulted from the Russian invasion of Ukraine in 2022.
In addition, we previously maintained a development center in Belarus but decided to close and relocate our personnel in Belarus due to the challenging operating environment caused by sanctions and export controls 30 that resulted from the Russian invasion of Ukraine in 2022.
If we raise additional funds through future issuances of 33 equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.
If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.
Israeli or Chinese courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel or China, as applicable, is not the most appropriate forum in which to bring such a claim.
Israeli or Chinese courts may refuse to hear a claim based on an alleged violation of U.S. laws reasoning that Israel or China, as applicable, is not the most appropriate forum in which to bring such a claim.
Moreover, our licensors may own or control intellectual property rights that have not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights.
Moreover, our licensors may own or control intellectual property rights that have not been licensed to us and, 54 as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights.
Playtika Holding Corp. et al.). The complaint alleges violations of federal securities laws arising out of alleged misstatements or omissions by the defendants during the alleged class period and seeks, among other things, damages and attorneys’ fees and costs on behalf of the putative class.
Playtika Holding Corp. et al.). The complaint alleged violations of federal securities laws arising out of alleged misstatements or omissions by the defendants during the alleged class period and seeks, among other things, damages and attorneys’ fees and costs on behalf of the putative class.
If we or our independent registered public accounting firm discover a material weakness in our internal control, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price.
If we or our independent registered public accounting firm 33 discover a material weakness in our internal control, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price.
District Court for the District of Delaware) will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
District Court for the 60 District of Delaware) will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our ability to anticipate or respond to changing technology and evolving industry standards and to develop and introduce improvements and enhancements to games on a timely basis is a significant factor affecting our ability to remain competitive, expand and attract new players and retain existing players.
Our ability to anticipate or respond to changing technology and evolving industry standards and to develop and introduce improvements and enhancements to 45 games on a timely basis is a significant factor affecting our ability to remain competitive, expand and attract new players and retain existing players.
We have significant research and development centers in Ukraine and, accordingly, our business, financial condition, results of operations and prospects are affected by economic, political and legal developments in Ukraine. 41 Georgia The political situation in Georgia cannot be accurately predicted.
We have significant research and development centers in Ukraine and, accordingly, our business, financial condition, results of operations and prospects are affected by economic, political and legal developments in Ukraine. Georgia The political situation in Georgia cannot be accurately predicted.
Further, in such proceedings, the defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. The outcome in any such lawsuits are unpredictable.
Further, in such 53 proceedings, the defendant could counterclaim that our intellectual property is invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. The outcome in any such lawsuits are unpredictable.
We have pursued and continue to pursue the filing of patents and registration of trademarks in the United States and certain foreign jurisdictions, a process that is expensive and time-consuming and may not 53 be successful.
We have pursued and continue to pursue the filing of patents and registration of trademarks in the United States and certain foreign jurisdictions, a process that is expensive and time-consuming and may not be successful.
Failure to maintain or renew our existing licenses or to obtain additional licenses would impair our ability to introduce new games or to continue to offer our current games, which would materially harm our business, results of operations and financial condition.
Failure to maintain or renew our existing licenses or to obtain additional licenses could impair our ability to introduce new games or to continue to offer our current games, which would materially harm our business, results of operations and financial condition.
If CEOC were to file for bankruptcy again or if any of our licensors files 56 for bankruptcy, our licenses might be impaired or voided, which could materially harm our business, results of operations and financial condition.
If CEOC were to file for bankruptcy again or if any of our licensors files for bankruptcy, our licenses might be impaired or voided, which could materially harm our business, results of operations and financial condition.
Filing, prosecuting, maintaining, defending, and enforcing our intellectual property rights in all jurisdictions throughout the world would be prohibitively expensive, and our intellectual property rights in some jurisdictions outside the United States may be less extensive than those in the United States.
Filing, prosecuting, maintaining, defending, and enforcing our intellectual property rights in all jurisdictions throughout the world would be prohibitively 56 expensive, and our intellectual property rights in some jurisdictions outside the United States may be less extensive than those in the United States.
If any such events described above occur on a short-term or long-term basis, or if these third-party platforms and online payment service providers otherwise experience issues that impact the ability of players to download or access our games, access social features, or make in-game purchases, it would have a material adverse effect on our brands and reputation, as well as our business, financial condition and results of operations.
If any such events described above occur on a short-term or long-term basis, or if these third-party platforms and online payment service providers otherwise experience issues that impact the ability of players to download or access our games, access social features, or make in-game purchases, it could have a material adverse effect on our brands and reputation, as well as our business, financial condition and results of operations.
These concerns include: (i) whether social casino games may be shown to serve as a gateway for adolescents to real money gambling; (ii) methods to limit the ability of children to make in-game purchases, and (iii) a concern that mobile game companies are using big data and advanced technology to predict and target “vulnerable” users who may spend significant time and money on mobile games in lieu of other activities.
These concerns include: (i) whether social casino-themed games may be shown to serve as a gateway for adolescents to real money gambling; (ii) methods to limit the ability of children to make in-game purchases, and (iii) a concern that mobile game companies are using big data and advanced technology to predict and target “vulnerable” users who may spend 28 significant time and money on mobile games in lieu of other activities.
We have historically hired a number of key personnel through acquisitions, and as 30 competition with several other game companies increases, we may incur significant expenses in continuing this practice.
We have historically hired a number of key personnel through acquisitions, and as competition with several other game companies increases, we may incur significant expenses in continuing this practice.
In order to remain eligible for the tax benefits under the PTE regime, our Israeli subsidiaries must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended.
In order to remain eligible for the tax benefits under the PTE/SPTE regime, our Israeli subsidiaries must continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended.
Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.
Because our board of directors is responsible for appointing the members of our management team, these provisions could in 59 turn affect any attempt by our stockholders to replace current members of our management team.
In addition, our recent casual game acquisitions, most notably SuperPlay Ltd., are earlier stage studios where the strategic focus is on growth over profitability.
In addition, our recent casual game acquisitions, most notably SuperPlay Ltd., are earlier stage studios where the strategic focus is on revenue growth over profitability.
In the ordinary course of his business activities, Yuzhu Shi may engage in activities where his interests may not be the same as, or may conflict with, the interests of our other stockholders.
In the ordinary course of his business activities, Yuzhu Shi may engage in activities where his interests may not be the same as, or 43 may conflict with, the interests of our other stockholders.
Our operations may be adversely affected by ongoing developments in Belarus, Ukraine, Georgia or Romania. We have significant operations in central and eastern Europe. Since the early 1990s, Russia, Belarus, Ukraine, Romania and other central and eastern European countries have sought to transform from one-party states with a centrally planned economy to democracies with a market economy to various degrees.
Our operations may be adversely affected by ongoing developments in Ukraine, Georgia, Romania, or Poland. We have significant operations in central and eastern Europe. Since the early 1990s, Russia, Ukraine, Romania and other central and eastern European countries have sought to transform from one-party states with a centrally planned economy to democracies with a market economy to various degrees.
Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino games specifically.
Such opposition could lead these jurisdictions to adopt legislation or impose a regulatory framework to govern interactive social gaming or social casino-themed games specifically.
Despite our security measures, our games may be vulnerable to attacks by hackers, players, vendors or employees or breaches due to malfeasance or other disruptions.
Despite our security measures, our games may be vulnerable to attacks by hackers, players, vendors or employees 46 or breaches due to malfeasance or other disruptions.
Failure to properly or adequately address these issues could impact our ability to perform necessary business operations, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition. Substantially all of our games rely on data transferred over the internet, including wireless internet.
Failure to properly or adequately address these issues could impact our ability to perform necessary business operations, which could materially and adversely affect our reputation, competitive position, results of operations, cash flows and financial condition. Our games rely on data transferred over the internet, including wireless internet.
Summary of Risk Factors The risks more fully described below that relate to our business include, but are not limited to, the following important risks: • actions of our majority shareholder or other third parties that influence us; • we rely on third-party platforms, such as the iOS App Store, Facebook, and Google Play Store, to distribute our games and collect revenues, and such platforms may adversely change their policies; • a limited number of games generate a majority of our revenues; • a small percentage of total users generate a majority of our revenues; • our free-to-play business model, and the value of virtual items sold in our games, is highly dependent on how we manage the game revenues and pricing models; • our inability to make acquisitions and/or integrate acquired businesses successfully could limit our growth or disrupt our plans and operations; • our ability to compete in a highly competitive industry with low barriers to entry; • our ability to retain existing players, attract new players and increase the monetization of our player base; • we may be unable to successfully develop new games; • our new games may not be successful after launch; • we have significant indebtedness and are subject to obligations and restrictive covenants under our debt instruments; • we are controlled by Yuzhu Shi, whose economic and other interests in our business may differ from yours; • legal or regulatory restrictions or proceedings could adversely impact our business and limit the growth of our operations; • the impact of an economic recession or periods of increased inflation, and any reductions to household spending on the types of discretionary entertainment we offer; • our international operations and ownership, including our significant operations in Israel, Ukraine and Belarus and the fact that our controlling stockholder is a Chinese-owned company; • security breaches or other disruptions could compromise our information or the information of our players and expose us to liability; and • our inability to protect our intellectual property and proprietary information could adversely impact our business. 18 Risks Related to Our Business We rely on third-party platforms, such as the iOS App Store, Facebook, and Google Play Store, to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.
Summary of Risk Factors The risks more fully described below that relate to our business include, but are not limited to, the following important risks: • actions of our majority shareholder or other third parties that influence us; • we rely on third-party platforms, such as the iOS App Store, Facebook, and Google Play Store, to distribute our games and collect revenues, and such platforms may adversely change their policies; • a limited number of games generate a majority of our revenues; • a small percentage of total users generate a majority of our revenues; • our free-to-play business model, and the value of virtual items sold in our games, is highly dependent on how we manage the game revenues and pricing models; • our inability to make acquisitions and/or integrate acquired businesses successfully could limit our growth or disrupt our plans and operations; • our ability to compete in a highly competitive industry with low barriers to entry; • our ability to retain existing players, attract new players and increase the monetization of our player base; • we may be unable to successfully develop new games; • our new games may not be successful after launch; • we have significant indebtedness and are subject to obligations and restrictive covenants under our debt instruments; • our inability to refinance our indebtedness or to obtain additional financing on favorable terms or at all; • we are controlled by Yuzhu Shi, whose economic and other interests in our business may differ from yours; • legal or regulatory restrictions or proceedings could adversely impact our business and limit the growth of our operations; • the impact of an economic recession or periods of increased inflation, and any reductions to household spending on the types of discretionary entertainment we offer; • our international operations and ownership, including our significant operations in Israel, Ukraine and Poland and the fact that our controlling stockholder is a Chinese-owned company; • security breaches or other disruptions could compromise our information or the information of our players and expose us to liability; and • our inability to protect our intellectual property and proprietary information could adversely impact our business. 18 Risks Related to Our Business We rely on third-party platforms, such as the iOS App Store and Google Play Store, to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.
There can be no assurance that the aforementioned explorations of potential transactions will lead to any transactions being agreed or consummated by Playtika Holding UK, and it is possible that the consummation of any such possible transactions could negatively affect the price of our common stock.
There can be no assurance that any potential transactions will lead to any transactions being agreed or consummated by Playtika Holding UK, and it is possible that the consummation of any such possible transactions could negatively affect the price of our common stock.
We have recently increased the use of incentivized marketing and, in 2024, this channel accounted for over fifty percent of the user acquisition activity within certain of our games. Incentivized marketing is also used heavily by our recently acquired subsidiary, SuperPlay Ltd.
We have incorporated the use of incentivized marketing and, in 2024, this channel accounted for over fifty percent of the user acquisition activity within certain of our games. Incentivized marketing is also used heavily by our recently acquired subsidiary, SuperPlay Ltd.
The Company believes that it is reasonably possible that the total amount of tax benefits that we are not able to recognize may increase significantly as a result of the open examination in Israel for the tax years ended 2017 through 2021.
The Company believes that it is reasonably possible that the total amount of tax benefits that we are not able to recognize may increase significantly as a result of the open examination in Israel for the tax years ended 2017 through 2024.
More recently, in August 2024, a class action complaint was filed in the State of Washington against Dream Games, the developer of the mobile game “Royal Match”, alleging that its game violates Washington State gambling laws and consumer protection laws.
In August 2024, a class action complaint was filed in the State of Washington against Dream Games, the developer of the mobile game “Royal Match”, alleging that its game violates Washington State gambling laws and consumer protection laws.
We believe that our Israeli subsidiaries are eligible for certain tax benefits provided to a Preferred Technology Enterprise (PTE) under the Israeli Law for the Encouragement of Capital Investments, 1959, or the Investment Law, including, inter alia, a reduced corporate tax rate on Israeli preferred technology taxable income, as defined in the Investment Law and its regulations.
We believe that our Israeli subsidiaries are eligible for certain tax benefits provided to a Preferred Technology Enterprise (PTE) or Special Preferred Technology Enterprise (SPTE) under the Israeli Law for the Encouragement of Capital 34 Investments, 1959, or the Investment Law, including, inter alia, a reduced corporate tax rate on Israeli preferred technology taxable income, as defined in the Investment Law and its regulations.
As of December 31, 2024, Yuzhu Shi controls shares representing a majority of our combined voting power through his indirect interest in Playtika Holding UK II Limited, or Playtika Holding UK and its affiliates.
As of December 31, 2025, Yuzhu Shi controls shares representing a majority of our combined voting power through his indirect interest in Playtika Holding UK II Limited, or Playtika Holding UK and its affiliates.
As revenues from our social casino games such as Slotomania have either declined or failed to keep pace with revenues from our existing and newly acquired casual games, our Credit Adjusted EBITDA margin and net income margin have declined.
As revenues from our social casino-themed games such as Slotomania have either declined or failed to keep pace with revenues from our existing and newly acquired casual games, our Adjusted EBITDA margin and net income margin have declined.
Although the strategic alternatives process has since been terminated, one result of that process was the Company’s self-tender offer to repurchase up to $600 million in shares of its common stock which was consummated in the fall of 2022. The self-tender is an example of a transaction that the Company entered into at least in part due to Mr.
Although the strategic alternatives process was terminated, one result of that process was the Company’s self-tender offer to repurchase up to $600 million in shares of its common stock which was consummated in the fall of 2022. The self-tender is an example of a transaction that the Company entered into at least in part due to Mr.
Additionally, new laws and regulations, or new interpretations or applications of existing laws and regulations in a manner inconsistent with our practices, have restricted, and may continue to restrict, our games, limit our ability to pursue certain business models, require us to incur substantial costs, expose us to civil or criminal liability, or cause us to change our business practices.
Additionally, new laws and regulations, or new interpretations or applications of existing laws and regulations in a manner inconsistent with our practices, have restricted, and may continue to restrict, our games, limit our ability to pursue certain business models or AI-enabled functionalities, require us to incur substantial costs, expose us to civil or criminal liability, or cause us to change our business practices.
It is important to note, however, that our Revolving Credit Facility expires in March 2026 and, if we are unable to refinance or extend our Revolving Credit Facility, it is possible that we will not have adequate cash to make the earnout payments from the acquisition of SuperPlay Ltd., particularly if the earnout payments dramatically exceed our estimates of the earnout payments.
It is important to note, however, that our Revolving Credit Facility expires in March 2027 and, if we are unable to refinance or extend our Revolving Credit Facility, it is possible that we will not have adequate cash to make the earnout payments from the acquisition of SuperPlay Ltd., particularly if the earnout payments exceed our estimates.
As of December 31, 2024, we had operations in Austria, Finland, Georgia, Germany, India, Israel, Netherlands, Poland, Romania, Spain, Ukraine, the United Kingdom and the United States. We have in the past and may continue to experience disruption as a result of catastrophic events in the countries in which we operate.
As of December 31, 2025, we had operations in Austria, Finland, Georgia, Germany, India, Israel, Netherlands, Poland, Romania, Spain, Switzerland, Ukraine, the United Kingdom and the United States. We have in the past and may continue to experience disruption as a result of catastrophic events in the countries in which we operate.
Our games are primarily accessed and operated through platforms operated by Apple, Facebook and Google.
Our games are primarily accessed and operated through platforms operated by Apple and Google.
Our business would be harmed if: • the platform providers discontinue or limit our access to their platforms; • governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those platforms; • the platforms increase the fees they charge us; • the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies; • the platforms decline in popularity; • the platforms adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology or update our games in order to ensure players can continue to access our games and content with ease; • the platforms elect or are required to change how they label free-to-play games or take payment for in-game purchases; • the platforms block or limit access to the genres of games that we provide in any jurisdiction; • the platforms impose restrictions or spending caps or make it more difficult for players to make in-game purchases of virtual items; • the platforms change how the personal information of players is made available to developers or develop or expand their own competitive offerings and/or practices; or • we are unable to comply with the platform providers’ terms of service.
Our business would be harmed if: • the platform providers discontinue or limit our access to their platforms; • governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those platforms; • the platforms introduce new fees or increase the fees they charge us, including in connection with our Direct-to-Consumer initiatives or other alternative billing programs; • the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies; • the platforms decline in popularity; • the platforms adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology or update our games in order to ensure players can continue to access our games and content with ease; • the platforms elect or are required to change how they label free-to-play games or take payment for in-game purchases; • the platforms block or limit access to the genres of games that we provide in any jurisdiction; • the platforms impose restrictions or spending caps or make it more difficult for players to make in-game purchases of virtual items; • the platforms change how the personal information of players is made available to developers or develop or expand their own competitive offerings and/or practices; or • we are unable to comply with the platform providers’ terms of service.
The owners of nonexclusively licensed intellectual property rights are free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage.
The owners of non-exclusively licensed intellectual property rights are free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage.
Recently, the FTC announced a major enforcement action against a game developer for the sale of loot boxes to children and teens without verifiable parental consent. The complaint was settled with the developer having to, among other things, agree to enter into a ten-year compliance monitoring program and pay a fine of $20 million.
In January 2025, the FTC announced a major enforcement action against a game developer for the sale of loot boxes to children and teens without verifiable parental consent. The complaint was settled with the developer having to, among other things, agree to enter into a ten-year compliance monitoring program and pay a fine of $20 million.
For example, in addition to the recent closure of our development center in Belarus, we previously maintained a small office in Crimea, which we were forced to close and relocate as a result of Crimea’s annexation by Russia in 2014.
For example, in addition to the closure of our development center in Belarus in late 2024, we previously maintained a small office in Crimea, which we were forced to close and relocate as a result of Crimea’s annexation by Russia in 2014.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−1 removed7 unchanged
Biggest changeOur cybersecurity risk management program includes the following key elements: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment; • integration with software development procedures and processes throughout the lifecycles of our products. • a team comprised of IT security, IT engineering and IT compliance personnel principally responsible for directing (1) our cybersecurity risk assessment processes, (2) our security processes, and (3) our response to cybersecurity incidents; • the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • cybersecurity awareness training of employees with access to our IT systems and designated security champions throughout the Company’s departments; • a cybersecurity incident response plan and Security Operations Center (SOC) to respond to cybersecurity incidents; • a third-party risk management process for service providers.
Biggest changeOur cybersecurity risk management program includes the following key elements: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment; • integration with software development procedures and processes throughout the lifecycles of our products. • a team comprised of IT security, IT engineering and IT compliance personnel principally responsible for directing (1) our cybersecurity risk assessment processes, (2) our security processes, and (3) our response to cybersecurity incidents; • the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • cybersecurity awareness, including annual mandatory training for all employees and contractors in addition to monthly phishing simulations and the use of designated security champions throughout the Company’s departments; 61 • a cybersecurity incident response plan and Security Operations Center (SOC) to respond to cybersecurity incidents; • insurance coverage for cybersecurity matters; and • a comprehensive third-party risk management process for service providers which requires critical vendors to provide security certifications such as SOC 2 Type II and includes continuous monitoring of vendor security postures and annual security audits to ensure ongoing compliance with our standards.
The Audit Committee oversees management’s design, implementation and enforcement of our cybersecurity risk management program. Our Chief Information Security Officer periodically reports to the Board and leads the Company’s overall cybersecurity function. The Audit Committee receives regular reports from our CISO on our cybersecurity risks, including briefings on our cyber risk management program and any cybersecurity incidents.
The Audit Committee oversees management’s design, implementation and enforcement of our cybersecurity risk management program. Our Chief Information Security Officer (CISO) periodically reports to the Board and leads the Company’s overall cybersecurity function. The Audit Committee receives regular reports from our CISO on our cybersecurity risks, including briefings on our cyber risk management program and any cybersecurity incidents.
See “ Risk Factors – If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences .” 63 Cybersecurity Governance Our Board considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Audit Committee.
See “ Risk Factors – If we sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences .” Cybersecurity Governance Our Board considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Audit Committee.
Board members also receive periodic presentations on cybersecurity topics from our CISO or our Chief Technology Officer.
Board members also receive periodic presentations on cybersecurity topics from our CISO or our Chief Technology Officer (CTO).
Prior to joining the Company, he served as the chief technology officer and cofounder of a company specializing in cybersecurity services and software. Our CISO reports directly to our CTO who has over twenty years of experience in technology and IT including roles at large global companies.
Our CISO reports directly to our CTO who has over twenty years of experience in technology and IT including roles at large global companies.
Removed
Our CISO is responsible for assessing and managing our material risks from cybersecurity threats. Our CISO has primary responsibility for leading our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity service providers. Our CISO has significant experience in managing and leading IT and cybersecurity teams.
Added
Our CISO oversees our internal cybersecurity personnel and external cybersecurity service providers. Our CISO has over twenty years of experience in managing and leading IT and cybersecurity teams, including approximately ten years in senior security leadership roles at a global fintech company prior to joining the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES We lease facilities in approximately 15 locations throughout the world, including locations in Israel, the United States, Austria, Finland, Germany, Netherlands, Poland, Romania, Ukraine, and the United Kingdom. We believe our existing facilities are sufficient for our current needs.
Biggest changeITEM 2. PROPERTIES We lease facilities in 10 locations throughout the world, including locations in Israel, the United States, Austria, Finland, Germany, Netherlands, Poland, Romania, Ukraine, and the United Kingdom. We believe our existing facilities are sufficient for our current needs. We may add new facilities and expand our existing facilities as we add employees and expand into new locations.
We may add new facilities and expand our existing facilities as we add employees and expand into new locations. We believe suitable additional space will be available as needed to accommodate our needs.
We believe suitable additional space will be available as needed to accommodate our needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

15 edited+42 added−34 removed8 unchanged
Biggest changeIn 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.
Biggest changeThe parties submitted 63 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.
The lawsuit alleges generally that the defendants breached fiduciary duties owed to the Company and its stockholders with respect to the controlling shareholder’s indication of an interest in selling some or all of its shares, and the resulting strategic review process and self-tender offer. On August 18, 2023, defendants filed with the Court motions to dismiss the claims.
The lawsuit alleges 62 generally that the defendants breached fiduciary duties owed to the Company and its stockholders with respect to the controlling shareholder’s indication of an interest in selling some or all of its shares, and the resulting strategic review process and self-tender offer. On August 18, 2023, defendants filed with the Court motions to dismiss the claims.
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.
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 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 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 to which plaintiff is entitled to. The Company filed a motion to compel arbitration on July 11, 2025.
The Company intends to defend this case vigorously. 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.
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.
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.
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.
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.
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.
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.
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. The plaintiff filed an amended complaint on August 28, 2025.
The other motions to dismiss and compel arbitration have been briefed and are currently pending. 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.
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.
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.
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 January 31, 2025, the affiliated law firms filed arbitration demands on behalf of approximately 1,500 claimants. 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.
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.
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. 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 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.
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.
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.
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 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 Company intends to pursue this case vigorously. 66 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 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.
Removed
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. et al.).
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
The amended complaint also added the companies that served as underwriters for the Company’s IPO as defendants in the lawsuit.
Added
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.
Removed
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.
Added
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 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.
Removed
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.
Added
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.
Removed
The Company has defended this case vigorously and will continue to do so. 64 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.).
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
(“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.
Added
The Company intends to defend this case vigorously.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
The first mediation meeting was held on August 16, 2023 and the second mediation meeting was held on January 7, 2024.
Added
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.
Removed
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.
Added
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.
Removed
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. An additional hearing took place on February 19, 2025, during which the Court provided additional feedback regarding the modified settlement.
Added
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.
Removed
The parties have been asked to consider making additional modifications at this time. 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.
Added
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 .
Removed
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.
Added
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 64 matter is in its preliminary stages.
Removed
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.
Added
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.
Removed
On December 12, 2024, the Company received a demand letter from counsel for Scott G.
Added
(“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.
Removed
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 65 by Playtika Holding UK II Limited.
Added
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.
Removed
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.
Added
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.
Removed
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. The U.S.
Added
The Company intends to defend these claims vigorously.
Removed
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 7, 2024. The Court granted the Company’s petition for permission to appeal on January 17, 2025, and the appeal has been briefed with oral arguments scheduled for February 25, 2025.
Added
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.
Removed
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. The U.S.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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, which was scheduled with the court for November 14, 2024 was postponed with no new date currently set.
Added
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.
Removed
In the meantime, the parties have continued to engage in the discovery process and have also engaged in preliminary settlement discussions.
Added
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.
Removed
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.
Added
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.
Removed
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.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeA summary of our common stock repurchases (in thousands, except average price paid per share) during the fourth quarter of ended December 31, 2024, are as follows: Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Approximate dollar value of shares that may yet be purchased under the plans or programs October 1 through October 31, 2024 — n/a — — November 1 through November 30, 2024 — n/a — — December 1 through December 31, 2024 110 $7.029 110 149,226 Total 110 110 149,226 68 Stock Performance Graph The following graph compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 Index and the NASDAQ Composite Index for the period between January 14, 2021 and December 31, 2024.
Biggest changeA summary of our common stock repurchases during the quarter ended December 31, 2025, are as follows: Period (a) Total number of shares purchased (in thousands) (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (in thousands) (d) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) October 1 through October 31, 2025 456 $3.64 456 $ 131,417 November 1 through November 30, 2025 376 $3.96 376 129,922 December 1 through December 31, 2025 219 $4.23 219 128,995 Total 1,051 1,051 $ 128,995 67 Stock Performance Graph The following graph compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 Index and the NASDAQ Composite Index for the period between January 14, 2021 and December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Select Market under the ticker symbol PLTK. As of February 24, 2025, there were approximately 7 stockholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Select Market under the ticker symbol PLTK. As of February 23, 2026, there were approximately 8 stockholders of record of our common stock.
Issuer Purchases of Equity Securities On May 9, 2024, we announced that our Board of Directors authorized a stock repurchase program for up to $150 million of our common stock.
Future dividends are subject to market conditions and Board approval. Issuer Purchases of Equity Securities On May 9, 2024, we announced that our Board of Directors authorized a stock repurchase program for up to $150 million of our common stock.
Dividends The Board of Directors of the Company declared cash dividends of $0.10 per share of our outstanding common stock payable on April 5, July 5, and October 4, 2024, and January 3, 2025 to stockholders of record as of the close of business on March 22, June 21, September 20, and December 20, 2024, respectively.
Dividends The Company paid cash dividends of $0.10 per share of our outstanding common stock payable on April 4, July 7, and October 10, 2025, and January 9, 2026 to stockholders of record as of the close of business on March 21, June 23, September 26, and December 26, 2025, respectively.
Removed
Additionally, the Board declared a cash dividend of $0.10 per share of our outstanding common stock, to be paid on April 4, 2025 to stockholders of record as of the close of business on March 21, 2025. Future dividends are subject to market conditions and Board approval.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear ended December 31, (in millions, except percentages, Average DPUs, and ARPDAU) 2024 2023 2022 Revenues $ 2,549.3 $ 2,567.0 $ 2,615.5 Total cost and expenses $ 2,157.7 $ 2,065.4 $ 2,144.1 Operating income $ 391.6 $ 501.6 $ 471.4 Net income $ 162.2 $ 235.0 $ 275.3 Credit Adjusted EBITDA $ 757.7 $ 832.2 $ 805.1 Non-financial performance metrics Average DAUs 8.1 8.7 9.4 Average DPUs (in thousands) 312 310 314 Average Daily Payer Conversion 3.8 % 3.6 % 3.3 % ARPDAU $ 0.86 $ 0.81 $ 0.76 Average MAUs 29.0 29.4 31.4 Comparison of the year ended December 31, 2024 versus the year ended December 31, 2023 Year ended December 31, (in millions) 2024 2023 Revenues earned through third-party platforms $ 1,855.1 $ 1,927.6 Revenues earned through Direct-to-Consumer platforms 694.2 639.4 Revenues $ 2,549.3 $ 2,567.0 Cost of revenue $ 692.1 $ 718.5 Research and development expenses 403.0 406.4 Sales and marketing expenses 705.0 585.7 General and administrative expenses 288.7 303.5 Impairment charges 68.9 51.3 Total costs and expenses $ 2,157.7 $ 2,065.4 Revenues Revenues for the year ended December 31, 2024 decreased by $17.7 million when compared with the year ended December 31, 2023.
Biggest changeYear ended December 31, (in millions, except percentages, Average DPUs, and ARPDAU) 2025 2024 2023 Revenues $ 2,755.4 $ 2,549.3 $ 2,567.0 Total cost and expenses $ 2,760.5 $ 2,157.7 $ 2,065.4 Operating income (loss) $ (5.1) $ 391.6 $ 501.6 Net income (loss) $ (206.4) $ 162.2 $ 235.0 Adjusted EBITDA $ 753.2 $ 757.7 $ 832.2 Non-financial performance metrics Average DAUs 8.5 8.1 8.7 Average DPUs (in thousands) 370 312 310 Average Daily Payer Conversion 4.4 % 3.8 % 3.6 % ARPDAU $ 0.89 $ 0.86 $ 0.81 Average MAUs 28.3 29.0 29.4 Comparison of the year ended December 31, 2025 versus the year ended December 31, 2024 Year ended December 31, (in millions) 2025 2024 Revenues earned through third-party platforms $ 1,940.9 $ 1,855.1 Revenues earned through Direct-to-Consumer platforms 814.5 694.2 Revenues $ 2,755.4 $ 2,549.3 Cost of revenue $ 758.5 $ 692.1 Research and development expenses 426.7 403.0 Sales and marketing expenses 949.8 705.0 General and administrative expenses 619.1 288.7 Impairment charges 6.4 68.9 Total costs and expenses $ 2,760.5 $ 2,157.7 72 Revenues Revenues for the year ended December 31, 2025 increased by $206.1 million when compared with 2024, primarily due to a full year of revenues from our 2024 acquisition of SuperPlay Ltd and growth in several casual games.
Impairment charges Impairment charges in 2024 reflect impairments related to the Redecor game title based upon lower than expected performance of that title, and related to certain investments in unconsolidated affiliates based upon poor performance of those investments leading to significant uncertainty regarding their future viability.
Impairment charges in 2024 reflect impairments related to the Redecor game title based upon lower than expected performance of that title, and related to certain investments in unconsolidated affiliates based upon poor performance of those investments leading to significant uncertainty regarding their future viability.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the 83 duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards expiring unused and tax planning alternatives. Uncertain tax positions The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards expiring unused and tax planning alternatives. Uncertain tax positions The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions.
In 2024, our Board of Directors elected to declare quarterly cash dividends of $0.10 per share of the Company’s outstanding common stock. We will maintain a focus on financial discipline through a balanced approach of evaluation of M&A opportunities and stockholder dividends while maintaining adequate capital requirements for ongoing operations.
In 2024 and 2025, our Board of Directors elected to declare quarterly cash dividends of $0.10 per share of the Company’s outstanding common stock. We will maintain a focus on financial discipline through a balanced approach of evaluation of M&A opportunities and stockholder dividends while maintaining adequate capital requirements for ongoing operations.
We have determined that 82 displaying the advertisements within the mobile games is identified as a single performance obligation. The transaction price in advertising arrangements is established by our advertising service providers and is generally the product of the number of advertising units delivered (e.g. impressions, offers completed, etc.) and the contractually agreed upon price per unit.
We have determined that displaying the advertisements within the mobile games is identified as a single performance obligation. The transaction price in advertising arrangements is established by our advertising service providers and is generally the product of the number of advertising units delivered (e.g. impressions, offers completed, etc.) and the contractually agreed upon price per unit.
Social casino revenues decreased approximately $120 million that, along with revenue decreases in several of our casual games, were largely due to reduced monetization. These revenue declines were partially offset by our acquisition of SuperPlay Ltd in 2024 and a full year of revenues from our 2023 acquisitions of Youda Games and InnPlay 73 Labs.
Social casino revenues decreased approximately $120 million that, along with revenue decreases in several of our casual games, were largely due to reduced monetization. These revenue declines were partially offset by our acquisition of SuperPlay Ltd in 2024 and a full year of revenues from our 2023 acquisitions of Youda Games and InnPlay Labs.
If 81 our estimates of future cash flows are not met or if there are changes in significant assumptions and judgments used in the estimation process, we may have to record impairment charges in the future. Further, unless an asset is entirely impaired, future estimates, judgments and assumptions may result in additional impairments in a later period.
If our estimates of future cash flows are not met or if there are changes in significant assumptions and judgments used in the estimation process, we may have to record impairment charges in the future. Further, unless an asset is entirely impaired, future estimates, judgments and assumptions may result in additional impairments in a later period.
We have determined through a review of game play behavior that players generally do not purchase additional virtual currency until their existing virtual currency balances have been substantially consumed. This review, performed on a game-by-game basis, includes an analysis of game players’ historical play behavior, purchase behavior, and the amount of virtual currency outstanding.
We have determined through a review of game play 81 behavior that players generally do not purchase additional virtual currency until their existing virtual currency balances have been substantially consumed. This review, performed on a game-by-game basis, includes an analysis of game players’ historical play behavior, purchase behavior, and the amount of virtual currency outstanding.
We intend to continue to seek new opportunities to enhance and refine these marketing efforts to acquire new users, including identifying potential technologies to enhance our marketing and advertising capabilities. Components of our Results of Operations Revenues We primarily derive revenue from the sale of virtual items associated with online games.
We intend to continue to seek new opportunities to enhance and refine these marketing efforts to acquire new users, including identifying potential technologies to enhance our marketing and advertising capabilities. 69 Components of our Results of Operations Revenues We primarily derive revenue from the sale of virtual items associated with online games.
Depreciation and amortization expense also increased approximately $9.4 million, which was partially offset by a net decrease in compensation and associated costs. General and administrative expenses General and administrative expenses for the year ended December 31, 2024 decreased by $14.8 million when compared with the year ended December 31, 2023.
Depreciation and amortization expense also increased approximately $9.4 million, which was partially offset by a net decrease in compensation and associated costs. 74 General and administrative expenses General and administrative expenses for the year ended December 31, 2024 decreased by $14.8 million when compared with the year ended December 31, 2023.
We distribute our games to the end customer through various web and mobile platforms, such as Apple, Facebook, Google and other web and mobile platforms plus our own Direct-to-Consumer platforms. Through these platforms, users can download our free-to-play games and can purchase virtual items to enhance their game-playing experience.
We distribute our games to the end customer through various web and mobile platforms, such as Apple, Google and other web and mobile platforms plus our own Direct-to-Consumer platforms. Through these platforms, users can download our free-to-play games and can purchase virtual items to enhance their game-playing experience.
Payment processing fees paid to platform providers are recorded within cost of revenue. Cost of revenue Cost of revenue includes payment processing fees, customer support, hosting fees and depreciation and amortization expenses associated with assets directly involved in the generation of revenues, including servers and internal use software.
Payment processing fees paid to platform providers are recorded within cost of revenue. Cost of revenue Cost of revenue includes payment processing fees, customer support, hosting fees, royalties and depreciation and amortization expenses associated with assets directly involved in the generation of revenues, including servers and internal use software.
The difference between the effective income tax rate and the U.S. statutory tax rate was primarily due to adverse impacts of certain recurring items such as tax rates in foreign jurisdictions and the relative amounts of income earned in those jurisdictions, unrecognized tax benefits, and GILTI inclusion.
The difference between the effective income tax rate and the U.S. statutory tax rate was primarily due to adverse impacts of certain items such as tax rates in foreign jurisdictions and the relative amounts of income earned in those jurisdictions, unrecognized tax benefits, and GILTI inclusion.
The increase in interest income for 2024 when compared to 2023 is primarily due to higher interest rates, more active investments of excess cash in income-bearing investments, and from interset earned on excess taxes paid in Israel in prior years.
The increase in interest income for 2024 when compared to 2023 is primarily due to higher interest rates, more active investments of excess cash in income-bearing investments, and from interest earned on excess taxes paid in Israel in prior years.
We calculate Credit Adjusted EBITDA Margin as Credit Adjusted EBITDA divided by revenues. Credit Adjusted EBITDA and Credit Adjusted EBITDA Margin as calculated herein may not be comparable to similarly titled measures reported by other companies within the industry and are not determined in accordance with GAAP.
We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues. Adjusted EBITDA and Adjusted EBITDA Margin as calculated herein may not be comparable to similarly titled measures reported by other companies within the industry and are not determined in accordance with GAAP.
We may also pursue acquisition opportunities for additional businesses or social or mobile games that meet our strategic and return on investment criteria. Capital needs are evaluated on an individual investment basis and may require significant capital commitments.
We may also pursue acquisition opportunities for additional businesses or social or mobile games that meet our strategic and return on investment criteria. Capital needs are evaluated on an individual opportunity basis and may require significant capital commitments.
Revenue recognition We primarily derive revenues from the sale of virtual items associated with online games. We distribute our games to the end customer through various web and mobile platforms such as Apple, Facebook, Google, and other web and mobile platforms.
Revenue recognition We primarily derive revenues from the sale of virtual items associated with online games. We distribute our games to the end customer through various web and mobile platforms such as Apple, Google, and other web and mobile platforms.
Net cash flow provided by operating activities for each period primarily consisted of net income generated during the period, exclusive of non-cash expenses such as depreciation, amortization and stock-based compensation, and changes in the fair value of contingent consideration payable, with changes in working capital impacted by the payment of annual and incentive bonuses and payment of long-term cash compensation during the first quarter and other normal timing differences.
Net cash flow provided by operating activities for each period primarily consisted of net income generated during the period, exclusive of non-cash expenses such as depreciation, amortization and stock-based compensation, and changes in the fair value of contingent consideration payable, with changes in working capital impacted by the payment of annual and incentive bonuses during the first quarter and other normal timing differences.
Reconciliation of Credit Adjusted EBITDA to net income Credit Adjusted EBITDA is a non-GAAP financial measure and should not be construed as an alternative to net income as an indicator of operating performance, nor as an alternative to cash flow provided by operating activities as a measure of liquidity, or any other performance measure in each case as determined in accordance with GAAP.
Reconciliation of Net income (loss) to Adjusted EBITDA Adjusted EBITDA is a non-GAAP financial measure and should not be construed as an alternative to net income as an indicator of operating performance, nor as an alternative to cash flow provided by operating activities as a measure of liquidity, or any other performance measure in each case as determined in accordance with GAAP.
See Note 15, Fair Value Measurements , for additional discussion. Income taxes Valuation allowances We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.
See Note 16, Fair Value Measurements , for additional discussion. Income taxes Valuation allowances We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.
These expenditures generally occur months in advance of the release of new content or the launch or acquisition of a new game. 70 • User acquisition .
These expenditures generally occur months in advance of the release of new content or the launch or acquisition of a new game. • User acquisition .
Net Income We calculate net income as revenue minus cost of revenues, research and development, sales and marketing, general and administrative expenses, interest and taxes. 72 Results of Operations The tables below show the results of our key financial and operating metrics for the periods indicated.
Net income We calculate net income as revenue minus cost of revenues, research and development, sales and marketing, general and administrative expenses, interest and taxes. 71 Results of Operations The tables below show the results of our key financial and operating metrics for the periods indicated.
Financing activities Net cash flows used in financing activities for the year ended December 31, 2024, was $167.1 million primarily related to dividends paid, earnout payments related to acquisitions, and repayments on bank borrowings. Net cash flows used in 79 financing activities of $18.2 million for the year ended December 31, 2023 primarily related to repayments on bank borrowings.
Net cash flows used in financing activities of $167.1 million for the year ended December 31, 2024 primarily related to dividends paid, earnout payments related to acquisitions, and repayments on bank borrowings. Net cash flows used in financing activities of $18.2 million for the year ended December 31, 2023, primarily related to repayments on bank borrowings.
Business combinations We apply the provisions of ASC 805, Business Combinations and allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed or incurred, and intangible assets acquired based on their estimated fair values.
Business combinations and related fair value measurements We apply the provisions of ASC 805, Business Combinations and allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed or incurred, and intangible assets acquired based on their estimated fair values.
These adverse impacts are partially 76 offset by the favorable impact of the Israeli Preferred Technology Enterprise regime. The full rate reconciliation is available in Note 21, Income Taxes. The provision for income tax was $157.1 million for the year ended December 31, 2023 and the effective income tax rate was 40.1%.
These adverse impacts are partially offset by the favorable impact of the Israeli Preferred Technology Enterprise regime. The full rate reconciliation is available in Note 22, Income Taxes. The provision for income tax was $157.1 million for the year ended December 31, 2023, and the effective income tax rate was 40.1%.
The difference between the effective income tax rate and the U.S. statutory tax rate is primarily due to adverse impacts of certain recurring items including tax rates in foreign jurisdictions and the relative amounts of income earned in those jurisdictions, unrecognized tax benefits, GILTI inclusion, and valuation allowances.
The difference between the effective income tax rate and the U.S. statutory tax rate was primarily due to adverse impacts of certain items including tax rates in foreign jurisdictions and the relative amounts of income earned in those jurisdictions, unrecognized tax benefits, GILTI inclusion, and valuation allowances.
Interest income Interest income in 2024, 2023 and 2022 is primarily related to interest earned on cash, cash equivalents and short-term investments.
Interest income Interest income in 2025, 2024 and 2023 is primarily related to interest earned on cash, cash equivalents and short-term investments.
We measure the performance of our business by using several key financial metrics, including revenue and operating income, and operating metrics, including Daily Active Users, Average Revenue per Daily Active User, Paying Users, and Average Revenue per Paying User.
We measure the performance of our business by using several key financial metrics, including revenue and operating income, and operating metrics, including Daily Active Users, Average Revenue per Daily Active User, Monthly Active Users, Daily Paying Users, and Average Daily Payer Conversion.
Our restricted cash totaled $1.9 million and $2.0 million at December 31, 2024 and December 31, 2023, respectively. Restricted cash primarily consists of deposits to secure obligations under our operating lease agreements and to secure 78 company-issued credit cards. The classification of restricted cash as current and long-term is dependent upon the intended use of each particular reserve.
Our restricted cash totaled $1.5 million and $1.9 million at December 31, 2025 and December 31, 2024, respectively. Restricted cash primarily consists of deposits to secure obligations under our operating lease agreements and to secure company-issued credit cards. The classification of restricted cash as current and long-term is dependent upon the intended use of each particular reserve.
We have grown and expect to continue to grow our business by acquiring games and game studios that have broad appeal and potential for scalable leadership in our core genres, enhance our growth profile, or that we believe can benefit from our live operations services, our design experience, and our scale.
We have grown and will continue to evaluate opportunities to further expand our business by acquiring games and game studios that have broad appeal and potential for scalable leadership in our core genres, enhance our growth profile, or that we believe can benefit from our live operations services, our design experience, and our scale.
Liquidity Our primary sources of liquidity are the cash flows generated from our operations, currently available unrestricted cash and cash equivalents, short-term highly liquid investments, and borrowings under our Credit Facility and Revolver. Our cash and cash equivalents totaled $565.8 million and $1,029.7 million at December 31, 2024 and December 31, 2023, respectively.
Liquidity Our primary sources of liquidity are the cash flows generated from our operations, currently available unrestricted cash and cash equivalents, short-term highly liquid investments, and borrowings under our Credit Facility and Revolver. Our cash and cash equivalents and short-term investments totaled $820.2 million and $565.8 million at December 31, 2025 and December 31, 2024, respectively.
Other Factors Affecting Net Income Year ended December 31, (in millions) 2024 2023 2022 Interest expense $ 155.2 $ 154.2 $ 117.5 Interest income (56.1) (43.9) (14.1) Foreign currency exchange, net 11.6 (1.3) 7.0 Other 0.4 0.5 0.2 Taxes on income 118.3 157.1 85.5 Interest expense Interest expense in 2024, 2023 and 2022 is primarily related to amounts borrowed under the Credit Facilities and senior notes.
Other Factors Affecting Net Income Year ended December 31, (in millions) 2025 2024 2023 Interest expense $ 143.3 $ 155.2 $ 154.2 Interest income (25.3) (56.1) (43.9) Foreign currency exchange, net 49.5 11.6 (1.3) Other 0.3 0.4 0.5 Taxes on income 33.5 118.3 157.1 Interest expense Interest expense in 2025, 2024 and 2023 is primarily related to amounts borrowed under the Credit Facilities and senior notes.
Platform providers (such as Apple, Facebook and Google) charge a transactional payment processing fee to accept payments from our players for the purchase of in-app virtual goods. Payment processing fees and other related expenses for in-app purchases made through our Direct-to-Consumer platforms are typically 3-4%, compared to a 30% platform fee for third party platforms.
Payment processing fees and other related expenses for in-app purchases made through our Direct-to-Consumer platforms are typically 3-4%. If our players choose to pay through a third-party platform, platform providers (such as Apple and Google) charge a transactional payment processing fee of 30% to accept payments from our players for such purchases.
Our presentation of Credit Adjusted EBITDA and Credit Adjusted EBITDA Margin should not be construed as an inference that our future results will be unaffected by unusual or unexpected items. 77 Year ended December 31, (In millions) 2024 2023 2022 Net income $ 162.2 $ 235.0 $ 275.3 Provision for income taxes 118.3 157.1 85.5 Interest and other, net 111.1 109.5 110.6 Depreciation and amortization 165.7 158.0 162.0 EBITDA 557.3 659.6 633.4 Stock-based compensation (1) 99.2 110.0 123.5 Impairment charges 68.9 51.3 — Changes in estimated value of contingent consideration (9.8) 1.4 (14.3) Acquisition and related expenses (2) 19.7 6.5 24.7 Other items (3) 22.4 3.4 37.8 Credit Adjusted EBITDA $ 757.7 $ 832.2 $ 805.1 Net income margin 6.4 % 9.2 % 10.5 % Credit Adjusted EBITDA margin 29.7 % 32.4 % 30.8 % __________ (1) Reflects stock-based compensation expense related to the issuance of equity awards to our employees and Directors.
Our presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our future results will be unaffected by unusual or unexpected items. 76 Year ended December 31, (In millions) 2025 2024 2023 Net income (loss) $ (206.4) $ 162.2 $ 235.0 Provision for income taxes 33.5 118.3 157.1 Interest and other, net 167.8 111.1 109.5 Depreciation and amortization 234.8 165.7 158.0 EBITDA 229.7 557.3 659.6 Stock-based compensation (1) 82.5 99.2 110.0 Impairment charges 6.4 68.9 51.3 Changes in estimated value of contingent consideration 398.8 (9.8) 1.4 Acquisition and related expenses (2) 25.0 19.7 6.5 Other items (3) 10.8 22.4 3.4 Adjusted EBITDA $ 753.2 $ 757.7 $ 832.2 Net income margin (7.5) % 6.4 % 9.2 % Adjusted EBITDA margin 27.3 % 29.7 % 32.4 % __________ (1) Reflects stock-based compensation expense related to the issuance of equity awards to our employees and Directors.
Cash flows The following tables present a summary of our cash flows for the periods indicated (in millions): Year ended December 31, 2024 2023 2022 Net cash flows provided by operating activities $ 490.1 $ 515.6 $ 493.7 Net cash flows used in investing activities (782.1) (240.2) (74.6) Net cash flows provided by (used in) financing activities (167.1) (18.2) (652.0) Effect of foreign exchange rate changes on cash and cash equivalents (4.9) 4.1 (15.7) Net change in cash, cash equivalents and restricted cash $ (464.0) $ 261.3 $ (248.6) Operating activities Net cash flows provided by operating activities for the year ended December 31, 2024 decreased $25.5 million when compared with the year ended December 31, 2023.
Cash flows The following tables present a summary of our cash flows for the periods indicated (in millions): Year ended December 31, 2025 2024 2023 Net cash flows provided by operating activities $ 567.7 $ 490.1 $ 515.6 Net cash flows used in investing activities (221.7) (782.1) (240.2) Net cash flows used in financing activities (230.0) (167.1) (18.2) Effect of foreign exchange rate changes on cash and cash equivalents 2.0 (4.9) 4.1 Net change in cash, cash equivalents and restricted cash $ 118.0 $ (464.0) $ 261.3 Operating activities Net cash flows provided by operating activities for the year ended December 31, 2025 increased $77.6 million when compared with the year ended December 31, 2024.
GAAP. Certain accounting policies require that we apply significant judgment in determining the appropriate assumptions for calculating financial estimates. By their nature, these judgments will be subject to an inherent degree of uncertainty.
Critical accounting policies and estimates We prepare our financial statements in conformity with U.S. GAAP. Certain accounting policies require that we apply significant judgment in determining the appropriate assumptions for calculating financial estimates. By their nature, these judgments will be subject to an inherent degree of uncertainty.
We believe that our cash and cash equivalents balance, restricted cash, borrowing capacity under our Revolving Credit Facility and our cash flows from operations will be sufficient to meet our normal operating requirements during the next 12 months and the foreseeable future and to fund capital expenditures.
We believe that our cash and cash equivalents balance, short-term investments, restricted cash, and cash flows from operations will be sufficient to meet our normal operating requirements during the next 12 months and the foreseeable future and to fund capital expenditures.
The fair value of derivative financial instruments is recognized as an asset or liability at each balance sheet date, with changes in fair value recorded in other comprehensive income on the consolidated statements of comprehensive income until the future underlying transactions occur.
See Note 15, Derivative Instruments, to the financial statements included elsewhere in this filing for additional discussion. The fair value of derivative financial instruments is recognized as an asset or liability at each balance sheet date, with changes in fair value recorded in other comprehensive income on the consolidated statements of comprehensive income until the future underlying transactions occur.
These operating metrics help our management to understand and measure the engagement levels of our players, the size of our audience and our reach. See “ Basis of Presentation ” and “ Summary Consolidated Financial and Other Data ” for additional information of these measures.
These operating metrics help our management to understand and measure the engagement levels of our players, the size of our audience and our reach. See “ Glossary of Terms ” for additional information of these measures.
Payments of short-term debt obligations, dividends to shareholders and other commitments are expected to be made from cash on the balance sheet and operating cash flows. Long-term obligations are expected to be paid through operating cash flows, or, if necessary, borrowings under our Revolving Credit facility or, if necessary, additional term loans or issuances of equity.
Payments of short-term debt obligations, dividends to shareholders and other 77 commitments are expected to be made from cash on the balance sheet and operating cash flows. Long-term obligations are expected to be paid through operating cash flows, refinancing of our existing credit facilities or additional debt issuances.
The amount for the year ended December 31, 2023 consists primarily of $1.8 million incurred by the Company for severance and $1.0 million for a tax assessment paid under protest.
The amount for the year ended December 31, 2024 consists primarily of $14.5 million and $6.9 million incurred by the Company related to severance and restructuring activities, respectively. The amount for the year ended December 31, 2023 consists primarily of $1.8 million incurred by the Company for severance and $1.0 million for a tax assessment paid under protest.
Our Credit Agreement defines Adjusted EBITDA (which we call “Credit Adjusted EBITDA”) as net income before (i) interest expense, (ii) interest income, (iii) provision for income taxes, (iv) depreciation and amortization expense, (v) impairment charges, (vi) stock-based compensation, (vii) contingent consideration, (viii) acquisition and related expenses, and (ix) certain other items.
Below is a reconciliation of Adjusted EBITDA to net income, the closest GAAP financial measure. Our Credit Agreement defines Adjusted EBITDA as net income before (i) interest expense, (ii) interest income, (iii) provision for income taxes, (iv) depreciation and amortization expense, (v) impairment charges, (vi) stock-based compensation, (vii) contingent consideration, (viii) acquisition and related expenses, and (ix) certain other items.
Net cash flows provided by operating activities for the year ended December 31, 2023 increased $21.9 million when compared with the year ended December 31, 2022.
Net cash flows provided by operating activities for the year ended December 31, 2024 decreased $25.5 million when compared with the year ended December 31, 2023.
We consider accounting estimates to be critical accounting policies when: • the estimates involve matters that are highly uncertain at the time the accounting estimates are made; and • different estimates or changes to estimates could have a material impact on the reported financial positions, changes in financial position or results of operations. 80 When more than one accounting principle, or method of its application, is generally accepted, we select the principle or method that we consider to be the most appropriate when given the specific circumstances.
We consider accounting estimates to be critical accounting policies when: • the estimates involve matters that are highly uncertain at the time the accounting estimates are made; and • different estimates or changes to estimates could have a material impact on the reported financial positions, changes in financial position or results of operations.
Impairment of long-lived assets Our long-lived assets to be held or used, including right-of-use (“ROU”) assets, and identifiable intangible assets that are subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets.
Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. 80 Impairment of long-lived assets Our long-lived assets to be held or used, including right-of-use (“ROU”) assets, and identifiable intangible assets that are subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets.
For additional information on our significant accounting policies, please refer to Note 1, Organization and Summary of Significant Accounting Policies, to the financial statements included elsewhere in this filing.
Due to the inherent uncertainty involving estimates, actual results reported in the future may differ from such estimates. For additional information on our significant accounting policies, please refer to Note 1, Organization and Summary of Significant Accounting Policies, to the financial statements included elsewhere in this filing.
Investing activities Net cash flows used in investing activities for the year ended December 31, 2024 increased $541.9 million when compared to the year ended December 31, 2023 mainly due to $686.9 million of consideration paid (net of cash acquired) for the 2024 acquisition of SuperPlay Ltd.
Investing activities Net cash flows used in investing activities for the year ended December 31, 2025 decreased $560.4 million when compared to the year ended December 31, 2024 mainly due to $686.9 million of consideration paid (net of cash acquired) for the 2024 acquisition of SuperPlay Ltd offset by an additional $79.6 million paid for short-term investments in 2025.
In addition, sales and marketing expenses include depreciation and amortization expenses associated with assets related to our sales and marketing efforts. We plan to continue to invest in sales and marketing to retain and acquire users.
In addition, sales and marketing expenses include depreciation and amortization expenses associated with assets related to our sales and marketing efforts. We plan to continue to invest in sales and marketing to retain and acquire users. However, sales and marketing expenses may fluctuate as a percentage of revenues depending on the timing and efficiency of our marketing efforts.
We also record adjustments to contingent consideration payable recorded after the acquisition date, and legal settlement expenses, as components of general and administrative expense.
General and administrative expenses also include depreciation and amortization expenses associated with assets not directly attributable to any of the 70 expense categories above. We also record adjustments to contingent consideration payable recorded after the acquisition date, and legal settlement expenses, as components of general and administrative expense.
Our games are played on various third-party platforms for which the platform providers collect proceeds from our customers and pay us an amount after deducting platform fees.
Our games are played on various third-party platforms that allow customers to choose to make purchases through our Direct-to-Consumer platform or through the third-party platform. If paid through the third-part platform, the platform providers collect proceeds from our customers and pay us an amount after deducting platform fees.
The increase in interest expense in 2024 when compared to 2023 is primarily due to slightly higher average interest rates. The increase in interest expense in 2023 when compared with 2022 is primarily related to higher average interest rates.
The decrease in interest expense in 2025 when compared with 2024 is primarily related to lower variable rate debt balance and lower average interest rates paid on that balance. The increase in interest expense in 2024 when compared to 2023 is primarily due to slightly higher average interest rates.
Impairment charges During the year ended December 31, 2024, we recorded an impairment charge of $29.9 million related to the Redecor game title based upon continued lower than expected performance of that title, and an impairment charge of $36.3 million related to certain investments in unconsolidated affiliates based upon poor performance of those investments leading to significant uncertainty regarding their future viability. 74 Comparison of the year ended December 31, 2023 versus the year ended December 31, 2022 Year ended December 31, (in millions) 2023 2022 Revenues earned through third-party platforms $ 1,927.6 $ 2,008.6 Revenues earned through Direct-to-Consumer platforms 639.4 606.9 Revenues $ 2,567.0 $ 2,615.5 Cost of revenue $ 718.5 $ 735.7 Research and development expenses 406.4 472.3 Sales and marketing expenses 585.7 603.7 General and administrative expenses 303.5 332.4 Impairment charges 51.3 — Total costs and expenses $ 2,065.4 $ 2,144.1 Revenues Revenues for the year ended December 31, 2023 decreased by $48.5 million when compared to the year ended December 31, 2022.
Impairment charges During the year ended December 31, 2025, we recorded impairment charges of $6.4 million related to certain equity investments due to poor performance leading to significant uncertainty regarding their future viability, impairment of internal use software and impairment of an operating lease right-of-use asset. 73 Comparison of the year ended December 31, 2024 versus the year ended December 31, 2023 Year ended December 31, (in millions) 2024 2023 Revenues earned through third-party platforms $ 1,855.1 $ 1,927.6 Revenues earned through Direct-to-Consumer platforms 694.2 639.4 Revenues $ 2,549.3 $ 2,567.0 Cost of revenue $ 692.1 $ 718.5 Research and development expenses 403.0 406.4 Sales and marketing expenses 705.0 585.7 General and administrative expenses 288.7 303.5 Impairment charges 68.9 51.3 Total costs and expenses $ 2,157.7 $ 2,065.4 Revenues Revenues for the year ended December 31, 2024 decreased by $17.7 million when compared with the year ended December 31, 2023.
Net income Upon aggregating the components of our results of operations above, net income for the year ended December 31, 2024 decreased by $72.8 million when compared with 2023. Net income for the year ended December 31, 2023 decreased by $40.3 million when compared to 2022.
Net income for the year ended December 31, 2024 decreased by $72.8 million when compared to 2023.
We monitor the effectiveness of our hedges on a quarterly basis, both qualitatively and quantitatively, and expect these hedges to remain highly effective at offsetting fluctuations in exchange rates through their respective maturity dates. See Note 14, Derivative Instruments, to the financial statements included elsewhere in this filing for additional discussion.
Our derivative contracts are designated as cash flow hedges under ASC 815. We monitor the effectiveness of our hedges on a quarterly basis, both qualitatively and quantitatively, and expect these hedges to remain highly effective at offsetting fluctuations in exchange rates through their respective maturity dates.
Our financial performance is dependent, in part, on our ability to convert active players into paying players and sustainably grow user spend over the long term. Our players’ willingness to consistently make in-app purchases is impacted by our ability to deliver engaging content and personalized user experiences. • Acquisitions of games and new technology .
Our players’ willingness to consistently make in-app purchases is impacted by our ability to deliver engaging content and personalized user experiences. • Acquisitions of games and new technology .
Key Factors Affecting Our Business There are a number of factors that affect the performance of our business, and the comparability of our results from period to period, including: • Conversion of players into paying users and ongoing monetization. While our games are free-to-play, we generate substantially all of our revenues from players’ purchases of in-game virtual items.
As a result, we have retained paying users over long periods of time. Key Factors Affecting Our Business There are a number of factors that affect the performance of our business, and the comparability of our results from period to period, including: • Conversion of players into paying users and ongoing monetization.
Significant terms of the Credit Facilities, the New Term Loan and the Notes, including balances outstanding, interest and fees, mandatory and voluntary prepayment requirements, collateral and guarantors and restrictive covenants are detailed in Note 12, Debt , to the financial statements included elsewhere in this filing. Critical accounting policies and estimates We prepare our financial statements in conformity with U.S.
Interest on the Notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing on September 15, 2021. 79 Significant terms of the Credit Facilities, the New Term Loan and the Notes, including balances outstanding, interest and fees, mandatory and voluntary prepayment requirements, collateral and guarantors and restrictive covenants are detailed in Note 13, Debt , to the financial statements included elsewhere in this filing.
Net cash flows used in investing activities for the year ended December 31, 2023 increased $165.6 million when compared to the year ended December 31, 2022, mainly due to $159.6 million of consideration paid (net of cash acquired) for the 2023 acquisitions of Youda Games and G.S InnPlay Labs Ltd.
Net cash flows used in investing activities for the year ended December 31, 2024 increased $541.9 million when compared to the year ended December 31, 2023, mainly due to $686.9 million of consideration paid (net of cash acquired) for the 2024 acquisitions of SuperPlay Ltd offset by $159.6 million for the 2023 acquisitions of InnPlay Labs, and Youda Games. 78 Financing activities Net cash flows used in financing activities for the year ended December 31, 2025, was $230.0 million primarily related to dividends paid, earnout payments related to acquisitions, the repurchase of shares and repayments on bank borrowings.
(2) Includes costs incurred to evaluate and pursue acquisition activities as well as costs incurred by the Company in connection with the evaluation of strategic alternatives. (3) The amount for the year ended December 31, 2024 consists primarily of $14.5 million and $6.9 million incurred by the Company related to severance and restructuring activities, respectively.
(2) Includes costs incurred to evaluate and pursue acquisition activities as well as costs incurred by the Company in connection with the evaluation of strategic alternatives.
Foreign currency hedge agreements We use foreign currency derivative contracts to reduce our exposure to fluctuating exchange rates between the United States dollar (as our functional currency) and certain expense lines denominated in Euros (“EUR”), Israeli Shekels (“ILS”), Polish Zloty (“PLN”) and Romanian Leu (“RON”). Our derivative contracts are designated as cash flow hedges under ASC 815.
For each future reporting period, we 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. 82 Foreign currency hedge agreements We use foreign currency derivative contracts to reduce our exposure to fluctuating exchange rates between the United States dollar (as our functional currency) and certain expense lines denominated in Euros (“EUR”), Israeli Shekels (“ILS”), Polish Zloty (“PLN”) and Romanian Leu (“RON”).
Interest on the Notes will accrue at a rate of 4.250% per annum. Interest on the Notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing on September 15, 2021.
The Notes mature on March 15, 2029. Interest on the Notes will accrue at a rate of 4.250% per annum.
In addition, general and administrative expenses include outsourced professional services such as consulting, legal and accounting services, taxes and dues, insurance premiums, and costs associated with maintaining our property and infrastructure. General and administrative expenses also include depreciation and amortization expenses associated with assets not directly attributable to any of the expense categories above.
General and administrative General and administrative expenses consist of salaries, bonuses, benefits, and other compensation, including stock-based compensation, for all our corporate support functional areas, including our senior leadership. In addition, general and administrative expenses include outsourced professional services such as consulting, legal and accounting services, taxes and dues, insurance premiums, and costs associated with maintaining our property and infrastructure.
Impairment charges During the year ended December 31, 2023, we recorded an impairment charge of $41.6 million related to the Redecor game title based upon lower than expected performance of that title. Also included in the year ended December 31, 2023 is a $9.7 million write-off of JustPlay.LOL Ltd’s game title.
Impairment charges During the year ended December 31, 2024, we recorded an impairment charge of $29.9 million related to the Redecor game title based upon continued lower than expected performance of that title, and an impairment charge of $36.3 million related to certain investments in unconsolidated affiliates based upon poor performance of those investments leading to significant uncertainty regarding their future viability.
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. Also on March 11, 2021, we issued $600.0 million aggregate principal amount of our 4.250% senior notes due 2029 (the “Notes”). The Notes mature on March 15, 2029.
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.
Significant estimates in valuing such liabilities include, but are not limited to, future financial models and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Significant estimates in valuing such liabilities include, but are not limited to, future financial models and discount rates.
General and administrative expenses for the year December 31, 2023 include a $1.0 million tax assessment paid under protest. Further, we incurred $6.6 million and $24.7 million in costs related to strategic alternatives, for the years ended December 31, 2023 and 2022, respectively.
(3) Amounts for the year ended December 31, 2025 consists of $9.8 million and $2.0 million incurred by the Company related to restructuring activities and severance, respectively, and $1.1 million of reimbursement of a tax assessment paid under protest in 2023.
The increase in interest income for 2023 when compared to 2022 is driven primarily by higher interest rates and from more active investment of excess cash in income-bearing investments. Taxes on income The provision for income tax was $118.3 million for the year ended December 31, 2024 and the effective income tax rate was 42.2%.
The full rate reconciliation is available in Note 22, Income Taxes. 75 The provision for income tax was $118.3 million for the year ended December 31, 2024 and the effective income tax rate was 42.2%.
The difference between the effective income tax rate and the U.S. statutory tax rate was primarily due to adverse impacts of certain recurring items such as tax rates in foreign jurisdictions and the relative amounts of income earned in those jurisdictions, unrecognized tax benefits, and GILTI inclusion.
Taxes on income The provision for income tax was $33.5 million for the year ended December 31, 2025 and the effective income tax rate was (19.3)%. The difference between the effective income tax rate and the U.S. statutory tax rate is primarily due to adverse impacts of certain items including changes in valuation of Contingent Consideration and GILTI inclusion.
The decrease in sales and marketing expenses was primarily related to decreased offline media expenses, depreciation and amortization expense, and decreased headcount and lower associated payroll costs. General and administrative expenses General and administrative expenses for the year ended December 31, 2023 decreased by $28.9 million when compared with the year ended December 31, 2022.
Depreciation and amortization expense also increased approximately $39.4 million primarily related to a full year of expense for our 2024 acquisition of SuperPlay. General and administrative expenses General and administrative expenses for the year ended December 31, 2025 increased by $330.4 million when compared with the year ended December 31, 2024.
These adverse impacts are partially offset by the the favorable impact of the Israeli Preferred Technology Enterprise regime. The provision for income tax was $85.5 million for the year ended December 31, 2022, and the effective income tax rate was 23.7%.
These adverse impacts are partially offset by the recurring favorable impact of the Israeli Preferred Technology Enterprises regime. The full rate reconciliation is available in Note 22, Income Taxes. Net income Upon aggregating the components of our results of operations above, net income for the year ended December 31, 2025 decreased by $368.6 million when compared with 2024.
As of December 31, 2024 and 2023, we had $600 million in additional borrowing capacity pursuant to our Revolving Credit Facility. Recognizing that our Revolving Credit Facility matures in 2026, we are evaluating our financing alternatives and debt maturities in the near-term.
On February 16, 2026, the Company entered into a Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement which, among other things, extended the maturity of the Revolving Credit Facility to March 6, 2027. As of December 31, 2025 and 2024, we had $550 million and $600 million, respectively, in additional borrowing capacity pursuant to our Revolving Credit Facility.
In addition, research and development related outsourcing costs decreased from 2022 to 2023 due to a reduction in the number of ongoing projects. Sales and marketing expenses Sales and marketing expenses for the year ended December 31, 2023 decreased by $18.0 million when compared with the year ended December 31, 2022.
Sales and marketing expenses Sales and marketing expenses for the year ended December 31, 2025 increased by $244.8 million when compared with the year ended December 31, 2024. The increase was primarily due to a net increase in media expenses of approximately $197.0 million relating to our 2024 acquisition of SuperPlay, offset by decreases in other gaming titles.
Offsetting the decrease is an increase in server hosting costs due to higher fees and the acquisitions of Youda and InnPlay. Research and development expenses Research and development expenses for the year ended December 31, 2023 decreased by $65.9 million when compared with the year ended December 31, 2022.
Research and development expenses Research and development expenses for the year ended December 31, 2025 increased by $23.7 million when compared with the year ended December 31, 2024.
Removed
As a result, we have retained paying users over long periods of time. Recent Events On October 7, 2023, the State of Israel was attacked by Hamas, and the State of Israel subsequently declared war on Hamas.
Added
While our games are free-to-play, we generate substantially all of our revenues from players’ purchases of in-game virtual items. Our financial performance is dependent, in part, on our ability to convert active players into paying players and sustainably grow user spend over the long term.
Removed
Since that time, Israel has been engaged in a multi-front armed conflict with combatants located in Gaza, the West Bank, Syria, Iran, Lebanon and Yemen. Following a period of intense conflict, a temporary ceasefire was reached between Israel and Hamas on January 17, 2025. A separate ceasefire between Israel and Lebanon was reached on November 27, 2024.
Added
Impairment charges Impairment charges in 2025 reflect impairment of internal use software and an operating lease right-of-use asset, as well as the impairment of a certain investment in unconsolidated affiliate based upon poor performance of that investment leading to significant uncertainty regard its future viability.
Removed
While this marked a step towards de-escalation, the situation in the region remains volatile and fragile.
Added
The increases were partially offset primarily by a decline in Slotomania . Cost of revenue Cost of revenue for the year ended December 31, 2025 increased by $66.4 million when compared with 2024.
Removed
While this war and these conflicts have not had a direct material financial impact on the Company as of the date of this filing, the Company’s headquarters are located in Israel, and the Company employs approximately 1,320 professionals in Israel, including the majority of the Company’s senior leadership team. The Company is actively monitoring the developments in this geographic region.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasurement of our asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.
Biggest changeDollar is diversified across geographic regions and we incur expenses in the same currencies in these regions. 84 We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to remeasurement of our asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.
Therefore, fluctuations in interest rates will impact the amount of interest expense we incur and have to pay. In March 2021, we entered into two interest rate swap agreements, each with a notional value of $250 million. Each of these swap agreements is with a different financial institution as the counterparty to reduce our counterparty risk.
Therefore, fluctuations in interest rates will impact the amount of interest expense we incur and have to pay. 83 In March 2021, we entered into two interest rate swap agreements, each with a notional value of $250 million. Each of these swap agreements is with a different financial institution as the counterparty to reduce our counterparty risk.
There were no borrowings against our Revolving Credit Facility at December 31, 2024 or December 31, 2023. The Notes bear interest at a fixed rate of 4.250% per annum and accordingly do not vary with prevailing interest rates.
There were no borrowings against our Revolving Credit Facility at December 31, 2025 or December 31, 2024. The Notes bear interest at a fixed rate of 4.250% per annum and accordingly do not vary with prevailing interest rates.
Dollar and most of our revenues are denominated in U.S. Dollars. However, we have foreign currency risks related to a significant portion of our operating expenses, consisting of headcount related expenses as well as leases and certain other operating expenses, denominated in currencies other than the U.S.
Dollar and most of our revenues are denominated in U.S. Dollars. However, we have foreign currency risks related to a significant portion of our operating expenses, consisting of headcount related expenses as well as certain other operating expenses, denominated in currencies other than the U.S. Dollar, primarily the EUR, ILS, PLN and RON.
A hypothetical 100 basis point increase or decrease in weighted average interest rates under our Term Loan and Revolving Credit Facility would have increased or decreased our interest expense by $8.3 million and $8.5 million for the years ended 84 December 31, 2024 and 2023, respectively, including consideration of the impact the hypothetical basis point change would have had on our interest rate swap agreements.
A hypothetical 100 basis point increase or decrease in weighted average interest rates under our Term Loan would have increased or decreased our interest expense by $8.1 million and $8.3 million for the years ended December 31, 2025 and 2024, respectively, including consideration of the impact the hypothetical basis point change would have had on our interest rate swap agreements.
We had borrowings outstanding under our Term Loan with book values of $1,805.4 million and $1,822.8 million at December 31, 2024 and December 31, 2023, respectively, which were subject to a weighted average interest rate of 8.030% and 7.840% for the years ended December 31, 2024 and 2023, respectively.
We had borrowings outstanding under our Term Loan with book values of $1,793.2 million and $1,805.4 million at December 31, 2025 and December 31, 2024, respectively, which were subject to a weighted average interest rate of 6.879% and 8.030% for the years ended December 31, 2025 and 2024, respectively.
Investment risk We had cash and cash equivalents including restricted cash totaling $567.7 million and $1,031.7 million as of December 31, 2024 and December 31, 2023, respectively. Our investment policy and strategy primarily attempts to preserve capital and meet liquidity requirements without significantly increasing risk.
Investment risk We had cash and cash equivalents including restricted cash totaling $685.7 million and $567.7 million as of December 31, 2025 and December 31, 2024, respectively, and short-term investments of $136.0 million as of December 31, 2025. Our investment policy and strategy primarily attempts to preserve capital and meet liquidity requirements without significantly increasing risk.
A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our senior notes by $19.9 million for the year ended December 31, 2024. A hypothetical 100 basis point decrease in interest rates would have increased the fair value of our senior notes by $20.8 million for the years ended December 31, 2024.
A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our senior notes by $15.7 million for the year ended December 31, 2025. A hypothetical 100 basis point decrease in interest rates would have increased the fair value of our senior notes by $15.6 million for the years ended December 31, 2025.
As of December 31, 2024, we had entered into derivative contracts to purchase certain foreign currencies, including EUR, ILS, RON and PLN, at future dates. The approximate amount of hedges was equal to $194.5 million, and all contracts are expected to mature during the upcoming 12 months. 85
As of December 31, 2025, we had entered into derivative contracts to purchase certain foreign currencies at future dates. The approximate amount of hedges was equal to $206.6 million, and all contracts are expected to mature during the upcoming 12 months. 85
Dollar, primarily the Euro (“EUR”), Israeli Shekel (“ILS”), British Pound, Euro, Polish Zloty (“PLN”) and Romanian Leu (“RON”). Accordingly, changes in exchange rates in the future may negatively affect our future revenues and other operating results as expressed in U.S. Dollars. Our foreign currency risk is partially mitigated as our revenues recognized in currencies other than the U.S.
Accordingly, changes in exchange rates in the future may negatively affect our future revenues and other operating results as expressed in U.S. Dollars. Our foreign currency risk is partially mitigated as our revenues recognized in currencies other than the U.S.
Removed
Dollar is diversified across geographic regions and we incur expenses in the same currencies in these regions.

Other PLTK 10-K year-over-year comparisons