Playtika Holding Corp.

Previous wording

On October 7, 2023, the State of Israel was attacked by Hamas, and the State of Israel subsequently declared war on Hamas. Since that time, Israel has been engaged in a multi-front armed conflict with combatants located in Gaza, the West Bank, Syria, Iran, Lebanon and Yemen. Following a period of intense conflict, a temporary ceasefire was reached between Israel and Hamas on January 17, 2025, with the agreement going into effect on January 19, 2025. The Israel-Hamas ceasefire collapsed in March 2025, leading to renewed hostilities in Gaza. A separate ceasefire between Israel and Lebanon was reached on November 27, 2024. While these developments marked steps toward de-escalation, both ceasefires have experienced significant violations and breakdowns. Similarly, the Israel-Lebanon ceasefire, initially set to last 60 days and later extended, was repeatedly breached by both sides, resulting in ongoing violence and instability along the border. As of today, the situation in the region remains volatile and fragile, with intermittent fighting and no comprehensive or lasting peace agreement in place. 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 1,375 professionals in Israel, including the majority of the Company’s senior leadership team. The Company is actively monitoring the developments in this geographic region.

Current wording

On October 7, 2023, the State of Israel was attacked by Hamas, and the State of Israel subsequently declared war on Hamas. Since that time, Israel has been engaged in a multi-front armed conflict with combatants located in Gaza, the West Bank, Syria, Iran, Lebanon and Yemen. Following a period of intense conflict, a temporary ceasefire was reached between Israel and Hamas on January 17, 2025, with the agreement going into effect on January 19, 2025. The Israel-Hamas ceasefire collapsed in March 2025, leading to renewed hostilities in Gaza. A separate ceasefire between Israel and Lebanon was reached on November 27, 2024. While these developments marked steps toward de-escalation, both ceasefires have experienced significant violations and breakdowns. Similarly, the Israel-Lebanon ceasefire, initially set to last 60 days and later extended, was repeatedly breached by both sides, resulting in ongoing violence and instability along the border.

Previous wording

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. Platform providers (such as Apple 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

Current wording

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.

Previous wording

-25- made through our Direct-to-Consumer platforms are typically 3-4%, compared to a 30% platform fee for third party platforms. We generally expect cost of revenue to fluctuate proportionately with revenues.

Current wording

Platform providers (such as Apple 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. We generally expect cost of revenue to fluctuate proportionately with revenues.

Previous wording

-26- jurisdictions for financial reporting purposes and the amounts used for income tax purposes. Under current U.S. tax law, the federal statutory tax rate applicable to corporations is 21%. Our effective tax rate can fluctuate based on various factors, including our financial results and the geographic mix to which they relate, the applicability of special tax regimes, changes in our business or operations, examination-related developments and uncertain tax positions, and changes in tax law.

Current wording

The provision for income taxes consists of current income taxes in the various jurisdictions where we are subject to taxation, primarily the United States, the United Kingdom, Israel, Germany, and Austria, as well as deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities in each of these jurisdictions for financial reporting purposes and the amounts used for income tax purposes. Under current U.S. tax law, the federal statutory tax rate applicable to corporations is 21%. Our effective tax rate can fluctuate based on various factors, including our financial results and the geographic mix to which they relate, the applicability of special tax regimes, changes in our business or operations, examination-related developments and uncertain tax positions, and changes in tax law.

Previous wording

Comparison of the three months ended March 31, 2025 versus the three months ended March 31, 2024

Current wording

Comparison of the three and six months ended June 30, 2025 versus the three and six months ended June 30, 2024

Previous wording

Revenues for the three months ended March 31, 2025 increased by $54.8 million when compared with the comparable period of 2024 primarily due to incremental revenues from the SuperPlay acquisition in November 2024 which more than offset the decrease in revenues due to reduced monetization primarily in slot-themed games.

Current wording

Revenues for the three and six months ended June 30, 2025 increased by $69.0 million and $123.8 million, respectively, when compared with the comparable periods of 2024 primarily due to incremental revenues from the SuperPlay acquisition

Previous wording

Cost of revenue for the three months ended March 31, 2025 increased by $20.4 million when compared with the comparable period of 2024. The increase in cost of revenue is primarily due to an increase in platform fees associated with revenue from SuperPlay, as well as an increase in amortization expense of intangible assets from the SuperPlay acquisition in November 2024.

Current wording

Cost of revenue for the three and six months ended June 30, 2025 increased by $27.6 million and $48.0 million, respectively, when compared with the comparable periods of 2024. The increase in cost of revenue is primarily due to an increase in platform fees associated with revenue from SuperPlay, as well as an increase in amortization expense of intangible assets from the SuperPlay acquisition in November 2024.

Previous wording

Sales and marketing expenses for the three months ended March 31, 2025 increased by $81.4 million when compared with the comparable period of 2024. The increases in sales and marketing expenses were due largely to increased media buy, other marketing expenses and depreciation and amortization driven by the acquisition of SuperPlay.

Current wording

Sales and marketing expenses for the three and six months ended June 30, 2025 increased by $88.3 million and $169.7 million, respectively, when compared with the comparable periods of 2024. The increases in sales and marketing expenses were due largely to increased media buy and depreciation and amortization driven by the acquisition of SuperPlay.

Previous wording

General and administrative expenses for the three months ended March 31, 2025, decreased by $6.6 million when compared with the comparable period of 2024. The decrease in general and administrative expenses for the three months ended March 31, 2025 was primarily related to a decrease in appreciation and retention expense related to the Playtika Holding Corp. Retention Plan, offset by an increased stock-based compensation expense associated with equity grants made in December 2024.

Current wording

General and administrative expenses for the three and six months ended June 30, 2025, decreased by $30.2 million and $36.8 million, respectively, when compared with the comparable periods of 2024. The decrease in general and administrative expenses for the three and six months ended June 30, 2025 was primarily related to a decrease in appreciation and retention expense related to the Playtika Holding Corp. Retention Plan, and the adjustment to contingent consideration expense related to the SuperPlay earnout. Excluding the impact of these items, the general and administrative expenses for the three and six months ended June 30, 2025, increased by $7.7 million and $17.1 million, respectively, when compared with the comparable periods of 2024 due to increased employee compensation and related costs related to increased headcount primarily driven by the acquisition of SuperPlay.

Previous wording

During the three months ended March 31, 2024, we recorded an impairment charge of $7.0 million related to our investments in unconsolidated affiliates. There were no impairment charges for the three months ended March 31, 2025.

Current wording

During the three and six months ended June 30, 2025, we recorded an impairment charge of $0.4 million related to the impairment of an operating lease right-of-use asset. During the six months ended June 30, 2024, we recorded an impairment charge of $7.0 million related to our investments in unconsolidated affiliates.

Previous wording

Interest expense for the three months ended March 31, 2025 decreased $2.9 million when compared with the same period of 2024 as a result of lower average interest rates on our variable rate debt.

Current wording

Interest expense for the three and six months ended June 30, 2025 decreased $2.4 million and $5.3 million, respectively, when compared with the same periods of 2024 as a result of lower variable rate debt balance and lower average interest rates paid on that balance.

Previous wording

Interest income for the three months ended March 31, 2025 decreased by $7.2 million when compared with the same period of 2024 as a result of lower balances held in interest bearing cash, cash equivalents and short-term investments, and lower average interest rates earned on those balances.

Current wording

Interest income for the three and six months ended June 30, 2025 decreased by $8.0 million and $15.2 million, respectively, when compared with the same periods of 2024 as a result of lower balances held in interest bearing cash, cash equivalents and short-term investments, and lower average interest rates earned on those balances.

Previous wording

The effective income tax rate for the three months ended March 31, 2025 was 25.5% compared to 29.2% for the three months ended March 31, 2024. The effective tax rates were determined using a worldwide estimated annual effective tax rate and took discrete items into consideration. The difference between the effective tax rate and the 21% U.S. federal statutory rate for the three months ended March 31, 2025 was primarily due to the inclusion of Global Intangible Low-Taxed Income, tax rates in foreign jurisdictions, state income taxes, and changes in valuation allowances, partially offset by a favorable impact of tax provisions that do not meet the more likely than not standard. The difference between the effective tax rate and the 21% U.S. federal statutory rate for the three months ended March 31, 2024 was primarily due to tax provisions that do not meet the more likely than not standard and the inclusion of Global Intangible Low-Taxed Income.

Current wording

The effective income tax rate for the three months ended June 30, 2025 was 26.4% compared to 28.0% for the three months ended June 30, 2024. The effective income tax rate for the six months ended June 30, 2025 was 26.0% compared to 28.5% for the six months ended June 30, 2024. The effective tax rates were determined using a worldwide estimated annual effective tax rate and took discrete items into consideration. The difference between the effective tax rate and the 21% U.S. federal statutory rate for the six months ended June 30, 2025 was primarily due to the inclusion of Global Intangible Low-Taxed Income, tax rates in foreign jurisdictions, state income taxes, and changes in valuation allowances, partially offset by a favorable impact of tax provisions that do not meet the more likely than not standard. The difference between the effective tax rate and the 21% U.S. federal statutory rate for the six months ended June 30, 2024 was primarily due the inclusion of Global Intangible Low-Taxed Income and non-deductible stock-based compensation expense, partially offset by a non-recurring favorable impact of reversal of accruals related to undistributed earnings.

Previous wording

Upon aggregating all of the components of our results of operations above, net income for the three months ended March 31, 2025, decreased $22.4 million when compared with the same period of 2024.

Current wording

Upon aggregating all of the components of our results of operations above, net income for the three and six months ended June 30, 2025, decreased $53.4 million and $75.8 million, respectively, when compared with the same periods of 2024.

Previous wording

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. 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.

Current wording

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. Our presentation of

Previous wording

(3) Amounts for the three months ended March 31, 2025 and 2024 consist primarily of $0.7 million and $12.1 million, respectively, incurred by the Company for severance.

Current wording

(3) Amounts for the three and six months ended June 30, 2025 consists of $7.8 million and $8.5 million, respectively, incurred by the Company related to restructuring activities.

Previous wording

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 $600 million revolving credit facility (the “Revolving Credit Facility”) (together with our senior secured first lien term loan, the “Credit Agreement”). Our cash and cash equivalents and short-term investments totaled $514.3 million and $565.8 million at March 31, 2025 and December 31, 2024, respectively. As of both March 31, 2025 and December 31, 2024, we had $600 million in additional borrowing capacity pursuant to our Revolving Credit Facility. On April 23, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement which, among other things, decreased the aggregate principal amount of the Revolving Credit Facility from $600 million to $550 million and, subject to the satisfaction of certain conditions, will extend the maturity of the Revolving Credit Facility to September 11, 2027. 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.

Current wording

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 $550 million revolving credit facility (the “Revolving Credit Facility”) (together with our senior secured first lien term loan, the “Credit Agreement”). Our cash and cash equivalents and short-term investments totaled $592.1 million and $565.8 million at June 30, 2025 and December 31, 2024, respectively. On April 23, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement which, among other things, decreased the aggregate principal amount of the Revolving Credit Facility from $600 million to $550 million and, subject to the satisfaction of certain conditions, will extend the maturity of the Revolving Credit Facility to September 11, 2027, subject to the satisfaction of certain conditions (including regulatory approval). As of

Previous wording

Net cash flows provided by operating activities for the three months ended March 31, 2025 was $18.8 million compared with $29.6 million for the same period of 2024. Net cash flows 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, 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 working-capital timing differences.

Current wording

Net cash flows provided by operating activities for the six months ended June 30, 2025 was $164.9 million compared with $180.1 million for the same period of 2024. Net cash flows 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, 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 working-capital timing differences.

Previous wording

Net cash flow used in investing activities for the three months ended March 31, 2025 was $105.1 million when compared with $35.9 million for the same period of 2024. Cash flows used in investing activities generally includes outflows related to the purchase and capitalization of assets and, in 2025, includes $79.5 million of cash outflow for the purchase of short-term investments.

Current wording

Net cash flow used in investing activities for the six months ended June 30, 2025 was $135.2 million when compared with $449.1 million for the same period of 2024. Cash flows used in investing activities generally includes outflows related to the purchase and capitalization of assets and includes $159.8 million and $390.1 million of cash outflow for the purchase of short-term investments in the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Net cash flows used in financing activities for the three months ended March 31, 2025 was $47.4 million, compared with $5.5 million for the same period of 2024. Financing activity cash flows for the three months ended March 31, 2025 primarily relates to a cash dividend paid and stock repurchases of common stock under the Company’s stock repurchase program, and in both 2025 and 2024 includes repayments on our bank borrowings.

Current wording

Net cash flows used in financing activities for the six months ended June 30, 2025 was $97.0 million, compared with $48.6 million for the same period of 2024. Financing activity cash flows for the six months ended June 30, 2025 and 2024

Previous wording

-32- principal amount of the Revolving Credit Facility from $600 million to $550 million and will extend the maturity of the Revolving Credit Facility to September 11, 2027. The Term Loan requires quarterly principal payments equal to 0.25% of the original aggregate principal amount of the Term Loan with balance due at maturity.

Current wording

We have a $1.9 billion senior secured first lien term loan (the “Term Loan”) maturing on March 11, 2028, and a$550 million Revolving Credit Facility (together, the “Credit Agreement”) maturing on March 11, 2026. In April 2025, we entered into a Fourth Amendment to the Credit Agreement which will extend the maturity of the Revolving Credit Facility to September 11, 2027, subject to the satisfaction of certain conditions (including a regulatory approval). The Term Loan requires quarterly principal payments equal to 0.25% of the original aggregate principal amount of the Term Loan with balance due at maturity.