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.

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. A temporary ceasefire was implemented October 10, 2025 between Israel and Hamas. Both sides continue to face international pressure to uphold the agreement, with ongoing diplomatic efforts aimed at preserving the fragile truce.

Previous wording

In recent months, Iran’s direct involvement in the regional conflict escalated dramatically, culminating in an unprecedented open war with Israel. The situation in the region remains volatile and fragile, with intermittent fighting and no comprehensive or lasting peace agreement in place and sporadic escalations continue to threaten the broader regional stability. 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 1,340 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

While this prolonged state of regional warfare has not had a direct material financial impact on the Company as of the date of this filing, the Company’s headquarters are located in Israel, and the Company employs approximately 1,273 professionals in Israel, including the majority of the Company’s senior leadership team. The Company continues to actively monitor the developments in this geographic region.

Previous 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.

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. 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

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.

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,

Previous wording

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

Current wording

Comparison of the three and nine months ended September 30, 2025 versus the three and nine months ended September 30, 2024

Previous 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

Current wording

Revenues for the three and nine months ended September 30, 2025 increased by $53.8 million and $177.6 million, respectively, when compared with the comparable periods 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.

Previous 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.

Current wording

Cost of revenue for the three and nine months ended September 30, 2025 increased by $10.3 million and $58.3 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

Research and development expenses for the three and six months ended June 30, 2025 increased by $13.9 million and $10.8 million, respectively, when compared with the comparable periods of 2024. The increases are primarily due to increases in cost associated with restructuring and outsourcing services, and increased employee compensation and related costs related to increased headcount. These net increases were offset by decreases in appreciation and retention expense related to the Playtika Holding Corp. Retention Plan and in stock-based compensation as awards became fully vested.

Current wording

Research and development expenses for the nine months ended September 30, 2025 increased $10.4 million when compared with the comparable periods of 2024. The increase was primarily due to increases in cost associated with restructuring and outsourcing services, and increased employee compensation and related costs related to increased headcount. These increases were offset by decreases in appreciation and retention expense related to the conclusion of the Retention Plan and in stock-based compensation as awards became fully vested.

Previous 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.

Current wording

Sales and marketing expenses for the three and nine months ended September 30, 2025 increased by $56.4 million and $226.1 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. Sales and marketing expenses may materially fluctuate between quarters as a percentage of revenues depending on the timing of our marketing efforts driven primarily by our newly acquired studios such as SuperPlay and InnPlay.

Previous 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.

Current wording

General and administrative expenses for the nine months ended September 30, 2025 decreased $22.4 million when compared with the comparable period of 2024. The net decrease in general and administrative expenses was primarily related to a decrease in appreciation and retention expense related to the conclusion of the Retention Plan, and the adjustment to contingent consideration expense for the SuperPlay earnout. Excluding the impact of these items, the general and administrative expenses for the nine months ended September 30, 2025 increased by $29.3 million when compared with the comparable period of 2024 due to increased incentive and retention costs and a net increase to stock based compensation.

Previous 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.

Current wording

-32- impairment of an operating lease right-of-use asset. During the three and nine months ended September 30, 2024, we recorded impairment charges of $29.3 million and $36.3 million, respectively, related to our investments in unconsolidated affiliates.

Previous 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.

Current wording

Interest expense for the three and nine months ended September 30, 2025 decreased $2.1 million and $7.4 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 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.

Current wording

Interest income for the three and nine months ended September 30, 2025 decreased by $11.9 million and $27.1 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 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.

Current wording

The effective income tax rate for the three months ended September 30, 2025 was 32.7% compared to 38.3% for the three months ended September 30, 2024. The effective income tax rate for the nine months ended September 30, 2025 was 28.7% compared to 30.9% for the nine months ended September 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 nine months ended September 30, 2025 was primarily due to the inclusion of Global Intangible Low-Taxed Income, tax rates in foreign jurisdictions, and state income taxes, partially offset by favorable impacts of tax provisions that do not meet the more likely than not standard and the Israel Preferred Technology Enterprise regime. The difference between the effective tax rate and the 21% U.S. federal statutory rate for the nine months ended September 30, 2024 was primarily due to tax positions that do not meet the more likely than not standard, 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 and six months ended June 30, 2025, decreased $53.4 million and $75.8 million, respectively, when compared with the same periods of 2024.

Current wording

Upon aggregating all of the components of our results of operations above, net income for the three and nine months ended September 30, 2025, decreased $0.2 million and $76.0 million, respectively, when compared with the same periods of 2024.

Previous wording

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. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues.

Current wording

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

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

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 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.

Previous 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.

Current wording

(3) Amounts for the three and nine months ended September 30, 2025 consists of $1.3 million and $9.8 million, respectively, incurred by the Company related to restructuring activities and $1.1 million of reimbursement of a tax assessment paid under protest in 2023.

Previous wording

Amounts for the three and six months ended June 30, 2024 consist primarily of $2.6 million and $11.2 million, respectively, incurred by the Company for severance and $1.6 million and $5.1 million, respectively, incurred by the Company related to restructuring activities.

Current wording

Amounts for the three and nine months ended September 30, 2024 consist primarily of $2.0 million and $16.7 million, respectively, incurred by the Company for severance. The amount for the nine months ended September 30, 2024 also includes $6.2 million 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 $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

Current wording

“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 $640.8 million and $565.8 million at September 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 September 30, 2025 and December 31, 2024, we had $550 million and $600 million, respectively, in additional borrowing capacity pursuant to our Revolving Credit Facility. 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, refinancing of our existing credit facilities or additional debt issuances.

Previous wording

Our ability to fund our operations, pay our debt obligations and fund planned capital expenditures depends, in part, upon economic and other factors that are beyond our control, and disruptions in capital markets could impact our ability to secure additional funds through financing activities. We believe that our cash and cash equivalents balance, short-term investments, restricted cash and 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.

Current wording

Our ability to fund our operations, pay our debt obligations and fund planned capital expenditures depends, in part, upon economic and other factors that are beyond our control, and disruptions in capital markets could impact our ability to secure additional funds through financing activities. 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.

Previous 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.

Current wording

Net cash flows provided by operating activities for the nine months ended September 30, 2025 was $281.8 million compared with $337.0 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 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.

Current wording

Net cash flow used in investing activities for the nine months ended September 30, 2025 was $115.8 million when compared with $125.5 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 $200.6 million and $256.5 million of cash outflow for the purchase of short-term investments in the nine months ended September 30, 2025 and 2024, respectively.

Previous 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

Current wording

Net cash flows used in financing activities for the nine months ended September 30, 2025 was $145.2 million, compared with $96.1 million for the same period of 2024. Financing activity cash flows for the nine months ended September 30, 2025 and 2024 primarily relates to cash dividends paid and repayments on our bank borrowings and for the nine months ended September 30, 2025 includes $16.1 million of cash paid for repurchases of common stock under the Company’s stock repurchase program.