Playtika Holding Corp.

Previous 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.

Current wording

While this prolonged regional conflict 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 1,175 professionals in Israel, including the majority of the Company’s senior leadership team. The Company continues to actively monitor developments in Israel, Iran, and the broader region, including the possible effects of renewed hostilities, security disruptions, and related operational, supply chain, and personnel risks.

Previous wording

We distribute our games to the end customer through various web and mobile platforms, such as Apple and 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. Players can purchase virtual items through various widely accepted payment methods offered in the games. Payments from players for virtual items are non-refundable and relate to non-cancellable contracts that specify our obligations and cannot be redeemed for cash nor exchanged for anything other than virtual items within our games.

Current wording

We distribute our games to the end customer through various web and mobile platforms, such as Apple and Google and other web and mobile platforms plus our own Direct-to-Consumer (“DTC”) platforms. Through these platforms, users can download our free-to-play games and can purchase virtual items to enhance their game-playing experience. Players can purchase virtual items through various widely accepted payment methods offered in the games. Payments from players for virtual items are non-refundable and relate to non-cancellable contracts that specify our obligations and cannot be redeemed for cash nor exchanged for anything other than virtual items within our games.

Previous wording

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. For purchases made through both the third-party and Direct-to-Consumer platforms, we are primarily responsible for fulfilling the virtual items, have the control over the content and functionality of games and have the discretion to establish the virtual items’ prices. Therefore, we are the principal and, accordingly, revenues are recorded on a gross basis. Payment processing fees paid to platform providers are recorded within cost of revenue.

Current wording

Our games are played on various third-party platforms, some of which allow customers to choose to make purchases through our DTC platform or through the third-party platform. If paid through the third-party platform, the platform providers collect proceeds from our customers and pay us an amount after deducting platform fees. For purchases made through both the third-party and DTC platforms, we are primarily responsible for fulfilling the virtual items, have the control over the content and functionality of games and have the discretion to establish the virtual items’ prices. Therefore, we are the principal and, accordingly, revenues are recorded on a gross basis. Payment processing fees paid to platform providers are recorded within cost of revenue.

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 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, royalties, 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 and other related expenses for in-app purchases made through our DTC platforms are typically 3-4%. If our players choose to pay through a third-party platform, platform providers (such as Apple and Google)

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,

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

We calculate net income as revenue minus cost of revenues, research and development, sales and marketing and general and administrative expenses, impairment charges, interest and taxes.

Current wording

We calculate net income as revenue minus cost of revenues, research and development, sales and marketing and general and administrative expenses, interest and taxes.

Previous wording

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

Current wording

Comparison of the three months ended March 31, 2026 versus the three months ended March 31, 2025

Previous 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.

Current wording

Revenues for the three months ended March 31, 2026 increased by $38.7 million when compared with the comparable period of 2025 primarily due to incremental revenues from certain SuperPlay titles which more than offset the decrease in revenues due to reduced monetization primarily in slot-themed games.

Previous 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.

Current wording

Sales and marketing expenses for the three months ended March 31, 2026 increased by $88.8 million when compared with the comparable periods of 2025. The increases in sales and marketing expenses were due largely to increased media buy related to SuperPlay, offset by a decrease in media buy in some other games and in depreciation and amortization related to fully amortized assets. 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 months ended September 30, 2025 increased by $14.4 million when compared with the comparable period of 2024. The increase was primarily related to the $30 million adjustment to contingent consideration expense for the SuperPlay earnout, offset by a decrease in appreciation and retention expense related to the conclusion of the Retention Plan and a decrease in consulting expenses.

Current wording

General and administrative expenses for the three months ended March 31, 2026 increased by $78.3 million when compared with the comparable period of 2025. The increase was primarily related to the $95 million adjustment to contingent consideration expense for the SuperPlay earnout, offset by a decrease attributable to lower stock-based compensation expense as previously granted awards became fully vested, partially offset by the issuance of fewer new equity awards with lower grant-date fair values.

Previous 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.

Current wording

Interest expense for the three months ended March 31, 2026 decreased $1.4 million when compared with the same periods of 2025 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 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.

Current wording

Interest income for the three months ended March 31, 2026 increased by $1.4 million when compared with the same periods of 2025 as a result of higher balances held in interest bearing cash, cash equivalents and short-term investments, slightly offset by lower average interest rates earned on those balances.

Previous 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.

Current wording

The effective income tax rate for the three months ended March 31, 2026 was 22.1% compared to 25.5% for the three months ended March 31, 2025. 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, 2026 was primarily due to changes in estimated value of contingent consideration and tax rates in foreign jurisdictions, partially offset by impacts of tax positions 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, 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 positions that do not meet the more likely than not standard. .

Previous 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.

Current wording

Upon aggregating all of the components of our results of operations above, net income (loss) for the three months ended March 31, 2026, decreased $88.1 million when compared with the same period of 2025.

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

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 consideration, (viii) acquisition and related expenses, and (ix) certain other items. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues.

Previous 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.

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 $779.2 million and $820.2 million at March 31, 2026 and December 31, 2025, 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. 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.

Previous 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.

Current wording

Net cash flows provided by operating activities for the three months ended March 31, 2026 was $22.8 million compared with $18.8 million for the same period of 2025. 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 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.

Current wording

Net cash flow provided by investing activities for the three months ended March 31, 2026 was $115.5 million compared with cash flow used in investing activities of $105.1 million for the same period of 2025. Cash flows related to investing activities generally includes activity related to the purchase of and proceeds from short-term investments and marketable securities as well as outflows related to the purchase and capitalization of assets. The activity for the three months ended March 31, 2026 includes a cash inflow of $135.6 million in proceeds from the sale of marketable securities. The activity for the three months ended March 31, 2025 includes a cash outflow of $79.5 million for the purchase of short-term investments.

Previous 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.

Current wording

Net cash flows used in financing activities for the three months ended March 31, 2026 was $43.6 million, compared with $47.4 million for the same period of 2025. Financing activity cash flows for the three months ended March 31, 2026 and 2025 primarily relates to cash dividends paid and repayments on our bank borrowings and for the three months ended March 31, 2025 includes $4.8 million of cash paid for repurchases of common stock under the Company’s stock repurchase program.

Previous 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.

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 6, 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.

Previous wording

Significant terms of the Credit Facilities, the 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 5, Debt, to the accompanying consolidated financial statements and in Note 12, Debt, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025.

Current wording

Significant terms of the Credit Facilities, the 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 4,