Playtika Holding Corp.

Previous wording

Since early 2026, the conflict involving Iran and Israel has intensified into a broader regional confrontation, with Iran and Israel exchanging missile, drone, and air strikes, and with related hostilities also involving Hezbollah in Lebanon, the Houthis in Yemen, and other Iran-aligned groups across the region. Recent reporting indicates that the conflict remains volatile and fluid, with continued diplomatic efforts and the potential for renewed escalation if a lasting arrangement is not reached.

Current wording

Since early 2026, the conflict involving Iran and Israel has remained highly volatile, with periodic exchanges of missile, drone, air, and maritime-related attacks, and with related hostilities involving Hezbollah in Lebanon, the Houthis in Yemen, and other Iran-aligned groups across the region. Recent reporting indicates that although diplomatic efforts and ceasefire-related discussions have continued, the situation remains fluid and fragile, and renewed escalation remains possible if a durable arrangement is not achieved.

Previous 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.

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 1,195 professionals in Israel, including the majority of the Company’s senior leadership team. The Company continues to actively monitor developments in Israel, Iran, Lebanon, Yemen and the broader region, including the possible effects of renewed hostilities, security disruptions, maritime chokepoint risks, and related operational, supply chain, and personnel risks.

Previous wording

-25- charge a transactional payment processing fee of 30% to accept payments from our players for such purchases. We generally expect cost of revenue to fluctuate proportionately with revenues.

Current wording

-27- charge a transactional payment processing fee of 30% to accept payments from our players for such purchases. We generally expect cost of revenue to fluctuate proportionately with revenues.

Previous wording

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

Current wording

Comparison of the three and six months ended June 30, 2026 versus the three and six months ended June 30, 2025

Previous 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.

Current wording

Revenues for the three and six months ended June 30, 2026 increased by $35.1 million and $73.8 million, respectively, when compared with the comparable periods of 2025 primarily due to incremental revenues from certain SuperPlay titles which more than offset the decrease in revenues due to reduced monetization in other games.

Previous wording

Cost of revenue for the three months ended March 31, 2026 decreased by $5.2 million when compared with the comparable period of 2025. The decrease in cost of revenue was primarily driven by a higher proportion of revenue generated through our direct-to-consumer platforms, which incur lower platform fees compared to third-party platforms, partially offset by increased platform fees associated with higher overall revenue and higher royalty expenses.

Current wording

Cost of revenue for the three and six months ended June 30, 2026 decreased by $2.9 million and $8.1 million, respectively, when compared with the comparable period of 2025. The decrease in cost of revenue was primarily driven by a higher proportion of revenue generated through our direct-to-consumer platforms, which incur lower platform fees compared to third-party platforms, partially offset by increased platform fees associated with higher overall revenue and higher royalty expenses.

Previous wording

Research and development expenses for the three months ended March 31, 2026 decreased by $5.8 million when compared with the comparable period of 2025. The decrease was primarily attributable to lower headcount and reduced outsourcing spend as well as 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. This decrease was offset by severance expense related to the reduction in force during the three months ended March 31, 2026.

Current wording

Research and development expenses for the three and six months ended June 30, 2026 decreased by $18.1 million and $23.9 million, respectively, when compared with the comparable period of 2025. The decrease was primarily attributable to lower headcount and reduced outsourcing spend as well as 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. During the six months ended June 30, 2026, the decrease was offset by severance expense related to the reduction in force.

Previous 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.

Current wording

Sales and marketing expenses for the six months ended June 30, 2026 increased by $83.7 million when compared with the six months ended June 30, 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 continue to fluctuate between quarters as a percentage of revenues driven by the timing and scale of marketing investments at SuperPlay.

Previous 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.

Current wording

Interest income for the three months ended June 30, 2026 decreased $1.1 million when compared with the three months ended June 30, 2025 as a result of lower balances held in interest bearing cash, cash equivalent and short-term investment accounts, and lower average interest rates earned on those balances.. Interest income for the six months ended June 30, 2026 increased by $0.3 million when compared with the six months ended June 30, 2026 as a result of higher average balances held in interest bearing cash, cash equivalent and short-term investment accounts, slightly offset by lower interest rates earned on those balances.

Previous 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. .

Current wording

The effective income tax rate for the three months ended June 30, 2026 was 29.9% compared to 26.4% for the three months ended June 30, 2025. The effective income tax rate for the six months ended June 30, 2026 was (79.2)% compared to 26.0% for the six months ended June 30, 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 six months ended June 30, 2026 was primarily due to 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 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 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 (loss) for the three months ended March 31, 2026, decreased $88.1 million when compared with the same period of 2025.

Current wording

Upon aggregating all of the components of our results of operations above, net income for the three months ended June 30, 2026 increased $14.8 million and for the six months ended June 30, 2026, decreased $73.3 million when compared with the same periods 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 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

(3) Amount for the three months ended March 31, 2026 consists entirely of severance, and the amount for the three months ended March 31, 2025 consists primarily of $0.7 million of severance incurred by the Company.

Current wording

(3) Amounts for the three and six months ended June 30, 2026 consists primarily of $1.6 million and $15.3 million, respectively, incurred by the Company for severance.

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 $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.

Current wording

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 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.

Current wording

Net cash flows provided by operating activities for the six months ended June 30, 2026 was $51.5 million compared with $164.9 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. The activity for the six months ended June 30, 2026 includes a cash outflow of $111.0 million for the payment of the SuperPlay earnout in excess of acquisition day fair value.

Previous 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.

Current wording

Net cash flow provided by investing activities for the six months ended June 30, 2026 was $99.0 million compared with cash flow used in investing activities of $135.2 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 six months ended June 30, 2026 includes a cash inflow of $135.6 million in proceeds from the sale of marketable securities. The activity for the six months ended June 30, 2025 includes a cash outflow of $159.8 million for the purchase of short-term investments.

Previous 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.

Current wording

Net cash flows used in financing activities for the six months ended June 30, 2026 was $398.4 million, compared with $97.0 million for the same period of 2025. Financing activity cash flows for the six months ended June 30, 2026 primarily relates to cash paid in relation to the Company’s purchase of SuperPlay. Financing activity cash flows in both 2026 and 2025 included cash dividends paid and repayments on our bank borrowings and for the six months ended June 30, 2025 includes $10.9 million of cash paid for repurchases of common stock under the Company’s stock repurchase program.

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 4,

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, Debt, to the accompanying consolidated financial statements and in Note 13, Debt, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026.