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Playtika Holding Corp.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

PLTK$2.44+5.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001828016-26-000047

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001828016-26-000056

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 95 previous paragraphs and 96 current paragraphs.

66 unchanged; 22 reworded; 6 added; 5 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

Since early 2026, Israel and the United States have been engaged in armed conflict with Iran and Iran-aligned groups, with related hostilities involving Hezbollah in Lebanon, the Houthis in Yemen, and groups in Iraq. Ceasefire arrangements have been partial and have not held uniformly, and attacks on commercial shipping in and around the Strait of Hormuz have continued, contributing to elevated energy prices and market volatility. As of the date of this filing, these events have not had a material direct financial impact on the Company. The Company’s headquarters are located in Israel, and it employs approximately 1,215 professionals there, including the majority of its senior leadership team. The Company continues to monitor developments, including the potential effects of renewed hostilities, security and cyber threats, disruptions to shipping and energy markets, and related operational, personnel, and macroeconomic risks.

Current report

Research and development expenses for the three and nine months ended September 30, 2026 decreased by $12.0 million and $35.9 million, respectively, when compared with the comparable periods of 2025. The decrease was primarily attributable to refundable tax credits recognized under Israel’s Law for the Encouragement and Incentivization of Research and Development, which are accounted for as a reduction of research and development expenses and were $10.8 million and $12.3 million for the three and nine months ended September 30, 2026, respectively. The nine-month decrease is also attributable to lower headcount and reduced outsourcing spend as well as a decrease in depreciation and amortization related to fully amortized assets.

Current report

General and administrative expenses for the three and nine months ended September 30, 2026 increased by $32.7 million and $147.2 million, respectively, when compared with the comparable periods of 2025. The increases are largely due to changes from the revaluation of contingent consideration. Excluding the impact of the revaluation of contingent consideration, general and administrative expenses for three and nine months ended September 30, 2026 decreased $16.5 million and $25.1 million, respectively, primarily due to lower stock-based compensation expense resulting from the full vesting of previously granted awards, lower grant price fair value, and a lower expected number of PSUs vesting, and lower payroll and related expenses due to reduced headcount.

Current report

As previously disclosed in our Current Report on Form 8-K filed on August 19, 2026, our controlling shareholder requested approval from the NDRC, under the 2023 Administrative Measures for the Review and Registration of Medium and Long-Term Foreign Debt of Enterprises (the “Foreign Debt Rules”), for us to issue bonds in an amount not to exceed $800 million for the purpose of prepaying a portion of the principal of the outstanding term loan under our Credit Agreement, dated as of December 10, 2019, by and among the lenders party thereto (the “Request”). On August 18, 2026, our controlling shareholder informed us that the NDRC had approved the Request, with the approval valid through July 30, 2027.

Current report

On September 30, 2026, our controlling shareholder requested approval from the NDRC under the Foreign Debt Rules for us to incur (a) term loans in an amount not to exceed $1 billion for the purpose of refinancing a portion of the principal of our outstanding term loan under the Credit Agreement, and (b) revolving credit loans in an amount not to exceed $550 million for the purpose of the extension of the existing revolving credit loans. This request remains under review by the NDRC. Any future approval does not obligate us to incur any indebtedness, and whether and on what terms we do so will depend on market conditions and other factors.
Removed paragraphs (5)

Previous report

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 report

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 report

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 report

General and administrative expenses for the three and six months ended June 30, 2026 increased by $36.2 million and $114.5 million, respectively, when compared with the comparable period of 2025 primarily due a one-time benefit from the revaluation of contingent consideration, which reduced general and administrative expenses in 2025. Excluding the impact of contingent consideration revaluation, general and administrative expenses increased $1.2 million for the three months ended June 30, 2026, as higher consulting expenses were partially offset by lower payroll and related costs from reduced headcount, and for the six months ended June 30, 2026, general and administrative expenses decreased $8.6 million, as lower payroll and related costs from reduced headcount were partially offset by higher consulting expenses.
Reworded paragraphs (22)

Previous 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)

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) 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

Research and development consists of salaries, bonuses, benefits, other compensation, including stock-based compensation and allocated overhead, related to engineering, research, and development. In addition, research and development expenses include depreciation and amortization expenses associated with assets associated with our research and development efforts. We expect that research and development expenses specifically associated with new game development will fluctuate over time.

Current wording

Research and development consists of salaries, bonuses, benefits, other compensation, including stock-based compensation and allocated overhead, related to engineering, research, and development. In addition, research and development expenses include depreciation and amortization expenses associated with assets associated with our research and development efforts. Research and development expenses are presented net of refundable tax credits, including those under Israel’s Law for the Encouragement and Incentivization of Research and Development, which are recorded as a reduction of research and development expenses. We expect that research and development expenses specifically associated with new game development will fluctuate over time.

Previous wording

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

Current wording

Comparison of the three and nine months ended September 30, 2026 versus the three and nine months ended September 30, 2025

Previous 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.

Current wording

Revenues for the three months ended September 30, 2026 decreased by $0.8 million when compared with the comparable period of 2025. Revenues for the nine months ended September 30, 2026 increased by $73.0 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 in other games.

Previous 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.

Current wording

Cost of revenue for the three and nine months ended September 30, 2026 decreased by $3.4 million and $11.5 million, respectively, when compared with the comparable periods 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. The nine month decrease was partially offset by increased platform fees associated with higher overall revenue and higher royalty expenses.

Previous wording

Sales and marketing expenses for the three months ended June 30, 2026 decreased $5.1 million when compared with the three months ended June 30, 2025. The decrease was largely due to a decrease in depreciation and amortization related to fully amortized assets and a decrease in media buy in some games, offset by an increase in media buy related to SuperPlay.

Current wording

Sales and marketing expenses for the three months ended September 30, 2026 decreased $38.5 million when compared with the three months ended September 30, 2025. The decrease was largely due to a decrease in depreciation and amortization related to fully amortized assets, a decrease in media buy in some games, and a reclassification of certain royalty fees to cost of revenue.

Previous 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.

Current wording

Sales and marketing expenses for the nine months ended September 30, 2026 increased by $45.2 million when compared with the nine months ended September 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, depreciation and amortization related to fully amortized assets, and a reclassification of certain royalty fees to cost of revenue. Sales and marketing expenses may continue to fluctuate between quarters as a percentage of revenues, driven by the timing and scale of marketing strategies for individual games.

Previous wording

During the three and six months ended June 30, 2026 we recorded $0.5 million of impairment charges related to our investments in unconsolidated affiliates and the impairment of an operating lease right-of-use asset. 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.

Current wording

During the three months ended September 30, 2026 we recorded $4.1 million of impairment charges related to the impairment of operating lease right-of-use asset. During the nine months ended September 30, 2026, impairment charges also included impairment related to our investments in unconsolidated affiliates.

Previous wording

Interest expense for the three months ended June 30, 2026 increased $1.3 million when compared with the three months ended June 30, 2025 as a result of higher average interest rates paid on that balance. Interest expense for the six months ended June 30, 2026 decreased $0.1 million when compared with the six months ended June 30, 2025 as a result of a lower variable debt balance offset by higher average interest rates paid on that balance.

Current wording

Interest expense for the three months ended September 30, 2026 increased $2.5 million when compared with the three months ended September 30, 2025, and interest expense for the nine months ended September 30, 2026 increased $2.4 million when compared with the nine months ended September 30, 2025, both ss a result of higher average interest rates paid on the Company’s variable rate debt.

Previous 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.

Current wording

Interest income for the three months ended September 30, 2026 decreased $1.9 million when compared with the three months ended September 30, 2025, and interest income for the nine months ended September 30, 2026 decreased by $1.6 million when compared with the nine months ended September 30, 2026, both 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.

Previous 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.

Current wording

The effective income tax rate for the three months ended September 30, 2026 was 56.3% compared to 32.7% for the three months ended September 30, 2025. The effective income tax rate for the nine months ended September 30, 2026 was 64.5% compared to 28.7% for the nine months ended September 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 nine months ended September 30, 2026 was primarily due to changes in estimated value of contingent consideration, impacts of tax positions that do not meet the more likely than not standard, and the inclusion of Global Intangible Low-Taxed Income. 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 positions that do not meet the more likely than not standard and the Israel Preferred Technology Enterprise regime.

Previous 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.

Current wording

Upon aggregating all of the components of our results of operations above, net income for the three months ended September 30, 2026 increased $1.3 million and for the nine months ended September 30, 2026, decreased $72.0 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

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

(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.

Current wording

(2)Amounts for the three and nine months ended September 30, 2026 consists primarily of $10.1 million of tax credits related to acquisitions. Amounts for all periods also include costs incurred to evaluate and pursue acquisition activities and costs incurred by the Company in connection with the evaluation of strategic alternatives.

Previous 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.

Current wording

(3) Amounts for the three and nine months ended September 30, 2026 consists primarily of $1.2 million and $16.5 million, respectively, incurred by the Company for severance.

Previous wording

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

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

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 $438.5 million and $820.2 million at June 30, 2026 and December 31,

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 $594.6 million and $820.2 million at September 30, 2026 and

Previous 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.

Current wording

December 31, 2025, respectively. On April 23, 2025, we 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, we 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

In 2024 and 2025, our Board of Directors declared quarterly cash dividends of $0.10 per share on the Company’s outstanding common stock. Beginning in 2026, the Board determined to discontinue the regular quarterly dividend as part of a broader capital allocation strategy. The Company remains committed to maintaining financial discipline through a balanced evaluation of strategic growth opportunities, including potential mergers and acquisitions, alongside returns to stockholders and the capital needs of ongoing operations.

Current wording

In 2024 and 2025, our Board of Directors declared quarterly cash dividends of $0.10 per share on the Company’s outstanding common stock. Beginning in 2026, the Board determined to discontinue the regular quarterly dividend as part of a broader capital allocation strategy. We remains committed to maintaining financial discipline through a balanced evaluation of strategic growth opportunities, including potential mergers and acquisitions, alongside returns to stockholders and the capital needs of ongoing operations.

Previous 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.

Current wording

-36- 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 nine months ended September 30, 2026 includes a cash outflow of $111.0 million related to the payment of the SuperPlay earnout. This amount represents the portion of the earnout payment that exceeded the liabiity recorded in the original purchase price allocation.

Previous 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.

Current wording

Net cash flow provided by investing activities for the nine months ended September 30, 2026 was $69.0 million compared with cash flow used in investing activities of $115.8 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 nine months ended September 30, 2026 includes a cash inflow of $135.6 million in proceeds from the sale of short-term investments. The activity for the nine months ended September 30, 2025 includes a cash inflow of $148.1 million in proceeds from the sale of short-term investment and a cash outflow of $200.6 million for the purchase of short-term investments.

Previous 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.

Current wording

Net cash flows used in financing activities for the nine months ended September 30, 2026 was $403.3 million, compared with $145.2 million for the same period of 2025. Financing activity cash flows for the nine months ended September 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 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.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

During the three months ended September 30, 2025 we recorded $1.5 million of impairment charges related to the impairment of salary capitalization. During the nine months ended September 30, 2025 impairment charges also included impairment of an operating lease right-of-use asset.

Current report — wording carried from elsewhere

Net cash flows provided by operating activities for the nine months ended September 30, 2026 was $224.4 million compared with $281.8 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,
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

-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 report — wording carried elsewhere

-32- consideration, (viii) acquisition and related expenses, and (ix) certain other items. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues.