# Brightstar Lottery PLC (BRSL) Informational only - not investment advice. CIK: 0001619762 SIC: 7990 Services-Miscellaneous Amusement & Recreation SIC breadcrumb: [Services](/division/I/) > [Amusement And Recreation Services](/major-group/79/) > [SIC 7990 Services-Miscellaneous Amusement & Recreation](/industry/7990/) Latest 10-K filed: 2026-02-24 SEC page: https://www.sec.gov/edgar/browse/?CIK=1619762 Filing source: https://www.sec.gov/Archives/edgar/data/1619762/000162828026011083/igt-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 2511000000 | USD | 2025 | 2026-02-24 | | Net income | 147000000 | USD | 2025 | 2026-02-24 | | Assets | 9158000000 | USD | 2025 | 2026-02-24 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001619762.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | 5,153,896,000 | 4,938,959,000 | 3,980,872,000 | 4,032,000,000 | 3,115,000,000 | 4,089,000,000 | 2,597,000,000 | 2,529,000,000 | 2,512,000,000 | 2,511,000,000 | | Net income | | | 211,337,000 | -1,068,576,000 | -21,350,000 | -19,000,000 | -898,000,000 | 482,000,000 | 275,000,000 | 156,000,000 | 348,000,000 | 147,000,000 | | Operating income | | 539,956,000 | 660,436,000 | -51,092,000 | 473,597,000 | 478,000,000 | -107,000,000 | 902,000,000 | 743,000,000 | 752,000,000 | 686,000,000 | | | Diluted EPS | | | 1.05 | -5.26 | -0.10 | -0.09 | -4.39 | 2.33 | 1.35 | 0.77 | 1.71 | 0.74 | | Operating cash flow | | | 338,054,000 | 663,388,000 | 29,626,000 | 1,093,000,000 | 866,000,000 | 978,000,000 | 899,000,000 | 1,012,000,000 | 1,050,000,000 | -99,000,000 | | Capital expenditures | | | 541,943,000 | 698,010,000 | 472,278,000 | 377,000,000 | 255,000,000 | 238,000,000 | 162,000,000 | 147,000,000 | 149,000,000 | 316,000,000 | | Dividends paid | | | 161,179,000 | 162,528,000 | 163,236,000 | 164,000,000 | 41,000,000 | 41,000,000 | 161,000,000 | 160,000,000 | 161,000,000 | 770,000,000 | | Share buybacks | 53,160,000 | 0.00 | 0.00 | | | 0.00 | 0.00 | 41,000,000 | 115,000,000 | 0.00 | 0.00 | 271,000,000 | | Assets | | | 15,060,162,000 | 15,159,208,000 | 13,648,502,000 | 13,644,590,000 | 12,992,000,000 | 11,322,000,000 | 10,433,000,000 | 10,465,000,000 | 10,278,000,000 | 9,158,000,000 | | Liabilities | | | 11,411,356,000 | 12,447,360,000 | 10,896,573,000 | 11,159,612,000 | 11,431,000,000 | 9,351,000,000 | 8,454,000,000 | 8,513,000,000 | 8,217,000,000 | 7,568,000,000 | | Stockholders' equity | | | 3,068,699,000 | 2,004,995,000 | 1,807,899,000 | 1,658,262,000 | 777,000,000 | 1,282,000,000 | 1,429,000,000 | 1,443,000,000 | 1,652,000,000 | 875,000,000 | | Cash and cash equivalents | | | 294,094,000 | 1,057,418,000 | 250,669,000 | 654,628,000 | 907,000,000 | 591,000,000 | 590,000,000 | 508,000,000 | 584,000,000 | 1,446,000,000 | | Free cash flow | | | -203,889,000 | -34,622,000 | -442,652,000 | 716,000,000 | 611,000,000 | 740,000,000 | 737,000,000 | 865,000,000 | 901,000,000 | -415,000,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | 4.10% | -21.64% | -0.54% | -0.47% | -28.83% | 11.79% | 10.59% | 6.17% | 13.85% | 5.85% | | Operating margin | | | 12.81% | -1.03% | 11.90% | 11.86% | -3.43% | 22.06% | 28.61% | 29.74% | 27.31% | | | Return on equity | | | 6.89% | -53.30% | -1.18% | -1.15% | -115.57% | 37.60% | 19.24% | 10.81% | 21.07% | 16.80% | | Return on assets | | | 1.40% | -7.05% | -0.16% | -0.14% | -6.91% | 4.26% | 2.64% | 1.49% | 3.39% | 1.61% | | Liabilities / equity | | | 3.72 | 6.21 | 6.03 | 6.73 | 14.71 | 7.29 | 5.92 | 5.90 | 4.97 | 8.65 | | Current ratio | | | 0.98 | 0.83 | 1.14 | 1.07 | 1.32 | 1.30 | 1.15 | 1.26 | 2.29 | 0.76 | ## Quarterly No clean discrete quarterly SEC companyfacts metrics were extracted for this company. ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) No recent 10-Q filing was found in the SEC submissions feed for this filer. ## Latest 10-K MD&A Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high Management’s Discussion and Analysis The following discussion and analysis of Brightstar’s financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, included in this annual report, as well as “Presentation of Financial and Certain Other Information,” “Item 3. Key Information – D. Risk Factors,” and “Item 4. Information on the Company – B. Business Overview.” The following discussion includes information for the fiscal years ended December 31, 2025 and 2024. For a discussion and analysis of Brightstar’s consolidated operating results and non-operating results for the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to the disclosure under “Item 5. Operating and Financial Review and Prospects - A. Operating Results” in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025 (the “2024 Form 20-F”). A.    Operating Results Business Overview Brightstar is a global leader in lottery focused on innovation and forward-thinking strategies and solutions, building on our renowned expertise in delivering secure technology and producing reliable, comprehensive solutions for our customers. As a pure-play global lottery company, our best-in-class lottery operations, retail, and digital solutions, and award-winning lottery games enable our customers to achieve their goals, responsibly entertain players, and distribute meaningful benefits to communities. Brightstar has a well‑established local presence and is a trusted partner to governments and regulators around the world, creating value by adhering to the highest standards of service, integrity and responsibility. The Company operates and provides an integrated portfolio of innovative lottery solutions, including lottery management services and instant lottery systems. The Company operates a worldwide land-based lottery and iLottery business, including sales, operations, product development, technology, and support, and is a leading iLottery platform provider globally. The Company is supported by central corporate support functions including finance, people and culture, legal, corporate communications, and strategy and corporate development. During 2025, Brightstar Lottery completed its transformation into a pure‑play global lottery operator following the sale of IGT Gaming on July 1, 2025. Our results of operations for the year were principally influenced by (i) the renewal of the Italian Lotto license and the resulting increase in upfront license fee amortization, (ii) lower LMA incentive revenues driven by U.S. multi‑state jackpot activity, (iii) continued growth in instant ticket and draw game sales, and (iv) the execution of the OPtiMa 3 restructuring programs to realign our cost structure. We ended 2025 with a strong liquidity position, reflecting disciplined capital allocation, debt reduction following the divestiture, and the return of capital to shareholders through dividends and share repurchases. Key Factors Affecting Operations and Financial Condition The Company’s worldwide operations can be affected by industrial, economic, and political factors on both a regional and global level. Geopolitical instability such as the ongoing conflict between Russia and Ukraine and the conflict in Gaza, the tightening of monetary policy by central banks and other macroeconomic factors have caused disruptions and uncertainty in the global economy, including rising interest rates, increased inflationary pressures, foreign exchange rate fluctuations, cybersecurity risks, changes in consumer sentiment and exacerbated supply chain challenges. The extent to which our business, or the business of our suppliers or manufacturers, will be impacted by these factors in the future is unknown. We will continue to monitor the effects of these events on our business, as well as the prospect of trade wars involving the U.S. and other countries, which could raise the prices of certain consumer goods, on our business and our results of operations. The following 31 Table of Contents are the principal factors which have affected the Company’s results of operations and financial condition and/or which may affect results of operations and financial condition for future periods. Sale of IGT Gaming: On July 1, 2025, the Company completed the previously announced sale of IGT Gaming, pursuant to the Transaction Agreements entered into on July 26, 2024. IGT Gaming and Everi were simultaneously acquired in the Transaction. Product Sales: Product sales fluctuate from year to year due to the mix, volume, and timing of the transactions. Product sales amounted to $151 million, $149 million, and $171 million, or approximately 6%, 6%, and 7% of total revenues for the years ended December 31, 2025, 2024, and 2023, respectively. Jackpots: The Company believes that the performance of lottery products is influenced by the size of advertised multi-state or multi-jurisdictional jackpots. Typically, as jackpots increase, sales of lottery tickets also increase, further increasing the advertised jackpot level. However, in a rising interest rate environment, advertised jackpot levels will increase more rapidly than they previously did given the annuity basis of the displayed jackpots. Therefore, in a higher interest rate environment, jackpot game ticket sales may be increasing at a relatively slower rate than the corresponding jackpot levels. In a lower interest rate environment, advertised jackpot levels are slower to increase which can negatively impact the sales of lottery tickets. Effects of Foreign Exchange Rates: The Company is affected by fluctuations in foreign exchange rates (i) through translation of foreign currency financial statements into U.S. dollars for consolidation, which is referred to as the translation impact, and (ii) through transactions by subsidiaries in currencies other than their own functional currencies, which is referred to as the transaction impact. Translation impacts arise in the preparation of the Consolidated Financial Statements; in particular, the Consolidated Financial Statements are prepared in U.S. dollars while the financial statements of each of the Company’s subsidiaries are generally prepared in the functional currency of that subsidiary. In preparing Consolidated Financial Statements, assets and liabilities measured in the functional currency of the subsidiaries are translated into U.S. dollars using the exchange rate prevailing at the balance sheet date, while income and expenses are translated using the average exchange rates for the period covered. Accordingly, fluctuations in the exchange rate of the functional currencies of the Company’s subsidiaries against the U.S. dollar impacts the Company’s results of operations. The Company is particularly exposed to movements in the Euro/U.S. dollar exchange rate. Although the fluctuations in exchange rates have had a significant impact on the Company’s revenues, net income, and net debt, the impact on operating income and cash flows is less significant as revenues are typically matched to costs denominated in the same currency. Given the impact of foreign exchange rates on our consolidated results, certain key performance indicators (such as same-store sales) and financial fluctuations are reported on a constant-currency basis in order to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. Legal Proceedings From time to time, the Parent and/or one or more of its subsidiaries are party to legal, regulatory, or administrative proceedings regarding, among other matters, claims by and against us, and injunctions by third parties arising out of the ordinary course of business or its other business activities. Licenses are also subject to legal challenges by competitors seeking to annul awards made to the Company. The Parent and/or one or more of its subsidiaries are also, from time to time, subjects of, or parties to, ethics and compliance inquiries and investigations related to the Company’s ongoing operations. There are no new material legal, regulatory, or administrative proceedings. Please refer to “Notes to the Consolidated Financial Statements - “18. Commitments and Contingencies” included in “Item 18. Financial Statements” for additional information. 32 Table of Contents Results of Operations Comparison of the years ended December 31, 2025 and 2024 Revenues and Key Performance Indicators [[GREPCENT_TABLE]] [["","","For the year ended December 31,"],["","","2025","","2024","","Change"],["($ in millions)","","$","","$","","$","","%"],["Operating and facilities management contracts","","2,530","","","2,506","","","24","","","+1"],["Upfront license fee amortization","","(223)","","","(198)","","","(25)","","","-12"],["Operating and facilities management contracts (includes amortization of upfront license fees)","","2,307","","","2,307","","","(1)","","","\u2014"],["Systems, software, and other","","54","","","55","","","(2)","","","-3"],["Service revenue (includes amortization of upfront license fees)","","2,360","","","2,363","","","(2)","","","\u2014"],["Product sales","","151","","","149","","","1","","","+1"],["Total revenue","","2,511","","","2,512","","","(1)","","","\u2014"]] [[/GREPCENT_TABLE]] Total revenue for the year ended December 31, 2025 decreased $1 million, primarily driven by lower revenue from operating and facilities management contracts attributable to reduced LMA incentive revenues and incremental upfront license fee amortization, primarily reflecting one additional month of incremental amortization related to the €2,230 million upfront fee for the new nine (9) year Italian Lotto license. These declines were partially offset by increased revenues from Instant ticket and draw games, as well as U.S. multi‑state jackpot (“U.S. MSJP”) games (Mega Millions® and Powerball®), as discussed in further detail below. [[GREPCENT_TABLE]] [["","","For the year ended December 31,"],["(% on a constant-currency basis)","","2025","","2024"],["Global same-store sales growth"],["Instant ticket & draw games","","+1.6","%","","+1.1","%"],["U.S. MSJP","","+3.4","%","","-22.1","%"],["Total","","+1.7","%","","-0.8","%"],["U.S. same-store sales growth"],["Instant ticket & draw games","","+0.3","%","","-0.5","%"],["U.S. MSJP","","+3.4","%","","-22.1","%"],["Total","","+0.6","%","","-3.3","%"],["Rest of world same-store sales growth"],["Instant ticket & draw games","","+8.0","%","","+3.3","%"],["Italy same-store sales growth"],["Instant ticket & draw games","","+2.0","%","","+4.1","%"]] [[/GREPCENT_TABLE]] 33 Table of Contents Service revenue for the year ended December 31, 2025 decreased slightly, primarily due to a $51 million reduction in LMA revenue and an incremental $25 million ($14 million when excluding the impact of currency translation) of upfront license fee amortization. The reduction in LMA revenue is primarily related to the recognition of an incentive shortfall in the first and second quarters triggered by the lack of significant U.S. MSJP activity during the second half of the LMA’s fiscal year. The increase in upfront license fee amortization was due to the higher upfront fee paid for the new nine (9) year Italian Lotto license. These decreases were partially offset by higher revenues generated from Instant ticket & draw games, including currency translation benefits, and the U.S. MSJP game (Powerball®). Product sales for the year ended December 31, 2025 decreased slightly from the prior corresponding period, mainly due to timing of software deliveries. Cost of Revenue [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Cost of services (excluding D&A)","","1,116","","","1,068","","","48","","","+4"],["Cost of product sales (excluding D&A)","","128","","","111","","","17","","","+15"]] [[/GREPCENT_TABLE]] Cost of services (excluding Depreciation and amortization (“D&A”)) for the year ended December 31, 2025 increased by $48 million, compared to the prior corresponding period. The increase was primarily driven by higher activity‑related costs, including an $11 million increase in postage and freight and a $9 million increase in point‑of‑sale consumables associated with higher instant ticket and draw game volumes, as well as a combined $7 million increase in payroll and benefit costs and higher outside services and occupancy costs. Cost of product sales (excluding D&A) increased by $17 million as compared to the prior corresponding period, and the cost of product sales as a percentage of product sales increased, primarily due to higher costs associated with instant ticket reprinting and expedited shipping in connection with new production initiatives at our Lakeland printing facility. Other Expenses [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["General and administrative","","215","","","235","","","(20)","","","-8"],["General and administrative expenses decreased primarily due to expense recoveries and lower payroll and benefit costs reflecting structural savings from OPtiMa 3 headcount reductions, as well as a period\u2011over\u2011period decrease in long\u2011term incentive compensation compared to the prior corresponding period."]] [[/GREPCENT_TABLE]] 34 Table of Contents [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Research and development","","47","","","43","","","4","","","+9"],["Research and development expenses increased $4 million compared to the prior corresponding period, primarily reflecting the impact of foreign currency, while core research and development activity levels remained consistent year over year."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Sales and marketing","","123","","","122","","","\u2014","","","\u2014"],["Sales and marketing expenses remained stable compared to the prior corresponding period, reflecting consistent levels of activity year over year."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Depreciation and amortization","","221","","","204","","","18","","","+9"],["Depreciation and amortization expenses increased $18 million compared to the prior corresponding period, primarily due to higher depreciation associated with contract renewals and capitalized assets placed into service with a higher cost basis."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Restructuring","","28","","","39","","","(11)","","","-28"],["Restructuring expenses decreased $11 million compared to the prior corresponding period. Restructuring costs during 2025 primarily related to Phase 2 of the OPtiMa 3 restructuring plan, while costs during 2024 primarily related to Phase 1. Costs incurred in both periods were principally comprised of severance and related employee costs."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Interest expense, net","","172","","","206","","","(34)","","","-16"],["Net interest expense decreased $34 million compared to the prior corresponding period, primarily due to debt reductions executed in connection with the sale of IGT Gaming and interest income earned on invested cash, partially offset by borrowings under the new senior facilities agreement entered into during 2025 as described in \u201cItem 18. Financial Statements \u2013 Notes to the Consolidated Financial Statements\u2014Note 15. Debt.\u201d"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Foreign exchange loss (gain), net","","124","","","(52)","","","176","",""," 200.0"],["Foreign exchange loss, net, increased $176 million compared to the prior corresponding period, primarily reflecting non\u2011cash remeasurement of euro\u2011denominated debt as a result of movements in the euro\u2011to\u2011U.S. dollar exchange rate, as well as the loss recognized upon settlement of a short\u2011duration foreign exchange forward contract in order to preserve the U.S. Dollar purchasing power of the Euro debt issued in September 2024, resulting in a $7.4 million loss on settlement."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Other expense, net","","39","","","16","","","23","","","+145"],["Other expense, net, increased $23 million compared to the prior corresponding period, primarily driven by debt extinguishment costs of $8 million and higher professional advisory fees and other costs related to rebranding and separation activities."]] [[/GREPCENT_TABLE]] 35 Table of Contents [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Provision for income taxes","","165","","","250","","","(86)","","","-34"],["Provision for income taxes for the year ended December 31, 2025, decreased $85.0 million compared to the prior corresponding period. The decrease was primarily due to lower pre-tax income. The increase in the effective tax rate was primarily related to non-deductible foreign exchange losses in the Parent."]] [[/GREPCENT_TABLE]] Income from discontinued operations [[GREPCENT_TABLE]] [["","","For the year ended December 31,","","Change"],["($ in millions)","","2025","","2024","","$","","%"],["Income from discontinued operations, net of tax","","75","","","238","","","(162)","","","-68"],["Gain on sale of discontinued operations, net of tax","","77","","","\u2014","","","77","","","\u2014"]] [[/GREPCENT_TABLE]] On July 1, 2025, we completed the sale of IGT Gaming, and its results have been presented in discontinued operations for all periods presented, Income from discontinued operations, net of tax decreased primarily due to the sale, with a gain on sale recorded in the third quarter. See “Notes to the Consolidated Financial Statements—Note 3. Discontinued Operations and Assets Held for Sale” included in “Item 18. Financial Statements.” B.        Liquidity and Capital Resources Overview The Company’s business is capital intensive and requires liquidity to meet its obligations and fund growth. Historically, the Company’s primary sources of liquidity have been cash flows from operations and, to a lesser extent, cash proceeds from financing activities, including amounts available under the Revolving Credit Facilities. In addition to general working capital and operational needs, the Company’s liquidity requirements arise primarily from its need to meet debt service obligations and to fund capital expenditures and upfront license fee payments. In 2025, the Company’s upfront license fee payments included the first two installments of the Italian Lotto license of $926 million in the aggregate, with the balance to be paid in 2026. For more information regarding the Italian Lotto license, refer to “Notes to the Consolidated Financial Statements—7. Other Assets” included in “Item 18. Financial Statements.” The Company also requires liquidity to fund acquisitions and associated costs. The Company’s cash flows generated from operating activities together with cash flows generated from financing activities have historically been sufficient to meet the Company's liquidity needs. The Company believes its ability to generate cash from operations to reinvest in its business is one of its fundamental financial strengths. Combined with funds currently available and committed borrowing capacity, the Company expects to have sufficient liquidity to meet its financial obligations in the ordinary course of business for the 12 months following the date of issuance of this report and for the longer-term period thereafter. The cash management activities, funding of operations, and investment of excess liquidity are centrally coordinated by a dedicated treasury team with the objective of ensuring effective and efficient management of funds. At December 31, 2025 and 2024, the Company’s total available liquidity was as follows, respectively:  [[GREPCENT_TABLE]] [["","","December 31,"],["($ in millions)","","2025","","2024"],["Revolving Credit Facilities","","1,590","","","1,364"],["Cash and cash equivalents","","1,446","","","584"],["Total Liquidity","","3,036","","","1,948"]] [[/GREPCENT_TABLE]] The Revolving Credit Facilities are subject to customary covenants (including maintaining a minimum ratio of EBITDA to total net interest costs and a maximum ratio of total net debt to EBITDA) and events of default, none of which are expected to impact the Company’s liquidity or capital resources. At December 31, 2025, the issuers were in compliance with such covenants. 36 Table of Contents Refer to the “Notes to the Consolidated Financial Statements—15. Debt” included in “Item 18. Financial Statements” for information regarding the Company’s debt obligations, including the maturity profile of borrowings and committed borrowing facilities. The following table summarizes the Company’s USD equivalent cash and cash equivalent balances by currency:  [[GREPCENT_TABLE]] [["","","December 31, 2025","","December 31, 2024"],["($ in millions)","","$","","%","","$","","%"],["Euros","","1,004","","","69","","","296","","","51"],["U.S. dollars","","326","","","23","","","182","","","31"],["Other currencies","","117","","","8","","","105","","","18"],["Total Cash and cash equivalents","","1,446","","","100","","","584","","","100"]] [[/GREPCENT_TABLE]] The Company maintains its cash deposits in a diversified portfolio of global banks, the majority of which are considered Global Systemically Important Banks. The Company holds $50 million in cash where there may be legal or economic restrictions on the ability of subsidiaries to transfer funds in the form of cash dividends, loans, or advances. Approximately $30 million of this cash is held in Trinidad and Tobago where there are certain regulatory restrictions due to the shortage of foreign exchange reserves. These legal or economic restrictions do not impact the Company’s ability to meet its cash obligations. Cash Flow Summary The following tables summarize the Consolidated Statements of Cash Flows. A complete statement of cash flows is provided in the Consolidated Financial Statements included in “Item 18. Financial Statements.” [[GREPCENT_TABLE]] [["","","Continuing Operations","","Discontinued Operations","","Total"],["($ in millions)","","2025","","2024(1)","","","2025","","2024","","","2025","","2024(1)"],["Net cash (used in) provided by operating activities","","(193)","","","709","","","","94","","","341","","","","(99)","","","1,050"],["Net cash provided by (used in) investing activities","","(367)","","","(150)","","","","3,868","","","(207)","","","","3,502","","","(357)"],["Net cash used in financing activities","","(2,573)","","","(556)","","","","(143)","","","(50)","","","","(2,716)","","","(606)"],["Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents","","","","","","","","","","","","39","","","(51)"],["Net increase in cash and cash equivalents and restricted cash and cash equivalents","","","","","","","","","","","","686","","","87"]] [[/GREPCENT_TABLE]] (1) As discussed in “Notes to the Consolidated Financial Statements-2.Changes in Presentation included in “Item 18. Financial Statements” during 2025, we reclassified certain cash flow activity related to funds held on behalf of others from operating to financing and recast prior periods. Net cash used in operating activities from continuing operations was $193 million for the year ended December 31, 2025, compared with net cash provided of $709 million for the same period in 2024. The decrease was primarily due to payment of the first two installments of the Italian Lotto license of $926 million. Excluding the impact of the Italian Lotto upfront license payments, net cash generated from operating activities would have been $733 million primarily due to net income of $135 million, as well as adjustments for non-cash expenses including depreciation and amortization of $444 million and foreign exchange losses of $124 million. Net cash used in investing activities from continuing operations for the year ended December 31, 2025 was $367 million, compared with net cash used of $150 million for the year ended December 31, 2024. This change was primarily due to a $166 million increase in capital expenditures, primarily for systems, equipment and other assets related to contracts in California, Colorado, Kentucky, and Italy. Net cash used in financing activities from continuing operations for the year ended December 31, 2025 was $2,573 million, compared with net cash used of $556 million in the same period of 2024. The change was primarily due to debt reductions, resulting in a $1,455 million net decrease as payments on debt exceeded proceeds from new debt issuances in the year ended December 31, 2025 compared to the same period in 2024. In addition, financing cash outflows during 2025 reflected the return of capital to shareholders as part of the Company’s capital allocation strategy following the completion of the divestiture. See “Notes to the Consolidated Financial Statements – 15. Debt” included in “Item 18. Financial Statements.” 37 Table of Contents Net cash provided by operating activities from discontinued operations was $94 million in the year ended December 31, 2025, compared with $341 million for the same period in 2024, decreased primarily due to the sale of IGT Gaming on July 1, 2025. Net cash provided by investing activities from discontinued operations was $3,868 million in the year ended December 31, 2025, compared with net cash used in investing activities of $207 million for the same period in 2024. The change was primarily due to cash proceeds received for the sale of IGT Gaming of $4.0 billion. Net cash used for financing activities from discontinued operations was $143 million in the year ended December 31, 2025, compared with $50 million for the same period in 2024. Net cash used for financing activities primarily related to a $125 million payment on the Sony deferred license obligation. Cash Returned to Shareholders ($ in millions) In 2025, the Company returned an additional $880 million of cash to shareholders compared to the year ended December 31, 2024, reflecting the portion completed during the year of the Company’s previously announced plan to return $1.1 billion of net cash proceeds from the IGT Gaming divestiture to shareholders. Capital Expenditures For the year ended December 31, 2025, capital expenditures are principally composed of: Capital expenditures for 2025 of $316 million principally consisted of $235 million for investments in systems, equipment and other assets related to contracts, including systems and equipment deployed in California, Colorado, Kentucky, and Italy; investments in intangible assets of $53 million primarily in Italy and global iLottery; and investments in property, plant and equipment of $27 million primarily for our global printing operations and equipment required to complete the separation of IGT Gaming. Capital expenditures for 2024 of $149 million principally consisted of $108 million for investments in systems, equipment and other assets related to contracts, including systems and equipment deployed in Georgia, California, and Texas; investments in intangible assets of $21 million; and investments in property, plant and equipment of $20 million. 38 Table of Contents Tabular Disclosure of Cash Requirements At December 31, 2025, the Company’s material cash requirements are as follows:  [[GREPCENT_TABLE]] [["","","Payments due by period"],["($ in millions)","","Total","","Less than 1 year","","1-3 years","","3-5 years","","More than 5 years"],["Long-term debt (1)","","4,203","","","118","","","1,293","","","2,043","","","750"],["Italy Lotto upfront fee","","1,680","","","1,680","","","\u2014","","","\u2014","","","\u2014"],["Operating leases (2)","","112","","","30","","","39","","","23","","","20"],["Total","","5,994","","","1,827","","","1,331","","","2,065","","","770"]] [[/GREPCENT_TABLE]] (1) Long-term debt consists of the principal amount of long-term debt, including current portion, as included in “Notes to the Consolidated Financial Statements—15. Debt” included in “Item 18. Financial Statements.” Certain of the Company’s long-term debt is denominated in euros. (2) Operating leases principally relate to leases for facilities and equipment used in the Company’s business. The amounts presented include the imputed interest to the counterparties. Unconditional Purchase Obligations The Company’s principal commitments consist of unconditional purchase obligations resulting from agreements to purchase goods and services in the ordinary course of business. Unconditional purchase obligations exclude agreements that are cancellable without penalty. As of December 31, 2025, the Company had unconditional purchase obligations of approximately $64 million with various terms of up to eight (8) years. For more information on our unconditional purchase obligations, see “Notes to the Consolidated Financial Statements—18. Commitments and Contingencies” included in “Item 18. Financial Statements.” The Company expects to have sufficient cash flows from the above cited sources to meet the material cash requirements of these commitments as they become settleable in the ordinary course of business. Off-Balance Sheet Arrangements The Company has the following off-balance sheet arrangements: Performance and other bonds Certain contracts require us to provide a surety bond as a guarantee of performance for the benefit of customers and bid and litigation bonds for the benefit of potential customers. These bonds give beneficiaries the right to obtain payment and/or performance from the issuer of the bond if certain specified events occur. In the case of performance bonds, which generally have a term of one year, such events include our failure to perform our obligations under the applicable contract(s). In general, we would only be liable for these guarantees in the event of default in our performance of our obligations under each contract, the probability of which we believe is remote. Letters of Credit The Parent and certain of its subsidiaries obtain letters of credit under the Revolving Credit Facilities and under senior unsecured uncommitted demand credit facilities. These letters of credit secure various obligations, including obligations arising under customer contracts and real estate leases. The following table summarizes the letters of credit outstanding at December 31, 2025 and 2024 and the weighted-average annual cost of such letters of credit: [[GREPCENT_TABLE]] [["($ in millions)","","Letters of Credit Outstanding (1)","","Weighted- Average Annual Cost"],["December 31, 2025","","263","","","","","","","0.71","%"],["December 31, 2024","","111","","","","","","","1.06","%"]] [[/GREPCENT_TABLE]] (1) There were no letters of credit outstanding under the Revolving Credit Facilities. 39 Table of Contents C.        Research and Development, Patents and Licenses, etc. To remain competitive, the Company invests resources toward its R&D efforts to introduce new and innovative products to attract new customers and retain existing customers. The Company’s R&D efforts cover multiple creative and engineering disciplines, including innovative retail solutions, hardware and software development, creative lottery games and game content, and instant ticket printing technology and design. These products are created primarily by employee designers, engineers, and artists, as well as third-party content creators. R&D costs, which principally include employee compensation costs and outside services, are expensed as incurred, with the exception of certain costs incurred in the development of our externally-sold software products, software for services provided to customers, and software for internal use. Once technological feasibility is established, all software development costs are capitalized until the externally-sold software product is available for general release to customers, while software for services provided to customers and software for internal use are capitalized during the application development phase. The Company devotes continued investment in R&D to create new and enhanced lottery products and services, as set forth below: [[GREPCENT_TABLE]] [["","","For the year ended December 31,"],["($ in millions)","","2025","","2024","","2023"],["Research and development expenses, gross","","188","","168","","161"],["Amounts charged to customer deliveries or capitalized","","142","","126","","125"],["Research and development expenses, net","","47","","43","","36"]] [[/GREPCENT_TABLE]] Research and development expenses, gross represented approximately 8% of total revenue in 2025, approximately 7% of total revenue in 2024, and approximately 6% of total revenue in 2023. After attributing research and development expenses to customer deliveries or capital projects, net research and development expenses represented approximately 2% of total revenue in 2025 and 2024, and approximately 1% of total revenue in 2023. The Company expects to continue to make investments in research and development. See “Item 4. Information on the Company — B. Business Overview — Intellectual Property” and “Item 4. Information on the Company — B. Business Overview — Regulatory Framework” for further information on our material intellectual property and licenses. D.        Trend Information See “Item 5. Operating and Financial Review and Prospects — A. Operating Results” and “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources.” E.    Critical Accounting Estimates The Company’s Consolidated Financial Statements are prepared in conformity with GAAP which require the use of estimates, judgments, and assumptions that affect the carrying amount of assets and liabilities and the amounts of income and expenses recognized. The estimates and underlying assumptions are based on information available at the date that the financial statements are prepared, on historical experience, judgments, and assumptions considered to be reasonable and realistic. The Company periodically reviews estimates and assumptions. Actual results for those areas requiring management judgment or estimates may differ from those recorded in the Consolidated Financial Statements due to the occurrence of events and the uncertainties which characterize the assumptions and conditions on which the estimates are based. The areas that require greater subjectivity of management in making estimates and judgments and where a change in such underlying assumptions could have a significant impact on the Company’s Consolidated Financial Statements are fully described in “Notes to the Consolidated Financial Statements—2. Summary of Significant Accounting Policies” included in “Item 18. Financial Statements.” Certain critical accounting estimates are discussed below.     Revenue Recognition Application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation to 40 Table of Contents determine the appropriate accounting, including whether promised goods and services specified in an arrangement are distinct performance obligations. Other significant judgments include determining whether the Company is acting as the principal in a transaction and whether separate contracts should be combined and considered part of one arrangement. Revenue recognition is also impacted by our ability to determine when a contract is probable of collection and to estimate variable consideration, including, for example, rebates, volume discounts, service-level penalties, and performance bonuses. We consider various factors when making these judgments, including a review of specific transactions, historical experience, and market and economic conditions. Evaluations are conducted each quarter to assess the adequacy of the estimates. The Company recognized service and product revenues of $2.4 billion and $151 million, respectively, for the year ended December 31, 2025. The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgment in identifying and evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. The Company’s revenue recognition policy, which requires significant judgments and estimates, is fully described in “Notes to the Consolidated Financial Statements—2. Summary of Significant Accounting Policies” included in “Item 18. Financial Statements.” Item 6.        Directors, Senior Management, and Employees A.        Directors and Senior Management As of February 19, 2026, the Board consists of 13 directors. Eight (8) of the current directors were determined by the Board to be independent under the listing standards and rules of the NYSE, as required by the Articles of Association of the Parent (the “Articles”). For a director to be independent under the listing standards of the NYSE, the Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). The Board has made an affirmative determination that the members of the Board so designated in the table below meet the standards for “independence” set forth in the Parent’s Corporate Governance Guidelines and applicable NYSE rules. The Articles require that for as long as the Parent’s ordinary shares are listed on the NYSE, the Parent will comply with all NYSE corporate governance standards set forth in Section 3 of the NYSE Listed Company Manual applicable to non-controlled domestic U.S. issuers, regardless of whether the Parent is a foreign private issuer. On May 16, 2018, the Board approved the observer agreement (the “Observer Agreement”) between De Agostini and the Company permitting De Agostini to appoint an observer to attend meetings of the Parent’s directors. Further to several renewals, effective October 30, 2025, the Observer Agreement was renewed for a new two-year term and Alessandro Vergottini, the Chief Financial Officer of De Agostini, acknowledged and agreed to his renewed appointment by De Agostini as an observer pursuant to the terms of the Observer Agreement. The Observer Agreement will expire following the meeting of the Board at which the financial results for the third quarter of 2027 are reviewed. At February 19, 2026, the directors and certain senior managers are as set forth below: Directors [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Marco Sala","","66","","Executive Chair of the Board; Executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Executive Chair of the Board since January 2022. •CEO of De Agostini S.p.A., from June 2022 to June 2025. •Chairman and CEO of DeA Capital S.p.A. from April 2022 and April 2023, respectively, to June 2025. •Director of B&D Holding S.p.A. from December 2024 until June 2025. •Previously served as CEO of the Company from April 2015 to January 2022. •Previously served as Director of Opap from 2003 to June 2019. –40 total years of professional experience. Education and Professional Credentials Bocconi University, Milan, Italy Bachelor of Science, Major in Business and Economics 41 Table of Contents [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["James F. McCann","","74","","Vice-Chairperson of the Board; Lead Independent Director; Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Vice-Chairperson of the Board, Lead Independent Director and Chair of the Nominating and Corporate Governance Committee of the Board since April 2015. •Chairman of 1-800-Flowers.com, Inc. since he founded it in 1986, and CEO until May 2025. •Chairman of Smile Farms Inc., a 501c3 not-for-profit organization. •Chairman of Worth Media Group, a publishing and event company. •Previously served as Director of Amyris Inc. from 2019 to April 2024. •Previously served as Chair and CEO of Clarim Acquisition Corporation, a blank-check company targeting consumer-facing e-commerce, from 2020-2022. •Previously served as Chairman of the Board of Directors of Willis Watson Towers from January 2016 to January 2019, as well as Chairman of the Nominating and Governance Committee until his retirement in May 2019. –54 total years of professional experience. Education and Professional Credentials John Jay College, New York City, New York Bachelor of Arts, Psychology [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Massimiliano Chiara","","57","","Executive Vice President, Chief Financial Officer; Executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Executive Vice President, Chief Financial Officer and Executive Director since April 2020. •Previously served as Chief Financial Officer of CNH Industrial from September 2013 to April 2020, where he was also named Chief Sustainability Officer in 2016 and Head of Mergers & Acquisitions in 2017. –33 total years of professional experience. Education and Professional Credentials Bocconi University, Milan, Italy CEMS Master’s Degree in International Management, with Univesität zu Koln in Cologne, Germany as host school Bachelor of Science, Major in Business Administration cum laude Directorship Certified by the National Association of Corporate Directors Other Mr. Chiara has informed the Company of his intention to step down from the Board at the end of his current term and not stand for re‑election at the 2026 AGM. [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Alberto Dessy","","73","","Independent Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Independent Non-executive Director since the formation of the Company in April 2015, and a member of the Audit Committee and Compensation Committee. •Appointed Senior Professor at the SDA Bocconi School of Management of the Bocconi University in Milan, Italy upon his retirement in 2023. •Faculty member since 1979, where he served as Director of Corporate Division, as Associate Dean for Corporate Development, and as a member of the Distinguished Faculty during his tenure. –47 total years of professional experience. Education and Professional Credentials Bocconi University, Milan, Italy Bachelor of Science, Economic Sciences 42 Table of Contents [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Enrico Drago","","48","","Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Non-executive Director of the Board since March 2024. •Executive Chairman of De Agostini S.p.A. since June 2025. •Chairman of DeA Capital S.p.A. since July 2025. •Vice Chairman of De Agostini S.p.A. from June 2021 to June 2025. •Previously served as Chief Executive Officer of IGT’s PlayDigital business from September 2021 to March 2024. •Previously served as the Company’s Senior Vice President of PlayDigital from 2018 to 2021. –27 total years of professional experience. Education and Professional Credentials IESE Business School, University of Navarra, Barcelona, Spain Master in Business Administration Bocconi University, Milan, Italy Bachelor of Science, Business Administration Other Mr. Drago is the step son-in-law to Lorenzo Pellicioli, Non-Executive Director. [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Ashley M. Hunter","","46","","Independent Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Independent Non-executive Director since January 2022, including a member of the Nominating and Corporate Governance Committee. •Founding partner of A. Hunter & Company, a leading risk management advisory firm. •Lecturer at the University of Texas at Austin School of Information since 2015. –25 total years of professional experience. Education and Professional Credentials Texas A&M University, College Station, Texas Masters in Business Administration Centenary College of Louisiana, Shreveport, Louisiana Bachelor of Music in Music Theory and Composition Other Ms. Hunter is an active member of the Professional Liability Underwriting Society, Women in Private Equity and The Waters Street Club. She also serves as a director for Affordable Central Texas, as a trustee for Zach Theatre, on the Zoning Board of Adjustment in Fredericksburg, Texas and as a gubernatorial appointee to the Motor Vehicle Crime Prevention Authority of the Texas Department of Motor Vehicles. [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Heather J. McGregor","","63","","Independent Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Independent Non-executive Director since March 2017, including a member of the Audit Committee. •Vice President and Provost of Heriot-Watt University in Dubai, previously serving as the Executive Dean in Scotland. •Previously served as a director of Non-Standard Finance Plc from 2014 to 2022, and Fundsmith Emerging Equities Trust from 2021 to 2022. •Founder of the Taylor Bennett Foundation, which works to promote diversity in the communications industry. •Founding member of the Steering Committee of the 30% Club, which is working to raise the representation of women at senior levels within U.K. publicly listed companies. 43 Table of Contents –42 total years of professional experience. Education and Professional Credentials University of Hong Kong, Pokfulam, Hong Kong PhD in Structured Finance London Business School, London, U.K. Masters in Business Administration Newcastle University, Newcastle upon Tyne, U.K. Bachelor of Science in Agricultural Economics & Marketing Chartered Institute of Management Accountants, U.K. Chartered Global Management Accountant Other Professor McGregor was one of the first two people at Heriot-Watt University to be named a Principal Fellow of the Higher Education Academy, and she was elected in 2021 as a Fellow of the Royal Society of Edinburgh, Scotland. She was made a Dame Commander of the Order of the British Empire in King Charles III’s 2023 New Year Honours List for her services to education, to business and to heritage in Scotland. [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Lorenzo Pellicioli","","74","","Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Non-executive Director since the formation of the Company in April 2015, having served as Chair of the Board from November 2018 to January 2022. •Board member of De Agostini S.p.A. •Board member of Assicurazioni Generali S.p.A. since 2007, where he sits on the Appointments and Remuneration Committee and Investments and Strategic Operations Committee. •Serves as: (i) a board member of B&D Holding S.p.A. (since 2012); (ii) the sole director of Flavus S.r.l. (since 2014); (iii) a member of the Advisory Board of Palamon Capital Partners (since 2008); and (iv) Chairman of Xantos Sasu, St. Remy de Provence (since 2002). •Previously served as: (i) a director of DeA Capital S.p.A (2007 to 2022); (ii) a member of the Supervisory Board of Banijay Group (2016 to 2022); (iii) a board member of L.D.H. S.a.S (2016 to 2022); (iv) a director of De Agostini Editorie S.p.A. (2003 to 2020), and (v) Chairman of De Agostini S.p.A. (2022 to 2025), a role he assumed following his retirement as Chief Executive Officer in June 2022. –53 total years of professional experience. Education and Professional Credentials ITIS Chimici (Paleocapa), Bergamo, Italy Industrial Chemicals Other Mr. Pellicioli is step-father-in-law to Enrico Drago, Non-Executive Director. [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Maria Pinelli","","63","","Independent Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Independent Non-executive Director since January 2022, including Chair of the Audit Committee. •Member of the Board of Directors and Chair of the Audit Committee for Globant S.A., a publicly traded company headquartered in Luxembourg and listed on the NYSE. •Member of the Board of Directors, Chair of the Audit Committee and member of the Compensation Committee for Archer Aviation, Inc., a publicly traded company headquartered in San Jose, CA and listed on the NYSE. •Chief Executive Officer of Strategic Growth Advisors, LLC since December 2020. •Previously served as a director and Chair of the Audit Committee of Clarim Acquisition Corporation from 2020-2022, which was publicly listed on the Nasdaq. •From 1986-2020, held a variety of leadership roles for Ernst & Young, including Consumer Products and Retail Leader, Technology Leader, Global Vice Chair of Strategic Growth Markets, Global IPO Leader and Americas Leader for Strategic Growth Markets. 44 Table of Contents –39 total years of professional experience. Education and Professional Credentials McMaster University, Hamilton, Ontario, Canada Bachelor of Commerce Canadian Institute of Chartered Public Accountants Fellow, Chartered Public Accountant Institute of Chartered Accountants in England and Wales Chartered Accountant Executive education completed at Harvard Business School in Cambridge, Massachusetts, and The Kellogg School of Management at Northwestern University, Evanston, Illinois Other Ms. Pinelli was recognized as one of the Square Mile’s most inspiring Power 100 Women (London, U.K.) [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Samantha F. Ravich","","59","","Independent Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Independent Non-executive Director since July 2019, including a member of the Compensation Committee and effective from February 19, 2026, the Audit Committee. She previously served as a member of the Nominating and Corporate Governance Committee. •Chair of the Center on Cyber and Technology Innovation at the Foundation for Defense of Democracies and its Transformative Cyber Innovation Lab since 2016. •Member of the Board of NDX Management, LLC since 2022. •Previously served as the Vice Chair of the President’s Intelligence Advisory Board, as a Commissioner on the Congressionally mandated Cyberspace Solarium Commission and as a member of the Secretary of Energy’s Advisory Board at the U.S. Department of Energy. –32 total years of professional experience. Education and Professional Credentials Pardee RAND Graduate School, Santa Monica, California Ph.D. in Policy Analysis Stuart Weitzman School of Design, University of Pennsylvania, Philadelphia, Pennsylvania Master of City Planning The Wharton School, University of Pennsylvania, Philadelphia, Pennsylvania Bachelor of Science in Engineering [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Vincent L. Sadusky","","60","","Chief Executive Officer; Executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Chief Executive Officer of the Company and Executive Director on the Board since 2022; served as Interim Chief Executive Officer, Global Lottery from July 2023 to February 2024. •Formerly an Independent Non-executive Director and Chair of the Audit Committee from the formation of the Company until 2022. •Previously served as Chief Executive Officer and member of the Board of Directors of Univision Communications Inc., the largest Hispanic media company in the U.S., from 2018 to 2021. –39 total years of professional experience. Education and Professional Credentials New York Institute of Technology, New York City, New York Master of Business Administration Pennsylvania State University, State College, Pennsylvania Bachelor of Science, Accounting 45 Table of Contents [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Gianmario Tondato Da Ruos","","66","","Independent Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Independent Non-executive Director of the Company since April 2015, including serving as Chair of the Compensation Committee. •A member of the Strategic Advisory Board of Planet Farms Holding S.p.A in Italy. •Previously served as Chairman of HMSHost Corporation, Autogrill Italia S.p.A. and Autogrill Europe S.p.A, as well as CEO and director of Autogrill S.p.A. from 2003 to February 2023. •Previously served as Chairman of World Duty Free S.p.A., a director of World Duty Free Group S.A.U., and a member of the Advisory Board of Rabobank in Holland. –46 total years of professional experience. Education and Professional Credentials Ca’Foscari University, Venice, Italy Bachelor of Science, Economics [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Mariangela Zappia","","66","","Independent Non-executive Director"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •On February 19, 2026, the Board appointed Ms. Zappia to the Board, and as a member of the Nominating & Corporate Governance Committee, effective immediately. Ms. Zappia will hold office until the 2026 AGM, at which time Ms. Zappia will stand for election by shareholders. •Independent Board Member and a member of the Appointments and Governance Committees at Intesa San Paolo Bank since 2025. •Ambassador of Italy to the United Nations from 2018 to 2021. •Ambassador of Italy to the United States of America from 2021 to 2025. •Chairwoman of the Italian Institute for International Political Studies. –42 total years of professional experience. Education and Professional Credentials University of Florence, Florence, Italy Political Science Graduate University of Florence, Florence, Italy Masters in Diplomacy Other Ms. Zappia has been the first woman in Italy to hold the positions of Ambassador to NATO, to the United Nations in New York, and to the United States of America. She has also been the first woman Diplomatic Counselor to the Prime Minister of Italy and G7/G20 Sherpa. She also has extensive leadership and managerial experience of complex structures. Senior Management [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Renato Ascoli","","64","","Chief Executive Officer, Global Lottery"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Named Chief Executive Officer, Global Lottery in February 2024. •Previously responsible for leading IGT’s gaming business since 2015, including Italy Gaming, Global Gaming Sales, Global Gaming Product Management, Global Gaming Studios, Global Manufacturing, Operations and services including Global Gaming Technology. –38 total years of professional experience. 46 Table of Contents Education and Professional Credentials Bocconi University, Milan Italy Bachelor of Science, Economics and Social Studies [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Dorothy Costa","","54","","Senior Vice President, People & Culture"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Oversees Brightstar Lottery’s People and Culture function, including oversight of all senior strategic business partners and the total rewards, diversity & inclusion, organization transformation and global services and talent management centers of excellence, a role she has held since 2015. –29 total years of professional experience. Education and Professional Credentials Johnson & Wales University, Providence, Rhode Island Master in Business Administration Rhode Island College, Providence, Rhode Island Bachelor of Science, Business Management University of Michigan, Ross School of Business Executive Education, Ann Arbor, Michigan Certificate in Advanced Human Resource Executive Program [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Wendy Montgomery","","63","","Senior Vice President, Marketing, Communications and Sustainability"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Oversees the strategy for the Company’s global brand, trade shows, product marketing and external communications, including community relations, responsible gaming and corporate social responsibility. •Joined the Company in 2018 as Senior Vice President, Global Lottery Marketing before her promotion. –42 total years of professional experience. Education and Professional Credentials Institute of Marketing Management, Johannesburg, South Africa Diploma in Marketing Management Greenwich University, London, United Kingdom Higher National Diploma in Business Studies Queen’s University, Kingston, Canada Executive Leadership Program [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["David T. Morgan","","45","","Senior Vice President, Chief Accounting Officer"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Oversees Accounting and Tax, including developing and maintaining systems and internal controls over financial reporting, and the preparation of the Company’s consolidated annual reporting in accordance with generally accepted accounting principles. •Previously served as Vice President & Corporate Controller of the Company from 2017 to 2023. •Prior to joining the Company, served as Senior Manager at PricewaterhouseCoopers LLP. –22 total years of professional experience. Education and Professional Credentials 47 Table of Contents University of New Hampshire, Durham, New Hampshire Bachelor of Science, Business Administration: Accounting Massachusetts Board of Public Accountancy Certified Public Accountant [[GREPCENT_TABLE]] [["Name","","Age","","Position"],["Christopher Spears","","58","","Executive Vice President, General Counsel"]] [[/GREPCENT_TABLE]] Professional Experience –Notable Roles •Oversees the Company’s global legal strategy and function, including managing the internal legal team and outside legal advisors, providing counsel to the Board of Directors and executive leadership team and managing corporate governance, compliance, litigation, mergers and acquisitions, intellectual property licensing, commercial and operational issues and other global subject matter areas. –32 total years of professional experience. Education and Professional Credentials University of Kentucky, J. David Rosenberg College of Law, Lexington, Kentucky Juris Doctor University of Kentucky, Gatton College of Business and Economics, Lexington, Kentucky Master of Business Administration Berea College, Berea, Kentucky Bachelor of Science, Business Administration B.        Compensation Non-Executive Director Compensation The Parent’s compensation policy for non-executive directors is to provide an annual cash retainer payable in quarterly tranches as well as equity awards typically in the form of a restricted share unit (“RSU”) award vesting on an annual basis, or such other form of equity awards under the Parent’s 2021 Equity Incentive Plan (the “Equity Incentive Plan”). Additional cash retainers are provided for the non-executive directors serving as Chairpersons of the Board, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee as well as the Lead Independent Director. Equity Awards An RSU award is normally granted to each existing non-executive director annually, and to a new non-executive director at the time of appointment. The number of RSUs covered by each award is generally determined by dividing (1) the Annual Grant Value (see table below in the “Annual Compensation” section) by (2) the closing price of an ordinary share as of the date of grant, prorated accordingly in respect of grants made to new non-executive directors. RSUs normally vest at the next annual general meeting (“AGM”) of the Parent after grant date, subject to continued service of the non-executive director as a director of the Parent. Where a non-executive director resigns from their directorship prior to the normal vesting date, the Parent will consider the non-executive director to have retired from the Board if such director has completed at least eight years of service, and any outstanding RSUs held by the non-executive director will become fully vested as of the date of their termination of service. Further, any outstanding RSUs held by a non-executive director will automatically vest in full in the event of their death or termination of service due to disability. 48 Table of Contents Annual Compensation [[GREPCENT_TABLE]] [["($ in thousands)","","Fees ($)(1)","","RSUs ($)"],["Non-executive Director","","100","","","200"],["Chairperson additional compensation(2)","","50","","","50"],["Lead Independent Director additional compensation","","20","","","20"],["Committee Chairpersons additional compensation:"],["Audit Committee","","40","","","\u2014"],["Compensation Committee","","30","","","\u2014"],["Nominating and Corporate Governance Committee","","20","","","\u2014"]] [[/GREPCENT_TABLE]] (1) All fees are established in USD but paid quarterly in GBP, with the amount paid converted from USD to GBP based on the exchange rate in effect on the date of processing the payment. (2) This compensation is not paid to the current Chairperson of the Board, Marco Sala, given that he is an executive director. 49 Table of Contents 2025 Plan Year Actual Compensation The following table sets forth the approximate compensation received or earned, calculated in accordance with the CA 2006 and relevant regulations, as applicable, by the Company’s non-executive directors during the year ended December 31, 2025. Dollar amounts are presented in thousands. [[GREPCENT_TABLE]] [["Name & Position(s)","","Fees ($)","","Taxable Benefits(1)","","RSUs ($)(2)","","Total"],["James F. McCannNon-executive DirectorVice-Chairperson of the Board Lead Independent DirectorChairperson of the Nominating and Corporate Governance Committee","","140","","","3","","","265","","","408"],["Alberto Dessy(3)Non-executive Director","","119","","","10","","","241","","","370"],["Enrico DragoNon-executive Director","","100","","","8","","","241","","","349"],["Ashley M. HunterNon-executive Director","","100","","","5","","","241","","","346"],["Heather J. McGregorNon-executive Director","","100","","","2","","","241","","","343"],["Lorenzo PellicioliNon-executive Director","","100","","","6","","","241","","","347"],["Maria PinelliNon-executive DirectorChairperson of the Audit Committee","","140","","","11","","","241","","","392"],["Dr. Samantha RavichNon-executive Director","","100","","","6","","","241","","","347"],["Gianmario Tondato da RuosNon-executive DirectorChairperson of the Compensation Committee","","130","","","5","","","241","","","376"]] [[/GREPCENT_TABLE]] (1) Includes certain costs that are incidental to fulfilling their duties as directors, which under U.K. tax law represent taxable income (2) Amount reflects the number of RSUs granted on May 13, 2025 and subsequently adjusted in connection with the Company’s 2025 special dividend to preserve the value of the awards on July 14, 2025, multiplied by $16.29, the three-month average closing share price as of December 31, 2025. The RSUs are scheduled to vest on the date of the 2026 AGM. (3) Includes a 4% stipend related to Italian regulatory requirements. 50 Table of Contents Executive Director and Senior Management Compensation Total Executive Director and Senior Management Compensation The following table sets forth the approximate 2025 compensation received or earned, calculated in accordance with the CA 2006 and relevant regulations, as applicable, by the Company’s executive directors and senior management as of December 31, 2025, including Marco Sala, Executive Chair of the Board; Vincent Sadusky, CEO and Executive Director of the Board; Renato Ascoli, CEO, Global Lottery; Massimiliano Chiara, Executive Vice President, CFO and Executive Director of the Board; Dorothy Costa, Senior Vice President, People & Culture; Wendy Montgomery, Senior Vice President, Marketing, Communications and Sustainability; David Morgan, Senior Vice President and Chief Accounting Officer; and Christopher Spears, Executive Vice President and General Counsel. [[GREPCENT_TABLE]] [["($ in thousands)","","Salary","","2025 Bonus(2)","","EquityAwards(3)","","Other(4)","","Total"],["Marco Sala,Executive Chair(1)","","1,002","","1,214","","2,065","","1,226","","5,507"],["Vincent Sadusky,Chief Executive Officer","","1,500","","1,517","","11,204","","446","","14,667"],["Massimiliano Chiara, Chief Financial Officer","","800","","888","","2,142","","74","","3,904"],["Other Senior Management Leaders","","2,520","","2,272","","2,670","","8,100","","15,563"]] [[/GREPCENT_TABLE]] (1) Mr. Sala’s annual salary as Executive Chair of the Board is $900 thousand of which 70% is paid in GBP and 30% in EUR, both of which are converted using fiscal year-to-date exchange rates. In addition to base salary, the amount may include true-up payments related to foreign currency fluctuations, per his employment contract. (2) Represents the short-term incentive compensation earned for the 2025 fiscal year, expected to be paid in March 2026. In addition to the annual bonus, Mr. Sala’s amount may include an estimated true-up payment related to foreign currency fluctuations, per his employment contract. (3) Mr. Sala’s, Mr. Sadusky’s, and Mr. Chiara’s equity awards compensation represent an 82% achievement of the 2023-2025 performance conditions for performance share units (“PSUs”) granted in 2023, which will vest 50% in 2026 and 2027, respectively, based on their continued service. Other senior managers’ equity awards compensation represents a weighted-average 82% achievement of the 2023-2025 performance conditions for PSUs granted in 2023, which will vest 50% in 2026 and 2027, respectively, based on their continued service. Mr. Sadusky’s equity award compensation includes a one-time retention award of RSUs with a grant date of February 20, 2025, which will vest in January 1, 2027 and January 1, 2028 based on his continued service. The equity awards compensation includes a one-time RSU grant on July 14, 2025 that was granted to address the impact of the special cash dividend of $3.00 per ordinary share. The amount of compensation reflects the total number of shares expected to vest multiplied by Brightstar Lottery’s three-month average closing share price as of December 31, 2025, which was $16.29. (4) Represents the value of certain health, welfare, and other benefits received during 2025 (including tax preparation, employer contributions to post-retirement plans, relocation benefits, tax equalization, taxable life insurance premiums paid, car allowances, housing allowances, private air travel, perquisites, and one-time transaction related bonuses paid to certain senior management members in connection with the sale of IGT Gaming, which were intended to retain key personnel and recognize their contributions to the transaction). Short-Term Incentive Compensation Plans The Company's 2025 short-term incentive (“STI”) compensation plans are performance-based and designed to encourage achievement of both short-term financial results and longer-term strategic objectives. The STI plans recognize growth achievement with an opportunity to earn an incentive on the upside, as well as limit the downside potential. Payments under the STI plans were based on the Company's 2025 financial performance and individual Management by Objectives (“MBOs”). The Company's senior managers participated in the same STI plans as other employees during 2025.  Senior Managers STI For purposes of the STI plans, financial performance for senior managers was measured based on a combination of Consolidated Adjusted EBITDA or AEBITDA, Consolidated Adjusted EBITDA minus capital expenditures (“Capex”), and Consolidated Revenue. STI targets as a percentage of base salary are 100% for the CEO (capped at 167% of base salary), 150% for the Executive Chair (capped at $1.75 million), and between 70% and 100% for the Company's other senior management leaders (capped at between 140% and 200% of base salary). STI financial performance can be adjusted to account for unusually negative or positive financial results due to events outside of the control of the Company's senior managers. All STI objectives had a mix of financial and individual metrics, which is presented in the table below. [[GREPCENT_TABLE]] [["Level","","Financial Performance","","Individual MBOs","","","","Financial Metric Mix"],["Support Functions","","80%","","20%","","","","30% Consolidated AEBITDA","","30% Consolidated AEBITDA-Capex","","20% Consolidated Revenue"]] [[/GREPCENT_TABLE]] All financial objectives were established by the Compensation Committee of the Board for the Executive Chair of the Board 51 Table of Contents and the CEO, and by the Board for the other senior managers, upon recommendation of the Compensation Committee. Long-Term Incentive Compensation Plans The Company’s long-term incentive (“LTI”) compensation plan provides for several different types of stock-based awards, including stock options, restricted stock and RSUs, both time and performance-based. No stock options were granted under the LTI plan in 2025. The principal purposes of granting LTI awards are to assist the Company in attracting and retaining senior managers, to provide a market-competitive total compensation package, and to motivate recipients to increase shareholder value by enabling them to participate in the value created, thus aligning their interests with those of the Company’s shareholders.  Grants of PSUs PSUs were granted in 2025 that will vest 50% in 2028 and 2029, respectively, based on cumulative performance over the 2025-2027 period and continued service through the applicable vesting date. The awards provide for full vesting in the event of the participant’s death, and pro rata vesting in the event of disability. The vesting of the PSUs granted in 2025 is tied to the following performance metrics: –Cumulative Consolidated Adjusted Free Cash Flow; –Cumulative Consolidated AEBITDA –Relative Total Shareholder Return (“TSR”) performance against the Russell 3000 Mid Cap Market Index. AEBITDA and TSR were selected as performance measures to provide a strong focus on profit and alignment to shareholder returns, respectively. Adjusted Free Cash Flow is designed to focus on deleveraging and reducing the Net Debt. AEBITDA and Adjusted Free Cash Flow performance are independently scored using separate payout curves; the outcomes of which could result in vested shares that are greater than, equal to, or less than the original amount of total target shares. The performance factor is the product of the individual AEBITDA and Adjusted Free Cash Flow payout curves, multiplied by the relative TSR performance factor. Actual vesting under the award can range from 0% to 145% of target if all maximum performance targets are met. Financial objectives were established by the Compensation Committee and reviewed by the Board, consistent with the authorization provided by the Company’s shareholders. The table below sets forth the PSUs granted pursuant to the Company’s compensation plans to its senior managers during 2025. [[GREPCENT_TABLE]] [["Name","","No. of TargetShares","","Grant Date Fair Value","","Vesting Period","","Grant Date","","Per Share Market Price on Date of Grant"],["Marco Sala, Executive Chair","","126,502","","","$","15.58","","","2025-2029","","5/8/2025","","$","17.27"],["Vincent Sadusky, Chief Executive Officer","","284,630","","","$","15.58","","","2025-2029","","5/8/2025","","$","17.27"],["Massimiliano Chiara, Chief Financial Officer","","126,502","","","$","15.58","","","2025-2029","","5/8/2025","","$","17.27"],["Other Senior Management Leaders","","275,143","","","$","15.58","","","2025-2029","","5/8/2025","","$","17.27"]] [[/GREPCENT_TABLE]] Restricted share units - special dividend adjustment In July 2025, the Committee approved adjustments to outstanding equity awards to address the impact of the special cash dividend of $3.00 per ordinary share authorized by the Board. These adjustments were designed to preserve the economic value and original incentive objectives, ensuring that participants are not disadvantaged by this extraordinary distribution. Holders of outstanding performance share units, including the Executive Directors, received an additional award of restricted share units, which will vest in three equal annual installments, beginning on the first anniversary of the grant date and continuing on each subsequent anniversary, subject to the participant’s continued service through the applicable vesting dates.The award also provides for full vesting in the event of death, and pro rata vesting in the event of disability. 52 Table of Contents The table below sets forth the RSUs granted pursuant to the Company’s compensation plans to its senior managers during 2025. [[GREPCENT_TABLE]] [["Name","","No. of TargetShares","","Grant Date Fair Value(1)","","VestingPeriod(2)","","Grant Date","","Per Share Market Price on Date of Grant"],["Marco Sala, Executive Chair","","66,933","","","$","\u2014","","","2026-2028","","7/14/2025","","$","14.74"],["Vincent Sadusky, Chief Executive Officer","","141,015","","","$","\u2014","","","2026-2028","","7/14/2025","","$","14.74"],["Massimiliano Chiara, Chief Financial Officer","","71,641","","","$","\u2014","","","2026-2028","","7/14/2025","","$","14.74"],["Other Senior Management Leaders","","113,729","","$","\u2014","","","2026-2028","","7/14/2025","","$","14.74"]] [[/GREPCENT_TABLE]] (1) There is no grant date fair value since awards were granted to preserve the economic value of the original equity awards. (2) Vests in three equal installments: July 2026, July 2027, and July 2028. Vesting of RSUs and PSUs The table below sets forth the RSUs and PSUs that vested pursuant to the Company’s compensation plans for its senior managers during 2025. [[GREPCENT_TABLE]] [["Name","","GrantDate(s)","","Vest Date","","No. of Shares","","Per Share Market Price on Vest Date"],["Marco Sala, Executive Chair","","May 18, 2021","","May 1, 2025","","153,304","","","$","16.42"],["Marco Sala, Executive Chair","","May 4, 2022","","May 1, 2025","","42,998","","","$","16.42"],["Vincent Sadusky, Chief Executive Officer","","January 24, 2022","","January 24, 2025","","285,714","","","$","17.15"],["Vincent Sadusky, Chief Executive Officer","","January 24, 2022","","May 1, 2025","","62,143","","","$","16.42"],["Vincent Sadusky, Chief Executive Officer","","May 4, 2022","","May 1, 2025","","48,373","","","$","16.42"],["Massimiliano Chiara, Chief Financial Officer","","May 18, 2021","","May 1, 2025","","91,043","","","$","16.42"],["Massimiliano Chiara, Chief Financial Officer","","May 4, 2022","","May 1, 2025","","42,998","","","$","16.42"],["Other Senior Management Leaders","","May 18, 2021, May 4, 2022 and July 27, 2023","","May 1, 2025","","104,555","","","$","16.42"]] [[/GREPCENT_TABLE]] PSU Performance Results A portion of the compensation included in the equity awards section of the executive compensation table reflects PSUs granted in 2023 where the measurement period for the performance conditions completed in 2025. Vesting was dependent on cumulative performance over the three financial years ended on December 31, 2025 and continued service until May 2026 for 50% of the PSUs earned and May 2027 for the remaining 50% of PSUs earned. [[GREPCENT_TABLE]] [["","Weighting","","","","","Performance % of Target","Payout %"],["Corporate"],["Adjusted Free Cash Flow","75%","","","","","125%","116%"],["Consolidated AEBITDA","25%","","","","","99%","83%"],["Relative TSR Modifier","","","","","","","76%"],["Corporate performance results (% of target)(1)","82%"],["Corporate total units earned (% of maximum)(2)","56%"]] [[/GREPCENT_TABLE]] (1) The performance results calculated as the weighted sum of (a) the performance of the Adjusted Free Cash Flow payment matrix and (b) the performance of Consolidated AEBITDA payment matrix. This calculated payout % is then multiplied by the relative Total Shareholder Return percentile payout. (2) The maximum number of shares to be earned under the plan is 145% of target. Compensation Actions Relating to CEO Employment Letter Amendment Effective January 16, 2025, Vincent L. Sadusky’s employment agreement was amended to include, among other compensation actions, the following: 1.Mr. Sadusky received a one-time retention award of RSUs with a grant date in the first quarter of 2025, and a target grant date value of $5 million, with an opportunity to earn up to an additional 233,333 shares depending on the share price of the Parent’s ordinary shares for the 60 days immediately preceding and ending on the vesting date of January 1, 2027 and 2.Mr. Sadusky received a one-time retention award of RSUs with a grant date in the first quarter of 2025, and a target grant date value of $2.5 million, with an opportunity to earn up to an additional 116,667 shares depending on the share 53 Table of Contents price of the Parent’s ordinary shares for the 60 days immediately preceding and ending on the vesting date of January 1, 2028, which is three years after the grant date. The awards were granted on February 20, 2025. Amounts accrued for pensions and similar benefits At December 31, 2025, the total amount accrued by the Company to provide pension, retirement, or similar benefits for its senior managers is $0.2 million. Severance Arrangements Senior managers of the Company are entitled to severance payments and benefits if such senior manager’s employment is terminated other than for cause under either individual employment agreements or pursuant to provisions of national collective agreements for executives of the industry. U.S. Senior Management The employment agreements with U.S.-based senior management (i.e., Messrs. Chiara, Morgan, Sadusky, and Spears and Mses. Costa and Montgomery) generally provide for the following benefits upon a termination other than for “cause”, or upon death or disability: •18 months of base salary; •18 months of STI (based upon a three-year average) and perquisites; •18 months tax preparation; •any accrued but unpaid STI earned for the prior fiscal year; •a prorated STI for the current fiscal year based on actual performance; •18 months (upon a termination other than for “cause”) or 24 months (upon death or disability) of health and welfare benefits continuation; and •18 months following termination of employment to exercise vested stock options, unless the options otherwise expire under the original terms and conditions of the award during such 18-month period. Upon U.S.-based officer’s retirement from the Company, the employment agreements also provide for accelerated vesting of a portion of an officer’s outstanding RSUs and PSUs and an ability to exercise vested options until the expiration date. Italian Senior Management Pursuant to the terms of the Italian national collective agreement for executives of the industry (Contratto Collettivo Nazionale di Lavoro per i Dirigenti di Aziende produttrici di beni e servizi), Mr. Ascoli is generally entitled, unless ad hoc agreements provide differently, to the following severance payments and benefits upon a termination of employment by Brightstar Lottery S.p.A. (formerly Lottomatica Holding S.r.l.) other than for “cause,” a resignation for “good reason,” or due to the senior manager’s death or disability: •severance pay determined under the collective agreement; •any accrued but unpaid STI earned for the prior fiscal year; and •a notice indemnity equal to a minimum of six and a maximum of 12 months of total base salary and STI compensation. Executive Chair Service and Severance Arrangements Mr. Sala’s base salary as Executive Chair of the Board is £523,732 ($630,000) and €252,720 ($270,000) under his service agreements with the Parent (70%) and Brightstar Lottery S.p.A. (30%), respectively. In connection with his appointment as Executive Chair, certain arrangements in Mr. Sala’s service agreement with the Parent were restructured. Mr. Sala’s service agreement with the Parent (70% of employment) can be terminated by either party on the giving of six months’ notice, if not, immediately for cause. Mr. Sala cannot resign without prior approval from the Board. Following termination of employment, for a period of 24 months thereafter, Mr. Sala is subject to certain restrictive covenants, including restrictions on soliciting or providing goods or services to certain customers, employing or enticing away from the group certain persons employed by any group company or being involved with any business in competition with any group company, among 54 Table of Contents others. As consideration for compliance with the post-employment restrictive covenants, Mr. Sala is entitled to a fixed payment amount upon termination of employment equal to the GBP equivalent of $7.5 million. According to a severance agreement entered into between the Company and Mr. Sala, subject to Mr. Sala continuing to work during his notice period, he is entitled to a severance payment equal to one year’s base salary (plus any amounts owed to Mr. Sala) and a pro-rated STI payment as of the date of termination based on the projection of the Company’s full year business and financial results. The severance payment is subject to the Company determining that Mr. Sala is a good leaver which includes, but is not limited to, circumstances involving redundancy, permanent incapacity, or retirement with the agreement of the Company. No severance payment will be made if Mr. Sala’s employment is terminated for cause. Under Mr. Sala’s Brightstar Lottery S.p.A. service agreement (30% of employment), he is entitled to the severance payments and benefits described in the “Italian Senior Management” section above. Change in Control In the event of a change in control, the Equity Incentive Plan provides for full accelerated vesting of all outstanding share options, share appreciation rights and full-value awards (other than performance-based awards), when a replacement award is not provided. In addition, any performance-based award for which a replacement award is not issued will be deemed to be earned and payable with all applicable performance metrics deemed achieved at the greater of: (a) the applicable target level; or (b) the level of achievement as determined by the Compensation Committee not later than the date of the change in control, taking into account performance through the latest date preceding the change in control as to which performance can practically be determined, but in no case, later than the end of the applicable performance period. In the event of the termination of service of a participant other than for cause within 24 months following a change in control, all replacement awards held by such participant will fully vest and be deemed to be earned in full, with all applicable performance metrics deemed achieved at the greater of: (a) the applicable target level; or (b) the level of achievement as determined by the Compensation Committee taking into account performance through the latest date preceding the termination of service as to which performance can, as a practical matter, be determined (but not later than the applicable performance period). C.        Board Practices As of February 19, 2026, the Board consists of 12 members who were elected by shareholder vote on May 13, 2025, and one member appointed by the Board on February 19, 2026, who will stand for election by shareholders at the 2026 AGM. See “Item 6. Directors, Senior Management, and Employees – A. Directors and Senior Management” above. The term of office of the current Board will expire at the conclusion of the next annual general meeting of the Company. Each director may be re-elected at any subsequent general meeting of shareholders. None of the Parent’s directors have service contracts with the Parent (or any subsidiary) providing for benefits upon termination of employment as a director. The directors are responsible for the management of the Company’s business, for which purpose they may exercise all of the powers of the Parent whether relating to the management of the business or not. As described above in section “Item 6.A. Directors and Senior Management,” as of February 19, 2026, the Board is comprised of: (i) eight (8) independent directors including James F. McCann, the Vice Chairperson of the Board and Lead Independent Director; and (ii) five (5) non-independent directors, including the Parent’s CEO, Vincent Sadusky, the Parent’s CFO, Massimiliano Chiara, the Board’s Executive Chair, Marco Sala, Lorenzo Pellicioli, and Enrico Drago. Mr. Drago is the Executive Chairman of the board of De Agostini. Messrs. Pellicioli and Sala also serve on the board of De Agostini. The Board maintains the following committees: (i) an Audit Committee; (ii) a Nominating and Corporate Governance Committee; and (iii) a Compensation Committee. The membership of each committee meets the independence and eligibility requirements of the NYSE and applicable law. The members of each committee are appointed by and serve at the discretion of the Board until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The chairperson of each committee is appointed by the Board. The Audit Committee The Parent’s Audit Committee is primarily responsible for, among other things, assisting the Board’s oversight of: •the integrity of the Parent’s financial statements and forecasts; •the Parent’s compliance with legal and regulatory requirements; •the independent registered public accounting firm’s qualifications and independence; •the performance of the Parent’s internal audit function and independent registered public accounting firm; and 55 Table of Contents •the Parent’s internal controls over financial reporting and systems of disclosure controls and procedures, including the review of related party transactions and other accounting and treasury matters. The Audit Committee oversees risk assessment and risk management, including financial, compliance, strategic and operational risk exposures, including sustainability and climate-related risk, cybersecurity, and information security. The Audit Committee and management may make recommendations to the Board for any changes, amendments, and modifications to the Parent’s ethical codes of practice, such as the Code of Conduct and the Code of Ethics, and promptly disclosing any waivers for directors or senior managers, as required by applicable law. The Board reviews the adequacy and effectiveness of the Company’s enterprise risk management program, including the approval of risk appetites for the Company’s key risks. The Audit Committee receives periodic reports from management, reviews updates to the Company’s principal and emerging risks, and conducts deep dive reviews of risk management activities to assess whether such risks are within the Company’s risk appetite. Since 2022, the Audit Committee also holds dedicated sessions to receive and discuss updates and demonstrations on data protection and cybersecurity and engages with management on the Company’s incident prevention plans and policies, threat-detection measures and prompt response to malicious activity and attacks to ensure the Company is well placed to meet the evolving risks and external threats in this area. The Audit Committee regularly meets with the external auditor, the CFO, the General Counsel, the CAO, and the Compliance and Internal Audit Officer in separate, closed sessions. The Audit Committee regularly reports to the Board on the matters for which it has oversight responsibility. The Audit Committee consists of Maria Pinelli (chairperson), Alberto Dessy, Heather J. McGregor and Samantha Ravich. Each member of the Audit Committee must meet the financial literacy requirement, as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. In addition, at least one (1) member of the Audit Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business judgment. See “Item 16A. Audit Committee Financial Expert” of this annual report on Form 20-F for additional information regarding Audit Committee financial experts. The Compensation Committee The Compensation Committee discharges the responsibilities of the Board relating to compensation of the Parent’s executives and directors and other human capital management matters, which include: •ensuring that provisions regarding disclosure of information, including pensions, as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (U.K.), are fulfilled; •producing a report of the Parent’s remuneration policy and practices to be included in the Parent’s U.K. Annual Report and Accounts and ensuring that it is approved by the Board and put to shareholders for approval at the annual general meeting in accordance with the CA 2006; •reviewing management recommendations and advising management on broad compensation policies, such as salary ranges, deferred compensation, incentive programs, pension, and executive stock plans; •reviewing and approving goals and objectives relevant to the CEO’s compensation, evaluating the CEO’s performance in light of those goals and objectives and reviewing the results of such evaluations with the Board, and setting the CEO’s compensation level based on this evaluation; •reviewing and approving the compensation, incentive compensation plans and equity-based plans of the Company’s Executive Chair (if any); •making recommendations to the Board with respect to non-CEO senior managers (excluding the Executive Chair) compensation, incentive compensation plans and equity-based plans that are subject to Board approval; •monitoring issues associated with succession and management development of the CEO and other senior executives; •overseeing the administration by the Company of Brightstar Lottery’s equity-based plans and reviewing and/or approving (as applicable) grants and/or awards of equity-based compensation under the Company’s incentive compensation and equity-based plans; •monitoring and assessing performance conditions applicable to any long- and short-term incentive plans adopted by the Company; 56 Table of Contents •reviewing and recommending the amount of compensation paid to directors for Board and committee service and for serving as the Chairperson of a committee or Chairperson of the Board; •creating, modifying, amending, terminating, and monitoring compliance with share ownership guidelines for directors and executives of the Company; •overseeing, reviewing, monitoring, and, where appropriate or required, making recommendations to the Board on human capital management matters, including culture and employee engagement and diversity, equity and inclusion. •overseeing the design, review, and amendment of the Company’s policies relating to anti-harassment and coercion, as appropriate, and providing oversight of the enforcement of such policies by People & Culture; •exercising any discretion or judgment on compensation issues in accordance with the remuneration policies of the Company, including any clawback and malus policies adopted by the Company; •overseeing, in conjunction with other Board committees delegated with such authority (if any), engagement with investors/shareholders and proxy advisory firms on executive compensation matters; and •together with the Audit Committee, evaluating risks associated with the Company’s employees and employee-benefit related risks, including the Company’s compensation and benefits policies, plans, and programs and discussing with management procedures to identify and mitigate any such risks. The Compensation Committee also reviews, monitors, and makes recommendations to the Board on talent tracking, development, and retention through customized training and career progression plans, and succession planning. Workplace safety and employee health and well-being are also topics that receive the Compensation Committee’s attention. The Compensation Committee consists of Gianmario Tondato da Ruos (chairperson), Alberto Dessy, and Samantha Ravich. The Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is responsible for, among other things: •recommending to the Board, consistent with criteria approved by the Board, the names of qualified persons to be nominated for election or re-election as directors (including, in consultation with the Compensation Committee, the CEO’s successor) and the membership and chairperson of each Board committee; •reviewing each director’s character and integrity prior to appointment and in connection with re-nomination decisions and Board evaluations; •reviewing, at least annually, the appropriate skills, characteristics, experience, and other expertise required of Board members in the context of the current composition of the Board and its committees; •periodically reviewing the size, composition (including diversity of backgrounds, experiences, and perspectives), and leadership of the Board and committees thereof and recommending any proposed changes to the Board; •reviewing directorships in other public companies held by or offered to directors of the Parent with a view to ensuring that such external positions do not have a negative impact on the performance of such director; •reviewing and reassessing from time to time the Parent’s Corporate Governance Guidelines and recommending any changes to the Board; •determining, at least annually, the independence of each director under the independence requirements of the NYSE and any other regulatory requirements and reporting such findings to the Board; •overseeing, at least annually, the evaluation of the performance of the Board and each Board committee, as well as individual directors where appropriate; •assisting the Parent in making the periodic disclosures related to the Nominating and Corporate Governance Committee and required by rules issued or enforced by the SEC, the CA 2006, and any other rules and regulations of applicable law; •periodically reviewing and making recommendations to the Board concerning CEO emergency succession plans; •giving due consideration to the Parent’s legal obligations in the context of nominations and corporate governance, including any changes in applicable law and to recommendations and associated guidance from advisors, professional bodies, and proxy advisory firms; •overseeing the Company’s strategy on sustainability and monitoring implementation of the Company’s sustainability program, including review of the Company’s public disclosures regarding sustainability matters; and •overseeing, in conjunction with other Board committees delegated with such authority (if any), engagement with investors/shareholders and proxy advisory firms on sustainability matters. 57 Table of Contents The Nominating and Corporate Governance Committee periodically reviews: (i) the size, composition (including from a personal and professional diversity standpoint), working and leadership of the Board and its committees; and (ii) key attributes of directors (including eligibility, independence, and Audit Committee members’ financial literacy/expertise) to detect any gaps against market benchmarks — including the U.S. Spencer Stuart Board Index and S&P MidCap 400 Index — and suggest adjustments, where appropriate. The Nominating and Corporate Governance Committee also reviews proposed shareholder resolutions, proxy advisor guidelines and voting recommendations, as well as voting results, and oversees Brightstar Lottery’s global sustainability plan and its integration into business plans. The Nominating and Corporate Governance Committee consists of James McCann (chairperson), Ashley M. Hunter, and Mariangela Zappia. The charters for each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are available at www.brightstarlottery.com; information contained thereon, including each committee charter, is not included in, or incorporated by reference into, this annual report on Form 20-F. Indemnification of Members of the Board The Parent has committed, to the fullest extent permitted under applicable law, to indemnify and hold harmless (and advance any expenses incurred, provided that the person receiving such advancement undertakes to repay such advances if it is ultimately determined such person was not entitled to indemnification), each of the Parent’s and its subsidiaries’ present and former directors, officers, and employees against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities, and settlement amounts paid in connection with any claim, action, suit, proceeding, or investigation arising out of or related to such person’s service as a director, officer, or employee of the Parent or any of its subsidiaries. D.        Employees As of December 31, 2025, Brightstar Lottery conducted business in more than 100 jurisdictions around the world and had 5,815 employees. The Company believes that its relationship with its employees is generally satisfactory. Most of Brightstar Lottery’s employees are not represented by any labor union. However, labor agreements are common in some countries around the world, and the Company recognizes such arrangements and works closely with the applicable work councils. Relations with the Company’s mid-level employees and production workers in Italy are subject to Italy’s collective bargaining agreement for the tertiary sector, distribution, and services (CCNL Terziario, della Distribuzione e dei Servizi). Relations with the Company’s executives in Italy are subject to the national collective bargaining agreement for executives in the industry companies producing services (CCNL Dirigenti Industria). Since inception of these agreements, Brightstar Lottery has not experienced any strike that significantly influenced its business activities. In the U.S., the Company currently has one (1) active bargaining unit that has elected representation by third-party union organization, totaling 30 employees. A collective bargaining agreement with this union is set to expire on February 28, 2026, and the Company is making arrangements with the union to negotiate in good faith to reach a new agreement. Human Capital Brightstar Lottery recognizes human capital development as a critical strategic process and actively builds employee skills and capabilities in an agile and outcome-focused way. In addition to offering well-structured and competitive reward and benefit packages designed to attract and retain the employees, the Company invests in training and career development opportunities to support its employees in their careers and strives to create a fair and inclusive culture that values unity, diversity, and belonging in its people, players, customers, and communities. Career development is a partnership between each employee, their manager, and the Company and requires a conscious choice to grow and stretch individual capabilities and further a professional career. Employees and managers have a responsibility to drive their individual growth and development, with Brightstar Lottery providing the resources necessary to achieve these goals. New capabilities are developed through learning experiences, specific trainings, coaching, mentoring, and feedback. Individual Development Plans, aligned to personal growth goals and business objectives, enable employees to develop the most needed skills to reach individual goals. To support development, Brightstar Lottery has designed upskilling and reskilling plans to ensure people’s employability and to keep the Company competitive in the market. 58 Table of Contents Talent, Culture, and Inclusion Brightstar Lottery understands that its employees’ unique backgrounds, experiences, and perspectives should reflect its global customers and the local communities where the Company operates. Diversity must be supported by a fair and inclusive culture that enables all employees to feel valued, respected, engaged, and empowered to contribute to the business. The Company established the Office of Talent, Culture, & Inclusion (“TCI”) to guide strategic TCI initiatives and ensure that these topics continue to stay in focus and are embedded throughout the Company’s business processes. Employees [[GREPCENT_TABLE]] [["","As of December 31,"],["","2025","","2024","","2023"],["Number of Employees","5,815","","6,025","","6,045"],["Interns and temporary employees","69","","79","","63"],["Staff voluntary attrition rate","10%","","6%","","8%"]] [[/GREPCENT_TABLE]] As of December 31, 2025, the proportion of women among permanent employees was 33% and 25% of employees with the title of vice president or higher were female. In 2025, 564 employees left the Company voluntarily. Additionally, 322 employees had their employment involuntarily terminated, 84 of which were workforce reductions. 59 Table of Contents E.        Share Ownership Senior Management Stock Ownership Requirements On July 28, 2015, the Board approved share ownership guidelines for Senior Vice Presidents and above (the “Share Ownership Guidelines”). These Share Ownership Guidelines were most recently amended on November 7, 2024, and are summarized below: [[GREPCENT_TABLE]] [["Policy Effective Date:","","July 28, 2015"],["Stock Ownership Guidelines apply to:","","Share plans starting in 2015 Any award vesting after the Policy Effective Date Unvested Options as of the Policy Effective Date"],["Covered Executives:","","Executive Chair CEO Business Unit CEOs and Executive Vice Presidents Senior Vice Presidents"],["Ownership Requirement Multiple of Base Salary:","","Executive Chair - 5xCEO - 5xBusiness Unit CEOs and Executive Vice Presidents - 3xSenior Vice Presidents reporting to the CEO - 1xSenior Vice Presidents not reporting to the CEO - 0.5x"],["Shares Included in Ownership:","","All ordinary shares in the Company beneficially owned (regardless of whether such shares were acquired (i) on the market, (ii) through the exercise of share options, or (iii) through the vesting of other equity awards), including shares owned outright and shares held in trust for the benefit of the executive or their family members. This includes any shares (i) allocated to an executive pursuant to a share allocation plan or other equity award plan of the Company or any of its predecessor companies that have vested, or (ii) resulting from the exercise of share options, but in either case where shares have not yet been delivered to the executive. Note that Unearned Performance Shares do not count towards the Share Ownership Guidelines until earned. (i.e., Performance Factor has not been determined/applied)"],["Legacy Plan Holding Requirements:","","Holding requirements stated in Legacy Plans are still in effect, in addition to the new Stock Ownership Guidelines"],["Additional Holding Requirement - Not in Compliance with Stock Ownership Requirements*:","","Minimum number of shares equal to 50% of those resulting from each particular vesting of awards or from each exercise of share options (in either case net of any shares withheld or sold to cover tax withholding requirements, or exercise price relating to the vest or exercise, or broker fees (if any)) until that individual has met their applicable target level of share ownership defined under \u201cOwnership Requirement Multiple of Base Salary.\u201d"],["Additional Holding Requirement - In Compliance with Stock Ownership Requirements*:","","Minimum number of shares equal to 20% of those resulting from each particular vesting of awards, or from the exercise of share options (in either case net of any shares withheld or sold to cover tax withholding requirements, or exercise price relating to the vest or exercise, or broker fees (if any)) for at least three (3) years from the date of vest or exercise of such awards or share options."],["Executive Directors","","Each Executive Director must hold all net settled shares received under a plan of the Parent for a period of at least five years from the date of grant. The period expires on the fifth anniversary of the date of grant, provided the relevant Executive Director has met their applicable target level of share ownership defined under \u201cOwnership Requirement Multiple of Base Salary.\u201d"],["Executive Director Post-Employment Holding Requirement","","Each Executive Director is required to hold: (i) for the period beginning upon cessation of their employment and ending on the first anniversary of such cessation, such number of shares equal to the target level defined in the Share Ownership Guidelines (or if they hold a lower number of shares at the time of cessation of their employment, such lower number of shares); and (ii) for the period beginning upon the first anniversary of cessation of their employment and ending on the second anniversary of such cessation, such number of shares equal to 50% of the target level under these Share Ownership Guidelines (or if they hold a lower number of shares at the first anniversary of cessation of their employment, such lower number of shares)."]] [[/GREPCENT_TABLE]] *Additional Holding Requirement only applicable to Covered Executives who are not Executive Directors. 60 Table of Contents Director Stock Ownership Requirements Beginning November 10, 2020 (or five years after joining the Board if such date is subsequent to November 10, 2020), each non-executive director is expected to hold, for as long as they remain on the Board, ordinary shares of the Parent that have a fair market value equal to at least three (3) times the base annual retainer amount then in effect for non-executive directors. The current base annual retainer amount is $100,000. Non-compliant non-executive directors are prohibited from selling shares of the Parent until they have met their applicable target level of share ownership, excluding any shares sold to cover any applicable tax withholding requirements, the exercise price of any share options, nominal value of shares, or broker fees (if any). Beneficial Ownership of Directors and Senior Management The following table sets forth information, as of February 19, 2026, regarding the beneficial ownership of the Parent’s ordinary shares, including: •each member of the Board; •each member of senior management of the Parent; and •all members of the Board and senior managers taken together. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, the Parent believes that each shareholder identified in the table possesses sole voting and investment power over all ordinary shares of the Parent shown as beneficially owned by that shareholder. Percentage of beneficial ownership is based on approximately 184.5 million ordinary shares (which excludes treasury shares) of the Parent outstanding as of February 19, 2026. [[GREPCENT_TABLE]] [["Name of Beneficial Owner","","Number of Ordinary Shares","","Number of Ordinary Shares issuable upon vest within 60 days","","Percentage(1)"],["Directors:"],["Marco Sala","","1,594,423","","","\u2014","","","0.86"],["Vincent L. Sadusky","","354,880","","","\u2014","","","0.19"],["James F. McCann","","103,482","","","\u2014","","","0.06"],["Massimiliano Chiara","","240,082","","","\u2014","","","0.13"],["Alberto Dessy","","86,050","","","\u2014","","","0.05"],["Enrico Drago","","49,275","","","\u2014","","","0.03"],["Ashley Hunter","","25,572","","","\u2014","","","0.01"],["Heather J. McGregor","","52,772","","","\u2014","","","0.03"],["Lorenzo Pellicioli","","181,833","","","\u2014","","","0.10"],["Maria T. Pinelli","","27,103","","","\u2014","","","0.01"],["Samantha F. Ravich","","54,357","","","\u2014","","","0.03"],["Gianmario Tondato da Ruos","","96,257","","","\u2014","","","0.05"],["Mariangela Zappia","","\u2014","","","\u2014","","","\u2014"],["Members of Senior Management:"],["Renato Ascoli","","287,103","","","\u2014","","","0.16"],["Dorothy Costa","","41,448","","","\u2014","","","0.02"],["Wendy Montgomery","","55,869","","","\u2014","","","0.03"],["David T. Morgan","","20,611","","","\u2014","","","0.01"],["Christopher Spears","","95,144","","","\u2014","","","0.05"],["","","3,366,261","","","\u2014","","","1.82"]] [[/GREPCENT_TABLE]] (1) Any securities not outstanding that are subject to options or conversion privileges exercisable within 60 days of February 19, 2026 are deemed outstanding for the purpose of computing the percentage of outstanding securities of the class owned by any person holding such securities and by all Board members and senior managers as a group, but are not deemed outstanding for the purpose of computing the percentage of the class owned by any other individual person. Except where noted, percentages have been rounded to the nearest hundredth. 61 Table of Contents The table below sets forth the options on the Parent’s ordinary shares granted to Mr. Sala that were outstanding as of February 19, 2026. As of such date, no senior manager other than Mr. Sala held outstanding options. Further, none of the directors held outstanding options, other than Mr. Sala. For each of the option grants listed below, the options are exercisable for ordinary shares of the Parent, and there is no purchase price applicable to the options other than the exercise price indicated below.  [[GREPCENT_TABLE]] [["Name","","Grant Date","","Amount of Shares Underlying Grant","","Amount Exercisable (Vested)","","Amount Unexercisable (Unvested)","","Exercise Price","","Expiration Date"],["Marco Sala","","May 11, 2021","","172,500","","","172,500","","\u2014","","","$","17.37","","","May 14, 2028"]] [[/GREPCENT_TABLE]] For a further discussion of stock-based employee compensation, please see “Notes to the Consolidated Financial Statements—20. Stock-Based Compensation” included in “Item 18. Financial Statements.” F.    Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. Item 7.        Major Shareholders and Related Party Transactions A.        Major Shareholders At February 19, 2026, the Parent’s outstanding capital stock consisted of 184,528,609 ordinary shares having a nominal value of $0.10 per share, 209,968,921 Special Voting Shares of $0.000001 each, and 50,000 sterling non-voting shares of £1.00 each, held by CSC Fiduciary Services (UK) Limited. Each ordinary share carries one (1) vote and each special voting share carries 0.9995 votes. The following table sets forth information with respect to beneficial ownership of the Parent’s ordinary shares by persons known by the Parent to beneficially own 5% or more of voting rights as a result of their ownership of ordinary shares, including by election to exercise the votes of Special Voting Shares by placing the associated ordinary shares on the Loyalty Register as of February 19, 2026. [[GREPCENT_TABLE]] [["Name of Beneficial Owner","Number of Ordinary Shares Owned","Percent of OrdinaryShares Owned(1)","Number of Ordinary Shares on the Loyalty Register","Percent of Total Voting Power(1)"],["De Agostini S.p.A.","85,422,324","46.29%","85,422,324","63.28%"],["Lazard Asset Management LLC(2)","9,504,747","5.15%","\u2014","\u2014"]] [[/GREPCENT_TABLE]] (1) Excluding treasury shares. (2) According to the information provided in a Schedule 13G report filed by Lazard Asset Management LLC (“Lazard”) on February 17, 2026, Lazard has sole voting power and sole dispositive power over 9,504,747 ordinary shares. At February 19, 2026, B&D Holding S.p.A. (“B&D Holding”) owned 61.69% of De Agostini. Lorenzo Pellicioli serves as a director of B&D Holding. B&D Holding is in turn owned by members of the Boroli and Drago families. Voting Rights  De Agostini controls the Parent but does not have different voting rights from the Parent’s other shareholders, aside from the election to exercise the votes of the Special Voting Shares related to the shares owned by De Agostini. However, through its voting rights, De Agostini has the ability to control the Company and significantly influence the decisions submitted to a vote of the Parent’s shareholders, including approval of annual dividends, the election and removal of directors, mergers or other business combinations, the acquisition or disposition of assets, and issuances of equity, and the incurrence of indebtedness. 62 Table of Contents Additional Share Information The Parent’s ordinary shares are listed on the NYSE under the symbol “BRSL” and can be traded in U.S. dollars. The Parent’s ordinary shares may be held in the following two ways: •beneficial interests in the Parent’s ordinary shares that are traded on the NYSE are held through the book-entry system provided by The Depository Trust Company (“DTC”) and are registered in the register of shareholders in the name of Cede & Co., as DTC’s nominee; and •in certificated form. All of the Parent’s ordinary shares are held on the U.S. registry. At February 19, 2026, there were 178 record holders in the U.S. holding approximately 99.99% of the Parent’s outstanding ordinary shares, including ordinary shares held by Cede & Co., the nominee for DTC. Ordinary shares held through DTC may be beneficially owned by holders within or outside of the U.S. The shares held by De Agostini are beneficially owned by an entity organized under the laws of Italy. At February 19, 2026, there were 85,422,324 Special Voting Shares of the Parent outstanding, which are all held by Computershare Company Nominees Limited in its capacity as the nominee appointed by the Parent to hold the Special Voting Shares under the terms of the Parent’s Loyalty Plan. The Parent’s Special Voting Shares are not listed on the NYSE and will be transferable only in very limited circumstances. For more information regarding the Special Voting Shares, please see “Item 10. Additional Information – B Memorandum and Articles of Association—Loyalty Plan.” B.        Related Party Transactions The Company engages in business transactions with certain related parties, which include: (i) entities and individuals capable of exercising control, joint control, or significant influence over the Company; (ii) De Agostini or entities directly or indirectly controlled by De Agostini; and (iii) unconsolidated subsidiaries or joint ventures of the Company. Members of the Board, executives with authority for planning, directing, and controlling the activities of the Company and such directors’ and executives’ close family members are also considered related parties. Amounts receivable from De Agostini and subsidiaries of De Agostini (together, the “De Agostini Group”) are non-interest bearing. Transactions with the De Agostini Group include payments for support services provided and office space rented pursuant to a lease entered into prior to the formation of the Company. The Company generally carries out transactions with related parties on commercial terms that are normal in their respective markets, considering the characteristics of the goods or services involved. For a further discussion of transactions with related parties, including transactions with De Agostini and companies in which we have strategic investments that develop software, hardware, and other technologies or provide services supporting the Company’s technologies, please see “Notes to the Consolidated Financial Statements—24. Related Party Transactions” included in “Item 18. Financial Statements”. C.        Interests of Experts and Counsel Not applicable.