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Brightstar Lottery (NYSE: BRSL) profits rise despite revenue dip

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Brightstar Lottery PLC reported H1 2026 total revenue of $1,171 million, a 4% decline, but income from continuing operations improved to $119 million from a loss a year earlier, with diluted EPS from continuing operations of $0.37. Q2 revenue was $584 million and net income attributable to the company was $33 million.

Profitability benefited from a favorable foreign-exchange movement versus a prior-year loss, lower restructuring and tax expense, and cost savings from the OPtiMa programs, partly offset by higher amortization of the new Italian Lotto license. Operating cash flow from continuing operations was an outflow of $1,174 million, mainly due to the final $1,675 million Italian Lotto license payment, reducing cash and equivalents to $558 million and total available liquidity to $1,742 million.

The company entered senior secured multicurrency revolving credit facilities totaling $650 million and €1.0 billion maturing in 2031, used in part to refinance term debt. It continued shareholder returns through $85 million of dividends in H1 2026 and repurchased about 3.6 million shares, leaving $186 million authorized under its buyback program.

Positive

  • Income from continuing operations rose to $119 million in H1 2026 from a $52 million loss a year earlier, with diluted EPS from continuing operations improving to $0.37 from ($0.59).
  • General and administrative expenses declined to $94 million in H1 2026 from $120 million, supported by the OPtiMa cost programs and other recoveries, while restructuring charges fell to $6 million from $21 million.

Negative

  • Operating cash flow from continuing operations swung to an outflow of $1,174 million in H1 2026, largely due to the final $1,675 million Italian Lotto license payment, which reduced cash and equivalents to $558 million and total liquidity to $1,742 million.
  • Total revenue declined to $1,171 million in H1 2026 from $1,214 million, with Q2 revenue down 7%, reflecting higher amortization of upfront Italian Lotto license fees and the transition of the U.K. contract to a new provider.

Filing Explained

The final OPtiMa 3 phase has begun: up to $20 million of costs are expected, with savings targeted by 2028.

As a Form 6-K, this report furnishes Brightstar Lottery’s interim information and states that OPtiMa 3.3, the third and final phase of its restructuring plan, began in the second quarter of 2026. The company recorded $8 million of costs and expects total costs of $15 million to $20 million, with the phase expected to be substantially completed within approximately one year.

OPtiMa 3.3 covers management-structure changes, function consolidation, ending certain consulting arrangements, and real-estate optimization. The company expects annualized cost savings of up to $20 million by 2028, with initial savings of about $3 million starting in 2027; cash payments are expected primarily through 2027.

Separately, repurchases under the plan entered on June 16, 2026 commenced on July 16, 2026; by July 31, 2026, the company had repurchased 0.9 million shares for $10 million.

A Rule 10b5-1 plan is a written trading plan adopted in advance that executes trades on a schedule or formula, and this filing identifies the plan’s adoption date rather than reasons for individual repurchases.

The company also declared a $42 million dividend payable on September 1, 2026 to shareholders of record on August 18, 2026; future dividends remain subject to Board approval.

Total revenue H1 2026 1,171 $ in millions For the six months ended June 30, 2026
Income from continuing operations H1 2026 119 $ in millions For the six months ended June 30, 2026
Net cash (used in) provided by operating activities from continuing operations (1,174) $ in millions Six months ended June 30, 2026
Italian Lotto final installment 1,675 $ in millions Paid April 24, 2026 as the final Italian Lotto license installment
Total principal debt 4,383 $ in millions Principal amounts of long-term debt at June 30, 2026
Total liquidity 1,742 $ in millions Revolving Credit Facilities availability plus cash at June 30, 2026
Dividends paid/declared H1 2026 85 $ in millions Dividends of $0.46 per share for six months ended June 30, 2026
Shares repurchased H1 2026 3,561,952 shares Total number of shares repurchased in the six months ended June 30, 2026
upfront license fees financial
"Upfront license fees, net: Italian Lotto 9 years beginning December 2025"
same-store sales financial
"Same-store sales represents wagers, at constant currency, in the same lottery jurisdictions"
Same-store sales measure the revenue generated by stores that have been open for a certain period, typically a year, comparing their sales over different time frames. It helps assess whether a business is growing due to increased customer activity at existing locations rather than new stores. For investors, this figure indicates the health and performance of a company's core operations, independent of expansion efforts.
Revolving Credit Facilities financial
"Entered into a senior secured multicurrency revolving credit facilities agreement"
A revolving credit facility is a bank-backed borrowing arrangement that lets a company draw, repay and redraw funds up to an agreed limit, much like a business credit card. It matters to investors because it provides flexible short-term cash for operations, growth or emergencies without issuing new shares; the size, cost and attached conditions affect a company’s financial health, liquidity and risk profile.
non-controlling interests financial
"Non-controlling interests increased to 1,173 as part of total shareholders’ equity"
An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.
uncertain tax positions financial
"Reduced its liability for unrecognized tax positions, including interest and penalties"
accelerated share repurchase agreement financial
"Executed an accelerated share repurchase agreement to repurchase $250 million of shares"
An accelerated share repurchase agreement is a deal where a company quickly buys back its own shares by paying a financial institution up front, while the institution delivers shares it borrows and settles the exact quantity later based on market prices. For investors this matters because it immediately reduces the number of shares outstanding and can boost per-share earnings, change cash and leverage levels, and signal management’s view on the stock’s value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Brightstar Lottery BRSL perform financially in H1 2026?
Brightstar Lottery reported $1,171 million in total revenue and $119 million income from continuing operations for H1 2026. Net income attributable to the company was $70 million, with diluted EPS from continuing operations of $0.37, versus a ($0.59) loss a year earlier.

What drove revenue and profit changes for Brightstar Lottery BRSL in Q2 2026?
Q2 2026 revenue fell to $584 million from $631 million, mainly from higher amortization of Italian Lotto upfront license fees and the U.K. contract transition. Profitability improved due to favorable foreign-exchange movements, lower restructuring and tax expense, and cost savings from the OPtiMa restructuring program.

How did the Italian Lotto license payment affect BRSL’s cash flow?
LottoItalia paid the final Italian Lotto license installment of $1,675 million in April 2026. This drove operating cash flow from continuing operations to an outflow of $1,174 million in H1 2026 and reduced cash and equivalents to $558 million, though total liquidity remained $1,742 million.

What is Brightstar Lottery BRSL’s debt and liquidity position at June 30, 2026?
Total principal debt was $4,383 million, with long-term borrowings including senior secured notes and term loans. Available liquidity totaled $1,742 million, comprising $558 million of cash and $1,185 million of undrawn Revolving Credit Facilities, and the company was in covenant compliance.

What shareholder returns did Brightstar Lottery BRSL provide in H1 2026?
The company paid or declared dividends of $0.46 per share, totaling $85 million, in H1 2026. It also repurchased about 3.6 million shares under its $500 million buyback program, leaving $186 million of repurchase capacity as of June 30, 2026.

What is the OPtiMa 3.3 restructuring program at Brightstar Lottery BRSL?
OPtiMa 3.3, launched in Q2 2026, targets management layer reductions, function consolidation, consulting cuts, and real estate optimization. The company recorded $8 million in termination-related costs and expects total OPtiMa 3.3 costs of $15–20 million and annualized savings up to $20 million by 2028.



 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of August 2026
 
Commission File Number 001-36906
 
BRIGHTSTAR LOTTERY PLC
(Translation of registrant’s name into English)
 
2 and 3 Eldon Street, Fifth Floor
London, EC2M 7LS
United Kingdom
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
Form 40-F
o
 
 
 



1
Table of Contents
TABLE OF CONTENTS
Page
Forward-Looking Statements
3
PART I
FINANCIAL INFORMATION
4
Item 1.
Condensed Consolidated Financial Statements (Unaudited)
4
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
31
Item 4.
Controls and Procedures
31
PART II
OTHER INFORMATION
32
Item 1.
Legal Proceedings
32
Item 1A.
Risk Factors
32
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
32
Signature
34

2
Table of Contents
FORWARD-LOOKING STATEMENTS

This Form 6-K contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Brightstar Lottery PLC and its consolidated subsidiaries (“Brightstar” or the “Company”) and other matters. These statements may discuss goals, intentions, and expectations as to future plans and strategies, expected growth, transactions, trends, events, products and services, customer relationships, dividends, results of operations, and/or financial condition or measures, including our expectations on future revenue, income, cash from and used in operations, capital expenditures guidance, and fiscal year 2026 EUR/USD assumption, or otherwise, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. Such forward‑looking statements also include assumptions underlying management’s outlook, liquidity expectations, capital deployment plans, restructuring initiatives, and anticipated contractual and regulatory developments. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “shall,” “continue,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “outlook,” “possible,” “potential,” “predict,” “project,” or the negative or other variations of them. These forward-looking statements speak only as of the date on which such statements are made and are subject to various risks and uncertainties, many of which are outside the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance, or achievements. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include (but are not limited to) macroeconomic, regulatory and political uncertainty, including as a result of new or increased tariffs, trade wars, and other restrictions on trade between or among countries in which it operates, and related changes in discretionary consumer spending and behavior, fluctuations in foreign currency exchange rates, changes in prevailing interest rates, changing inflation rates, impacts from increased U.S. national deficits, and the other factors and risks described in the Company’s annual report on Form 20-F for the financial year ended December 31, 2025 (including in “Item 3.D. Risk Factors”) and other documents filed or furnished from time to time with the SEC, which are available on the SEC’s website at www.sec.gov and on the investor relations section of the Company’s website at www.brightstarlottery.com. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. You should carefully consider these factors and other risks and uncertainties that may affect the Company’s business, including the discussion provided in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Nothing in this Form 6-K is intended, or is to be construed, as a profit forecast or to be interpreted to mean that the financial performance of Brightstar Lottery PLC for the current or any future financial years will necessarily match or exceed the historical published financial performance of Brightstar Lottery PLC, as applicable. All forward-looking statements contained in this Form 6-K are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to Brightstar Lottery PLC, or persons acting on its behalf, are expressly qualified in their entirety by this cautionary statement.
3
Table of Contents
PART I.     FINANCIAL INFORMATION


ITEM 1.     Condensed Consolidated Financial Statements (Unaudited)
 
BRIGHTSTAR LOTTERY PLC
 
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025
5
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025
6
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025
7
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025
8
Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025
9
Notes to Condensed Consolidated Financial Statements
11

4
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Balance Sheets
(Unaudited, $ and shares in millions, except per share amounts)
 
NotesJune 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents558 1,446 
Restricted cash and cash equivalents21 54 
Trade and other receivables, net4466 526 
Inventories, net5132 116 
Other current assets6186 193 
Total current assets1,363 2,336 
Systems, equipment and other assets related to contracts, net755 678 
Property, plant and equipment, net92 90 
Operating lease right-of-use assets92 92 
Goodwill2,692 2,707 
Intangible assets, net127 125 
Other non-current assets62,915 3,130 
Total non-current assets6,672 6,822 
Total assets8,035 9,158 
Liabilities and shareholders' equity
Current liabilities:
Accounts payable687 766 
Current portion of long-term debt8— 118 
Payable to ADM6— 1,680 
Other current liabilities550 508 
Total current liabilities1,237 3,072 
Long-term debt, less current portion84,354 4,060 
Deferred income taxes192 208 
Operating lease liabilities71 72 
Other non-current liabilities161 156 
Total non-current liabilities4,778 4,496 
Total liabilities6,015 7,568 
Commitments and contingencies
9, 11
Shareholders’ equity
Common stock, par value $0.10 per share; 210 shares issued and 184 shares outstanding at June 30, 2026; 210 shares issued and 187 shares outstanding at December 31, 202521 21 
Additional paid-in capital1,078 1,153 
Retained deficit(443)(513)
Treasury stock, at cost; 27 shares and 23 shares at June 30, 2026 and December 31, 2025, respectively(458)(413)
Accumulated other comprehensive income12648 628 
Total Brightstar Lottery PLC’s shareholders’ equity846 875 
Non-controlling interests1,173 715 
Total shareholders’ equity2,020 1,590 
Total liabilities and shareholders’ equity8,035 9,158 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Operations
(Unaudited, $ and shares in millions, except per share amounts)
For the three months ended
June 30,		For the six months ended
June 30,
Notes2026202520262025
Service revenue (includes amortization of upfront license fees)3550 588 1,108 1,146 
Product sales334 42 63 68 
Total revenue3584 631 1,171 1,214 
Cost of services (excluding Depreciation and amortization)285 279 576 543 
Cost of product sales (excluding Depreciation and amortization)25 34 48 54 
General and administrative49 58 94 120 
Research and development14 12 29 22 
Sales and marketing32 30 66 63 
Depreciation and amortization58 54 111 108 
Restructuring6 21 6 21 
Interest expense, net849 49 92 94 
Foreign exchange (gain) loss, net(4)99 (16)131 
Other expense, net6 5 10 11 
Income (loss) before provision for income taxes63 (10)155 46 
Provision for income taxes107 50 36 97 
Income (loss) from continuing operations56 (60)119 (52)
Less: Net income attributable to non-controlling interests from continuing operations23 36 49 67 
Net income (loss) from continuing operations attributable to Brightstar Lottery PLC33 (96)70 (119)
Income from discontinued operations, net of tax11— 40 — 92 
Less: Net income attributable to non-controlling interests from discontinued operations11— 2 — 4 
Net income from discontinued operations attributable to Brightstar Lottery PLC— 38 — 88 
Net income (loss)56 (20)119 40 
Net income attributable to non-controlling interests23 38 49 71 
Net income (loss) attributable to Brightstar Lottery PLC1333 (58)70 (31)
Per Common Share Data
Basic: Net income (loss) from continuing operations attributable to Brightstar Lottery PLC130.18 (0.47)0.38 (0.59)
Diluted: Net income (loss) from continuing operations attributable to Brightstar Lottery PLC130.18 (0.47)0.37 (0.59)
Basic: Net income (loss) attributable to Brightstar Lottery PLC130.18 (0.29)0.38 (0.15)
Diluted: Net income (loss) attributable to Brightstar Lottery PLC130.18 (0.29)0.37 (0.15)
Weighted-average Shares Outstanding
Basic13185 203 185 203 
Diluted13186 203 187 203 

 The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, $ in millions)

For the three months ended
June 30,		For the six months ended
June 30,
Notes2026202520262025
Net income (loss)56 (20)119 40 
Foreign currency translation adjustments, net of tax12(4)17 (14)29 
Unrealized gain (loss) on hedges, net of tax121 (5)3 (7)
Other comprehensive (loss) income, net of tax(3)13 (11)22 
Comprehensive income
53 (8)108 62 
Less: Comprehensive income attributable to non-controlling interests2 57 17 104 
Comprehensive income attributable to Brightstar Lottery PLC
51 (65)90 (42)
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Cash Flows
(Unaudited, $ in millions)
For the six months ended June 30,
20262025
Cash flows from operating activities
Net income119 40 
Less: Income from discontinued operations, net of tax— 92 
Adjustments to reconcile net income to net cash (used in) provided by operating activities from continuing operations:
Amortization of upfront license fees201 101 
Depreciation & amortization111 108 
Stock-based compensation14 12 
Deferred income taxes(11)(24)
Foreign exchange (gain) loss, net(16)131 
Other non-cash items, net5 16 
Changes in operating assets and liabilities, excluding the effects of dispositions:
Trade and other receivables48 78 
Inventories(16)(6)
Accounts payable(34)(38)
Accrued interest payable28 7 
Accrued income taxes31 89 
Italian Lotto License payment(1,675)— 
Other assets and liabilities21 50 
Net cash (used in) provided by operating activities from continuing operations(1,174)473 
Net cash provided by operating activities from discontinued operations— 101 
Net cash (used in) provided by operating activities(1,174)574 
Cash flows from investing activities
Capital expenditures(232)(174)
Other(2)(1)
Net cash (used in) investing activities from continuing operations(233)(175)
Net cash provided by (used in) investing activities from discontinued operations24 (85)
Net cash (used in) investing activities(209)(260)
Cash flows from financing activities
Principal payments on long-term debt(350)(208)
Net payments on financial liabilities(69)(81)
Proceeds from long-term debt— 1,112 
Net proceeds from (repayments of) Revolving Credit Facilities623 (105)
Net (repayment of) funds payable and amounts due to others(34)(40)
Repurchases of common stock(45)— 
Dividends paid - non-controlling interests(163)(163)
Dividends paid(85)(81)
Return of capital - non-controlling interests(31)(47)
Capital increase - non-controlling interests650 178 
Other(24)(23)
Net cash provided by financing activities from continuing operations472 541 
Net cash used in financing activities from discontinued operations— (143)
Net cash provided by financing activities472 398 
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents(911)712 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents(10)58 
Cash and cash equivalents and restricted cash and cash equivalents at the beginning of the period1,500 775 
Cash and cash equivalents and restricted cash and cash equivalents at the end of the period579 1,546 
Less: Cash and cash equivalents and restricted cash and cash equivalents of discontinued operations— 144 
Cash and cash equivalents and restricted cash and cash equivalents at the end of the period of continuing operations579 1,401 
Supplemental disclosures of cash flow information for continuing operations:
Interest paid68 89 
Income taxes paid16 32 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
8
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited, $ in millions)
Common
Stock		Additional
Paid-In
Capital		Retained
Earnings
(Deficit)		Treasury
Stock		Accumulated
Other
Comprehensive
Income		Total
Brightstar Lottery 
PLC
Equity		Non-
Controlling
Interests		Total
Equity
Balance at December 31, 202521 1,153 (513)(413)628 875 715 1,590 
Net income— — 37 — — 37 26 63 
Other comprehensive income (loss), net of tax— — — — 2 2 (11)(9)
Total comprehensive income— — 37 — 2 39 15 54 
Capital increase— — — — — — 633 633 
Stock-based compensation— 7 — — — 7 — 7 
Repurchases of common stock— — — (30)— (30)— (30)
Return of capital— — — — — — (22)(22)
Dividends declared— (42)— — — (42)(82)(124)
Balance at March 31, 202621 1,117 (477)(444)630 848 1,260 2,108 
Net income— — 33 — — 33 23 56 
Other comprehensive income (loss), net of tax— — — — 18 18 (21)(3)
Total comprehensive income— — 33 — 18 51 2 53 
Capital increase— — — — — — 1 1 
Stock-based compensation— 7 — — — 7 — 7 
Shares issued under stock award plans— (3)— — — (3)— (3)
Repurchases of common stock— — — (14)— (14)— (14)
Return of capital— — — — — — (9)(9)
Dividends declared— (43)— — — (43)(81)(123)
Balance at June 30, 202621 1,078 (443)(458)648 846 1,173 2,020 
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Table of Contents
Common
Stock		Additional
Paid-In
Capital		Retained
Earnings
(Deficit)		Treasury
Stock
Accumulated Other Comprehensive Income (Loss)
Total
Brightstar Lottery 
PLC
Equity		Non-
Controlling
Interests		Total
Equity
Balance at December 31, 202421 1,931 (660)(156)516 1,652 409 2,061 
Net income— — 27 — — 27 33 60 
Other comprehensive (loss) income, net of tax— — — — (4)(4)14 9 
Total comprehensive income (loss)— — 27 — (4)23 47 70 
Capital increase— — — — — — 2 2 
Stock-based compensation— 9 — — — 9 — 9 
Shares issued under stock award plans— (2)— — — (2)— (2)
Return of capital— — — — — — (19)(19)
Dividends declared— (40)— — — (40)(86)(126)
Balance at March 31, 202521 1,898 (633)(156)512 1,642 353 1,994 
Net (loss) income— — (58)— — (58)38 (20)
Other comprehensive (loss) income, net of tax— — — — (7)(7)20 13 
Total comprehensive (loss) income— — (58)— (7)(65)57 (8)
Capital increase— — — — — — 180 180 
Stock-based compensation— 5 — — — 5 — 5 
Shares issued under stock award plans— (10)— — — (10)— (10)
Return of capital— — — — — — (28)(28)
Dividends declared— (41)— — — (41)(82)(122)
Balance at June 30, 202521 1,852 (691)(156)505 1,531 481 2,012 




The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Brightstar Lottery PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
 
1.    Description of Business
 
Brightstar Lottery PLC (the “Parent”), together with its consolidated subsidiaries (collectively referred to as “Brightstar” the “Company,” “we,” “our,” or “us”), 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.

On July 1, 2025, the Company completed the sale of the Gaming & Digital business (“IGT Gaming”) to a holding company (the “Buyer”) owned by funds managed by affiliates of Apollo Global Management, Inc. (the “Apollo Funds”), pursuant to the definitive agreements (the “Transaction Agreements”) entered into on July 26, 2024. As further described in Note 11 - Discontinued Operations, IGT Gaming met the criteria to be reported as a discontinued operation during the third quarter of 2024. As a result, IGT Gaming is presented in the Condensed Consolidated Financial Statements as a discontinued operation.

2.    Summary of Significant Accounting Policies

Basis of Preparation

The accompanying Condensed Consolidated Financial Statements and notes of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these interim financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements, but reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the interim period results. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on February 24, 2026 (the “2025 Form 20-F”).

Our Condensed Consolidated Financial Statements are stated in millions of United States (“U.S.”) dollars, except per share data or unless otherwise indicated, and are computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. Percentages and earnings per share amounts presented are calculated from the underlying unrounded amounts.

Changes in Presentation

In the presentation of our Condensed Consolidated Financial Statements, certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications were made to improve comparability from period to period, align with evolving presentation practices, and enhance the clarity and usefulness of our financial statement disclosures. The reclassifications did not affect previously reported results of operations, financial position, or cash flows.

During the fourth quarter of 2025, the Company elected to change the presentation of certain cash flows on its Consolidated Statement of Cash Flows by reclassifying changes in liabilities related to cash held for the benefit of others from operating activities to financing activities, reflected within the caption Funds payable and amounts due to others. The Company concluded these cash flows are more appropriately classified as financing activities because they represent changes in amounts owed to others rather than operating working capital. Prior‑period comparative amounts have been recast to conform to the current‑period presentation. This reclassification did not affect previously reported total cash balances or the Condensed Consolidated Statements of Operations and Comprehensive Income, Balance Sheets, or Statements of Shareholders’ Equity.
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Use of Estimates
 
The preparation of our Condensed Consolidated Financial Statements requires us to make estimates, judgments, and assumptions which affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosure of contingent liabilities. We evaluate our estimates, judgments, and methodologies on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenues and expenses. Accordingly, actual results and outcomes could differ from those estimates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies described in Note 2 - Summary of Significant Accounting Policies, in our 2025 Form 20-F.

Accounting Pronouncements

The Company closely monitors all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) and other authoritative guidance. During the six months ended June 30, 2026, there were no ASUs issued that are expected to have a significant effect on the Condensed Consolidated Financial Statements. Additionally, there were no ASUs adopted during the six months ended June 30, 2026 with a significant effect on the Condensed Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from revenue transactions. The amendments are effective for annual periods beginning after December 15, 2025. The ASU also introduces related disclosure requirements for entities that elect the practical expedient or accounting policy election. We adopted ASU 2025-05 on January 1, 2026 and did not elect the practical expedient. This ASU does not have a material impact on our consolidated financial statements.

Segment Information

The Company operates and manages its continuing operations business as a single segment for the purposes of assessing performance and making operating decisions. We are a pure-play lottery business that derives revenues from providing sales, operations, product development, technology, and support to worldwide traditional lottery and iLottery customers.

The chief operating decision maker (“CODM”) reviews net income, as reported in the condensed consolidated financial results from continuing operations, when making decisions about allocating resources and evaluating financial performance. The CODM uses net income to evaluate the overall capital allocation strategy in deciding whether to reinvest profits into capital expenditures, or into other parts of the business such as paying down debt, paying dividends, or for acquisitions.

The Company’s segment information for interim periods is prepared on the same basis as annual segment information.

















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3.    Revenue Recognition

Disaggregation of Revenue

The following table summarizes revenue disaggregated by the source of revenue:
For the three months ended June 30,For the six months ended June 30,
($ in millions)2026202520262025
Operating and facilities management contracts634 629 1,279 1,222 
Upfront license fee amortization(100)(53)(201)(101)
Operating and facilities management contracts (includes amortization of upfront license fees)534 576 1,078 1,121 
Systems, software, and other16 12 30 25 
Service revenue (includes amortization of upfront license fees)550 588 1,108 1,146 
Product sales34 42 63 68 
Total revenue584 631 1,171 1,214 

Contract Balances

Contract assets reflect revenue recognized in advance of invoicing our customer. The amount of contract assets, which is included within Other current assets and Other non-current assets in the Condensed Consolidated Balance Sheets, was $65 million and $57 million at June 30, 2026 and December 31, 2025, respectively.

Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The amount of contract liabilities, which is included within Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets, was $55 million and $62 million at June 30, 2026 and December 31, 2025, respectively.

The amount of revenue recognized during the six months ended June 30, 2026 that was included in the contract liabilities balance at the beginning of the period was $18 million.

Transaction Price Allocated to Remaining Performance Obligations

At June 30, 2026, the transaction price allocated to unsatisfied performance obligations for contracts expected to be greater than one year, or performance obligations for which we do not have a right to consideration from the customer in the amount that corresponds to the value to the customer for our performance completed to date, variable consideration which is not accounted for in accordance with the sales-based or usage-based royalties guidance, or contracts which are not wholly unperformed, is approximately $821 million. Of this amount, we expect to recognize as revenue approximately 27% within the next 12 months, approximately 32% between 13 and 36 months, approximately 24% between 37 and 60 months, and the remaining balance through July 9, 2036.

4.    Trade and Other Receivables

Trade and Other Receivables, net

Trade and other receivables are recorded at amortized cost, net of allowance for credit losses, and represent a contractual right to receive money on demand or on fixed or determinable dates that are typically short-term with payment due within 90 days or less.
($ in millions)June 30, 2026December 31, 2025
Trade and other receivables, gross467 527 
Allowance for credit losses (1)(1)
Trade and other receivables, net466 526 
(1) As of and for the six months ended June 30, 2026 and the year ended December 31, 2025, balances and activity related to the allowance for credit losses were immaterial.

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We enter into various factoring agreements with third-party financial institutions to sell certain of our trade receivables. We factored trade receivables of $264 million and $440 million during the six months ended June 30, 2026 and year ended December 31, 2025, respectively, under these factoring arrangements. The cash received from these arrangements is reflected as net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. In certain of these factoring arrangements, for ease of administration, we will collect customer payments related to the factored gross receivables, including our trade receivables, which we then remit to the financial institutions. At June 30, 2026 and December 31, 2025, we had $78 million and $149 million, respectively, that was collected on behalf of the financial institutions and recorded as other current liabilities in the Condensed Consolidated Balance Sheets. The net cash flows relating to these collections are reported as financing activities in the Condensed Consolidated Statements of Cash Flows.

5.    Inventories, net

($ in millions)June 30, 2026December 31, 2025
Raw materials31 28 
Work in progress3 2 
Finished goods100 90 
Inventories, gross134 120 
Excess and obsolescence reserve(2)(4)
Inventories, net132 116 

6.    Other Assets

Other Current Assets
($ in millions)NotesJune 30, 2026December 31, 2025
Income taxes receivable50 43 
Prepaid expenses48 47 
Receivable from Buyer1121 47 
Contract assets317 12 
Other50 45 
Other current assets186 193 

Other Non-Current Assets
($ in millions)License Term
Amortization Start Date (1)
NotesJune 30, 2026December 31, 2025
Upfront license fees, net:
Italian Lotto9 yearsDecember 20252,376 2,596 
Scratch & Win license fee, net9 yearsOctober 2019228 287 
New Jersey license fee, net15 years, 9 monthsOctober 201326 31 
Indiana license fee, net16 years, 1 monthJune 20155 5 
Rhode Island license fee, net20 years, 6 monthsJanuary 20233 3 
2,638 2,922 
Finance lease right-of-use assets86 20 
Investments valued at equity70 65 
Contract assets348 45 
Deferred income taxes37 40 
Other36 37 
Other non-current assets2,915 3,130 
(1) Upfront license fees are amortized on a straight-line basis.
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Italian Lotto License

On July 16, 2025, the Company was notified by the Agenzia delle Dogane e dei Monopoli (“ADM”) that LottoItalia, a consortium comprised of Allwyn, Arianna 2001, Novomatic Italia, and led by Brightstar, had been awarded the Italian Lotto license, effective as of December 1, 2025. The Italian Lotto license has a term of nine years beginning December 1, 2025. The first two installments of €500 million ($579 million) and €300 million ($347 million) were paid in July 2025 and November 2025, respectively. On April 24, 2026, LottoItalia paid the final installment of €1,430 million ($1,675 million).

7.     Restructuring

OPtiMa 3

During the third quarter of 2024, we initiated a multi-phase restructuring plan (“OPtiMa 3”) to realign and optimize our cost structure due to the ending of the TSA period after the two Italian dispositions (Italian gaming B2C businesses & Italian commercial services business) and the sale of IGT Gaming. The multi-phase plan is focused on realigning and optimizing our global workforce, reducing and optimizing our real estate footprint given our hybrid workforce and headcount reductions, and reducing other indirect costs previously incurred due to a larger business portfolio.

OPtiMa 3.1 and OPtiMa 3.2 commenced in the third quarter of 2024 and the second quarter of 2025, respectively. Cash payments associated with these programs are expected to be made through 2032.

During the second quarter of 2026, we initiated the third and final phase of OPtiMa 3 (“OPtiMa 3.3”) focused on changes to our management structure, including a reduction in executive and other senior leadership layers, the consolidation of similar functions, the ceasing of certain consulting arrangements, and the optimization of our global real estate footprint (primarily in the U.K. & Rhode Island). The plan is expected to be substantially completed within approximately one year. During the quarter ended June 30, 2026, in connection with the actions committed as of that date, we recorded $8 million of one-time termination benefits and related employee costs under the plan. We expect to incur additional severance and related employee costs as further actions under the plan are identified, committed, and communicated to affected employees, such that total costs under OPtiMa 3.3 are expected to range from approximately $15 million to $20 million. Costs under OPtiMa 3.3 will consist primarily of one-time termination benefits, contractual termination benefits provided under pre-existing employment agreements, and other post-employment benefits, each relating to severance and related employee costs.

OPtiMa 3.3 is expected to generate annualized cost savings of up to approximately $20 million by 2028 with initial savings from the reduction in our global footprint starting in 2027 of about $3 million. Cash payments associated with OPtiMa 3.3 are expected to be made primarily through 2027. All OPtiMa 3.3 liabilities relate to severance and related employee costs.

The following table summarizes consolidated restructuring expense for all restructuring programs by type of cost:
For the three months ended June 30,For the six months ended June 30,
($ in millions)2026202520262025
Severance and Related Employee Costs6 21 6 21 
Total6 21 6 21 

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Rollforward of Restructuring Liability

The following table presents the activity in the restructuring liability under the above and other ongoing plans for the six months ended June 30, 2026:
OPtiMa 3 Plan
($ in millions)OPtiMa 3.1OPtiMa 3.2OPtiMa 3.32021 Italian Workforce RedundanciesTotal
Balance at beginning of period11 26 — 13 49 
Restructuring expense, net— — 8 — 8 
Cash payments(4)(1)— (2)(7)
Other adjustments, net(1)
— (3)— — (4)
Balance at end of period6 22 8 10 46 
Cumulative expense37 27 8 32 104 
(1) Includes an OPtiMa 3.2 reduction of $2 million due to lower than estimated expenses and foreign currency translation adjustments.

All liabilities are related to severance and related employee costs.

8.    Debt

The Company’s debt obligations consist of the following:
June 30, 2026December 31, 2025
($ in millions)PrincipalDebt 
issuance
cost, net		TotalPrincipalDebt 
issuance
cost, net		Total
2.375% Senior Secured Euro Notes due April 2028570 (1)568 588 (2)586 
5.250% Senior Secured U.S. Dollar Notes due January 2029750 (3)747 750 (3)747 
4.250% Senior Secured Euro Notes due March 2030570 (5)564 588 (6)581 
5.750% Senior Secured U.S. Dollar Notes due January 2033750 (7)743 750 (8)742 
Senior Secured Notes2,639 (16)2,623 2,675 (18)2,657 
Euro Term Loan Facilities due January 2027— — — 235 (1)234 
Euro Term Loan Facilities due September 20301,139 (5)1,135 1,175 (6)1,169 
Revolving Credit Facility A due March 2031— — — — — — 
Revolving Credit Facility B due March 2031604 (8)597 — — — 
Long-term debt, less current portion4,383 (29)4,354 4,085 (25)4,060 
Euro Term Loan Facilities due January 2027— — — 118 — 118 
Current portion of long-term debt— — — 118 — 118 
Total debt4,383 (29)4,354 4,203 (25)4,178 

At June 30, 2026, $6 million of debt issuance costs, net for the Revolving Credit Facilities with no outstanding borrowings was recorded as Other non-current assets in the Condensed Consolidated Balance Sheets. At December 31, 2025, there were $8 million of debt issuance costs, net recorded as Other non-current assets in the Condensed Consolidated Balance Sheets.

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The principal amount of long-term debt maturing over the next five years and thereafter, as of June 30, 2026, is as follows ($ in millions):
Year
U.S. Dollar DenominatedEuro DenominatedTotal
Remainder of 2026— — — 
2027— 228 228 
2028— 798 798 
2029750 228 978 
2030— 1,025 1,025 
2031 and thereafter750 604 1,354 
Total principal amounts1,500 2,883 4,383 

At June 30, 2026 and December 31, 2025, we were in compliance with all covenants under our outstanding debt agreements.

Revolving Credit Facilities and Term Loan Facilities

In March 2026, Brightstar Lottery PLC, together with certain of its subsidiaries, entered into a senior secured multicurrency revolving credit facilities agreement expiring March 2031 (the “RCF Agreement”) providing for a $650 million credit facility and €1.0 billion credit facility (the “Revolving Credit Facilities”). The Revolving Credit Facilities, effective April 2026, may be used for general corporate purposes. Borrowings under the U.S. Dollar facility bear interest at a rate based on Term SOFR, and borrowings under the Euro facility bear interest at a rate based on EURIBOR, in each case plus an applicable margin. The applicable margin is subject to adjustment based on the Company’s public credit ratings. Certain of Brightstar Lottery PLC’s subsidiaries are also required to pay commitment fees on undrawn amounts and other fees customary for facilities of this type.

The RCF Agreement contains a maximum net leverage ratio covenant and a minimum interest coverage ratio covenant and customary non-financial affirmative and negative covenants. The obligations under the RCF Agreement are senior secured and rank pari passu with the Company’s other senior secured indebtedness. The obligations are guaranteed by Brightstar Lottery PLC and certain of its subsidiaries, subject to agreed guarantor coverage thresholds based on consolidated assets and adjusted EBITDA (as defined in the RCF Agreement), and are secured by the shares of Brightstar Lottery S.p.A., certain intercompany loans with principal balances in excess of $10 million, and certain accounts receivable, subject to agreed exclusions.

In connection with the entry into the RCF Agreement, the Company cancelled both Revolving Credit Facility A due July 2027 and Revolving Credit Facility B due July 2027. Additionally, the Company amended certain provisions of the Euro Term Loan Facilities due September 2030 to align such provisions under the RCF Agreement.

In April 2026, the Company used the proceeds from borrowings under the RCF Agreement to prepay and cancel the remaining €200 million outstanding principal amount, together with accrued interest and related fees, under the Euro Term Loan Facilities due January 2027.

Fair Value of Debt

Debt is categorized within Level 2 of the fair value hierarchy. Senior Secured Notes are valued using quoted market prices or dealer quotes for the identical financial instrument when traded as an asset in markets that are not active. All other debt is valued using current interest rates, excluding the effect of debt issuance costs. The table below excludes short-term borrowings.

($ in millions)June 30, 2026December 31, 2025
Carrying value4,354 4,178 
Fair value4,349 4,181 

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Interest Expense, net
For the three months ended June 30,For the six months ended June 30,
($ in millions)2026202520262025
Senior Secured Notes31 32 62 64 
Term Loan Facilities11 11 24 15 
Revolving Credit Facilities7 9 10 21 
Other2 — 3 1 
Interest expense52 52 100 101 
Interest income(2)(4)(8)(7)
Interest expense, net49 49 92 94 

9.     Commitments and Contingencies

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. Legal proceedings that were previously disclosed may no longer be reported because, as a result of the rulings in the case, settlements, changes in our business, or other developments, in our judgment, they are no longer material to the Company’s business, financial position, or results of operations.

At June 30, 2026, provisions for all legal proceedings were $3 million. With respect to legal proceedings where we have determined that an incremental loss is reasonably possible but we are unable to determine an estimate of that reasonably possible loss in excess of amounts already accrued, no additional amounts have been accrued, given the uncertainties of litigation and the inherent difficulty of predicting the outcome of legal proceedings.

10.    Income Taxes
For the three months ended June 30,For the six months ended June 30,
($ in millions, except percentages)2026202520262025
Income (loss) before provision for income taxes63 (10)155 46 
Provision for income taxes7 50 36 97 
Effective income tax rate (1)
11.5 %(482.6)%23.2 %212.9 %
(1) Determined using an estimated annual effective income tax rate.
The effective income tax rate for the three and six months ended June 30, 2026 of 11.5% and 23.2%, respectively differed from the U.K. statutory rate of 25.0% primarily due to operating losses in the Parent in which we do not receive a tax benefit and foreign rate differential offset by a settlement of an uncertain tax position.

The effective income tax rate for the three and six months ended June 30, 2025 of (482.6)% and 212.9%, respectively differed from the U.K. statutory rate of 25.0% primarily due to operating losses in jurisdictions in which we do not receive a tax benefit, foreign rate differential, and the impact of the international provisions of the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act").

At June 30, 2026, and December 31, 2025, we had reserves for uncertain tax positions of $18 million and $25 million, respectively.

At June 30, 2026, and December 31, 2025, interest and penalties were accrued for uncertain tax positions of $6 million and $32 million, respectively.
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U.S. Tax Update

On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted in the U.S. The legislation introduces a range of significant tax measures, such as the permanent extension of certain expiring provisions of the Tax Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business-related tax items. The OBBBA includes multiple effective dates, with certain provisions applicable beginning in 2025 and others phased in through 2027. While we expect certain provisions of the OBBBA to change the timing of cash tax payments in the current year and future years, we do not expect the legislation to have a material impact on our consolidated financial statements.

Uncertain Tax Position Update

During the second quarter of 2026, the Company reached a settlement with the Mexican Tax Authority related to a previously reserved uncertain tax position. As a result of the settlement, the Company reduced its liability for unrecognized tax positions, including interest and penalties, by approximately $17 million. The impact of the settlement was recognized as a discrete tax benefit in the current period. Payment of the settlement amount was made on July 10, 2026.

11. Discontinued Operations and Assets Held for Sale

On July 1, 2025, the Company completed the sale of IGT Gaming pursuant to the Transaction Agreements with Apollo Funds, whereby IGT Gaming and Everi were simultaneously acquired in the Transaction. Total consideration, net of $134 million of cash and restricted cash transferred, was $4.1 billion and resulted in a pre-tax gain on sale of $112 million ($77 million net of $35 million of income taxes related to the internal separations). The consideration is inclusive of a $21 million receivable from the Buyer, as of June 30, 2026, which will be collected through 2027.
Shown below is the summarized statement of operations and selected cash flows for the IGT Gaming discontinued operations:
For the three months ended June 30,For the six months ended June 30,
($ in millions)20252025
Total revenue402 796 
Total cost of revenue155 290 
General and administrative87 172 
Interest expense, net (1)
19 38 
Other expense, net73 149 
Income from discontinued operations before provision for income taxes68 146 
Provision for income taxes29 55 
Income from discontinued operations, net of tax40 92 
Less: Net income attributable to non-controlling interests from discontinued operations2 4 
Income from discontinued operations attributable to Brightstar Lottery PLC38 88 
(1) Includes interest expense allocated to discontinued operations for contractual and planned repayments related to $2 billion of debt that is required to be repaid as a result of the Transaction, within six months of the closing date, in accordance with our Revolving Credit Facilities and Term Loan Facilities agreements.

Continuing Involvement

The Company has continuing involvement with IGT Gaming through the licensing or sublicensing of certain software, brands, and intellectual property to one another, which are subject to expiration based on the underlying contractual or statutory terms.

With respect to the Company’s 60.0% ownership in Rhode Island VLT Company LLC (“RI VLT”), we retained our ownership interest, but entered into a management contract with IGT Gaming transferring the economic benefits to IGT Gaming.

The Parent guarantees a lease between IGT Gaming (lessee) and a third-party lessor, which expires on September 30, 2032. As of June 30, 2026, the maximum exposure under the guarantee for base rent under the lease is $94 million. Our exposure is partially offset by the stated amount of a letter of credit issued by a bank on behalf of IGT Gaming for the benefit of the Parent. On an annual basis IGT Gaming is obligated to cause the term of the letter of credit to be extended and the stated amount to be increased by three percent. As of June 30, 2026, the Parent’s liability is $10 million, which is included within Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets.
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For the six months ended June 30,
Selected Cash Flows from Discontinued Operations ($ millions)2025
Depreciation and amortization— 
Cash paid during the period for:
Interest
49 
Income taxes
50 
Capital expenditures93 
Payments on license obligations137 

12.    Shareholders' Equity

Dividends

In the second quarter of 2026, the Board of Directors of the Parent (the “Board”) declared a quarterly cash dividend of $0.23 per share, paid on June 11, 2026.

On July 30, 2026, the Board declared a quarterly cash dividend of $0.23 per share. The dividend, of approximately $42 million in the aggregate, is payable on September 1, 2026, to shareholders of record on August 18, 2026. Future dividends are subject to Board approval.

Share Repurchase Program

On and effective as of July 1, 2025, the Board authorized a $500 million share repurchase program (the “Program”), which superseded and replaced prior authorizations. The Program authorizes the Parent to repurchase, from time to time during a period of two years from its approval, up to an aggregate of $500 million of the Parent’s outstanding ordinary shares through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 or through privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.

As part of the Program, in 2025, the Parent executed an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase an aggregate of $250 million of the Parent’s ordinary shares. Under the ASR Agreement, the Parent paid $250 million at inception and upon completion of the ASR Agreement received an aggregate of approximately 15.2 million ordinary shares.

On November 7, 2025, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $50 million of the Parent’s outstanding ordinary shares under the Program. The SEC Rule 10b5-1 trading plan was completed on February 2, 2026, in which the Parent repurchased an aggregate of approximately 3.3 million ordinary shares.

From May 22, 2026 to June 22, 2026, the Parent repurchased approximately 1.2 million ordinary shares for an aggregate purchase price of $14 million in accordance with SEC Rule 10b-18.

On June 16, 2026, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $10 million of the Parent’s outstanding ordinary shares under the Program. Pursuant to the SEC Rule 10b5-1 trading plan, repurchases commenced on July 16, 2026. As of July 31, 2026, the Parent repurchased 0.9 million ordinary shares for an aggregate purchase price of $10 million.

As of June 30, 2026, the Company has purchased approximately 19.8 million shares in the aggregate under the Program, and had $186 million remaining available under the Program. Under previous programs, the Company purchased approximately 6.9 million shares. All repurchased shares are held as Treasury Stock.

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Accumulated Other Comprehensive Income (“AOCI”)

The following tables detail the changes in AOCI:

For the three months ended June 30, 2026
Unrealized Gain (Loss) on:AOCI
($ in millions)Foreign
Currency
Translation		HedgesOtherTotalAttributable 
to non-controlling
interests		Attributable to
Brightstar 
Lottery PLC
Balance at March 31, 2026589 1 3 593 37 630 
Change during period(4)1 — (2)21 19 
OCI(4)1 — (3)21 18 
Balance at June 30, 2026586 1 3 590 58 648 

For the three months ended June 30, 2025
Unrealized Gain (Loss) on:AOCI
($ in millions)Foreign
Currency
Translation		HedgesOtherTotalAttributable 
to non-controlling
interests		Attributable to
Brightstar 
Lottery PLC
Balance at March 31, 2025464 (5)3 463 49 512 
Change during period17 (6)— 11 (20)(8)
Tax effect— 1 — 1 — 1 
OCI17 (5)— 13 (20)(7)
Balance at June 30, 2025482 (10)3 475 29 505 

For the six months ended June 30, 2026
Unrealized Gain (Loss) on:AOCI
($ in millions)Foreign
Currency
Translation		HedgesOtherTotalAttributable 
to non-controlling
interests		Attributable to
Brightstar 
Lottery PLC
Balance at December 31, 2025600 (1)3 602 26 628 
Change during period(14)4 — (10)32 22 
Reclassified to operations(1)— — (1)— (1)
Tax effect— (1)— (1)— (1)
OCI(14)3 — (11)32 20 
Balance at June 30, 2026586 1 3 590 58 648 

For the six months ended June 30, 2025
Unrealized Gain (Loss) on:AOCI
($ in millions)Foreign
Currency
Translation		HedgesOtherTotalAttributable 
to non-controlling
interests		Attributable to
Brightstar 
Lottery PLC
Balance at December 31, 2024452 (2)3 453 63 516 
Change during period29 (9)— 20 (33)(13)
Tax effect— 2 — 2 — 2 
OCI29 (7)— 22 (33)(11)
Balance at June 30, 2025482 (10)3 475 29 505 

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13.    Earnings Per Share
 
The following table presents the computation of basic and diluted income per share of common stock: 
For the three months ended June 30,For the six months ended
June 30,
($ and shares in millions, except per share amounts)2026202520262025
Numerator:
Net income (loss) from continuing operations attributable to Brightstar Lottery PLC33 (96)70 (119)
Net income from discontinued operations attributable to Brightstar Lottery PLC— 38 — 88 
Net income (loss) attributable to Brightstar Lottery PLC33 (58)70 (31)
Denominator:
Weighted-average shares - basic185 203 185 203 
Incremental shares under stock-based compensation plans1 — 1 — 
Weighted-average shares - diluted186 203 187 203 
Per Common Share Data
Net income (loss) from continuing operations attributable to Brightstar Lottery PLC
Basic
0.18 (0.47)0.38 (0.59)
Diluted
0.18 (0.47)0.37 (0.59)
Net income from discontinued operations attributable to Brightstar Lottery PLC
Basic
— 0.19 — 0.43 
Diluted
— 0.19 — 0.43 
Net income (loss) attributable to Brightstar Lottery PLC
Basic0.18 (0.29)0.38 (0.15)
Diluted
0.18 (0.29)0.37 (0.15)

During periods when we are in a net loss position, certain outstanding stock options and unvested restricted stock awards are excluded from the computation of diluted earnings per share because including them would have had an antidilutive effect.

There were nominal stock options and unvested restricted stock awards excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2026, as their inclusion would have had an antidilutive effect. There were 2 million stock options and unvested restricted stock awards excluded for the three and six months ended June 30, 2025.

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Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations is intended to provide information that will assist the reader in understanding the Company’s Condensed Consolidated Financial Statements, the changes in certain key items in those financial statements between select periods and the primary factors that accounted for those changes. In addition, we discuss how certain accounting principles, policies and critical estimates affect our Condensed Consolidated Financial Statements.

The following discussion includes certain forward-looking statements. Actual results may differ materially from those discussed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report, including on page 3 under the heading “Forward-Looking Statements”, and in “Item 3.D. Risk Factors” and the “Forward-Looking Statements” safe harbor under the Private Securities Litigation Reform Act of 1995 (the “Forward-Looking Statements Safe Harbor”) included in the Company's 2025 Form 20-F. As used in this Item 2, the terms “we,” “our,” “us,” and the “Company” refer to Brightstar Lottery PLC together with its consolidated subsidiaries, and “Parent” refers to Brightstar Lottery PLC.

Amounts reported in millions are computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. Percentages presented are calculated from the underlying unrounded amounts.

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. The Company 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.

On July 1, 2025, the Company completed the sale of the Gaming & Digital business (“IGT Gaming”) to a holding company (the “Buyer”) owned by funds managed by affiliates of Apollo Global Management, Inc. (the “Apollo Funds”). The financial results of IGT Gaming have been reflected as discontinued operations in our Condensed Consolidated Statements of Operations for the relevant periods.

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. The tightening of monetary policy by central banks, increased deficit projections in the U.S., changes in inflation rates, and the ongoing conflicts between Russia and Ukraine and various Middle Eastern conflicts, increased energy costs, and other macroeconomic factors have caused disruptions and uncertainty in the global economy, including rising interest rates, increased inflationary pressures, foreign exchange rate fluctuations, potential cybersecurity risks, and exacerbated supply chain challenges. However, these events did not have a material impact on our supply chain or our results of operations during the six months ended June 30, 2026. The extent to which our business, or the business of our suppliers or manufacturers, will be impacted in the future is unknown. We will continue to monitor the effects of these events, as well as the evolving trade disputes involving the U.S. and other countries, which could raise the prices of certain consumer goods, on our business and our results of operations.

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Critical Accounting Estimates
The Company’s Condensed 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. There have been no material changes to the critical accounting estimates previously disclosed in the Company’s 2025 Form 20-F.
 
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 Condensed Consolidated Financial Statements are fully described in “Item 1. Notes to the Condensed Consolidated Financial Statements (Unaudited)—Note 2. Summary of Significant Accounting Policies” included herein.

Results of Operations

Comparison of 2026 and 2025

For the three months ended June 30,For the six months ended June 30,
20262025Change20262025Change
($ in millions, except per share amounts)$$$%$$$%
Total revenue584 631 (47)-7 1,171 1,214 (43)-4 
Income (loss) from continuing operations56 (60)116 +194 119 (52)171 > +200
Diluted: Net income (loss) from continuing operations attributable to Brightstar Lottery PLC per common share0.18 (0.47)0.65 +138 0.37 (0.59)0.96 +163 

Total revenue for the three months ended June 30, 2026 decreased $47 million primarily driven by an increase in the quarterly amortization of upfront license fees for the Italian Lotto license and the transition of the U.K. contract to a new provider, partially offset by higher revenue from operating and facilities management contracts as a result of higher U.S. multi-state jackpot (“U.S. MSJP”) activity and instant ticket and draw-game same-store sales growth in Italy.

Total revenue for the six months ended June 30, 2026 decreased $43 million primarily driven by an increase in the amortization of upfront license fees for the Italian Lotto license and the transition of the U.K. contract to a new provider partially offset by an increase in revenue from operating and facilities management contracts as a result of higher U.S. MSJP activity, instant ticket and draw-game same-store sales growth in Italy, reduction in liquidated damages due to higher than normal activity in prior period, increased revenue attributable to the lottery management agreements (“LMAs”), and favorable foreign currency impacts.

Income from continuing operations for the three months ended June 30, 2026 increased $116 million primarily driven by a $102 million favorable change in foreign exchange, $42 million reduction in the provision for income taxes, $15 million reduction in restructuring charges, and improvements in the Company’s cost structure as a result of the OPtiMa program. These items were partially offset by a $47 million increase in the amortization of upfront license fees related to the December 2025 commencement of the new Italian Lotto license.

Income from continuing operations for the six months ended June 30, 2026 increased $171 million primarily driven by a $147 million favorable change in foreign exchange, $61 million reduction in the provision for income taxes, and $57 million increase in Operating and facilities management revenue. Improvements in the Company's cost structure as a result of the OPtiMa program also contributed, including a $25 million decline in general and administrative expense and $15 million reduction in restructuring charges. This activity was partially offset by a $100 million increase in the amortization of upfront license fees for the new Italian Lotto license and $33 million in higher cost of services.

Diluted net income per common share for the three months ended June 30, 2026, was $0.18 compared to a diluted net (loss) per common share of ($0.47) for the three months ended June 30, 2025. Brightstar’s portion, net of tax, of service revenue amortization included in diluted net income (loss) per common share increased to $0.23 per common share from $0.11 per common share.

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Diluted net income per common share for the six months ended June 30, 2026, was $0.37 compared to a diluted net (loss) per common share of ($0.59) for the six months ended June 30, 2025. Brightstar’s portion, net of tax, of service revenue amortization included in diluted net income (loss) per common share increased to $0.47 per common share from $0.22 per common share.

Revenues and Key Performance Indicators
For the three months ended June 30,For the six months ended June 30,
(% on a constant-currency basis)(1)
2026202520262025
Global same-store sales growth(2)
Instant ticket & draw games+1.1 %+2.6 %+1.1 %+1.2 %
U.S. MSJP
+11.1 %-34.5 %+4.7 %-41.2 %
Total+1.5 %+0.3 %+1.3 %-1.8 %
U.S. same-store sales growth
Instant ticket & draw games+0.4 %+0.6 %+0.2 %-0.3 %
U.S. MSJP
+11.1 %-34.5 %+4.7 %-41.2 %
Total+1.1 %-2.7 %+0.5 %-4.8 %
Rest of world same-store sales growth
Instant ticket & draw games
+5.2 %+8.4 %+5.5 %+6.8 %
Italy same-store sales growth
Instant ticket & draw games+1.5 %+3.7 %+2.3 %+1.4 %
(1) Constant currency amounts are calculated by applying the prior-year/period exchange rates to current financial data expressed in local currency.
(2) Same-store sales represents wagers, at constant currency, recorded in lottery jurisdictions where we are the operator or facilities management supplier, using the same lottery jurisdictions and perimeter for comparison between periods.

For the three months ended June 30,For the six months ended June 30,
20262025Change20262025Change
($ in millions)$$$%$$$%
Operating and facilities management contracts
634 629 6 +1 1,279 1,222 57 +5 
Upfront license fee amortization(100)(53)(47)+90 (201)(101)(100)+99 
Operating and facilities management contracts (includes amortization of upfront license fees)
534 576 (42)-7 1,078 1,121 (43)-4 
Systems, software, and other16 12 4 +30 30 25 6 +23 
Service revenue (includes amortization of upfront license fees)550 588 (38)-6 1,108 1,146 (37)-3 
Product sales34 42 (9)-20 63 68 (5)-8 
Total revenue584 631 (47)-7 1,171 1,214 (43)-4 
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chart-eff58fb544e24edf8c6a.jpg
Service revenue during the quarter from instant ticket & draw games, including U.S. MSJP, remained stable, primarily due to a $15 million reduction from the transition of the U.K. contract to a new provider in August 2025 partially offset by a 1.5% increase in global same-store sales. The increase in global same-store sales was driven by 11.1% growth in U.S. MSJP, 1.5% growth in Italy, and 5.2% growth in Rest of world.

Service revenue from other services increased by $5 million primarily due to a $9 million increase in other revenue and services partially offset by LMAs incentive shortfall that had a $4 million larger impact in Q2 2026 than in the prior-year quarter. The partial recognition of the shortfall in the second quarter of both years was triggered by a lack of significant activity for the U.S. MSJP games (Mega Millions® and Powerball®) over the course of the LMAs’ latest fiscal year (July 2025-June 2026).

Amortization of upfront license fees increased in the second quarter of 2026 related to the higher amortization for the new Italian Lotto license which commenced amortization in December 2025.

Product sales, including the impact of foreign currency, decreased $9 million from the same quarter last year mainly due to a $6 million decrease in terminal sales.
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chart-9049398e18794044b23a.jpg
Service revenue for the six months ended June 30, 2026 from instant ticket & draw games, including U.S. MSJP, increased $2 million primarily due to growth in U.S. MSJP. Instant ticket and draw games same-store sales in Italy and across Rest of world grew 2.3% and 5.5%, respectively, and were partially offset by a reduction in revenues from the transition of the U.K. contract to a new provider in August 2025.

Other services increased by $18 million primarily due to a $12 million increase in other non-sales based services and a $6 million increase in LMA revenue.

Amortization of upfront license fees increased for the first six months of 2026 related to the higher amortization for the new Italian Lotto license which commenced in December 2025.

Product sales, including the impact of foreign currency, decreased $5 million from the same period last year primarily due to a decrease in terminal sales.

Cost of Revenue
For the three months ended June 30,For the six months ended June 30,
20262025Change20262025Change
($ in millions)$$$%$$$%
Cost of services (excluding D&A)285 279 6 +2 576 543 33 +6 
Cost of product sales (excluding D&A)25 34 (9)-27 48 54 (6)-11 

Cost of services (excluding Depreciation and amortization (“D&A”)) for the three months ended June 30, 2026 remained stable compared to the same period last year. Cost of product sales (excluding D&A) decreased by $9 million when compared to the same period last year, largely reflecting changes in the product mix.

Cost of services (excluding D&A) for the six months ended June 30, 2026 increased by $33 million when compared to the same period last year. The increase was primarily driven by higher payroll & benefits, outside services, and postage & freight partially offset by OPtiMa related savings. Cost of product sales (excluding D&A) decreased by $6 million when compared to the same period last year, largely reflecting changes in the product mix partially offset by higher payroll & benefits.

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Other Expenses
For the three months ended June 30,For the six months ended June 30,
20262025Change20262025Change
($ in millions)$$$%$$$%
General and administrative49 58 (10)-16 94 120 (25)-21 

General and administrative expenses for both periods decreased primarily due to value-added tax and insurance recoveries, reduction in employee related costs associated with the OPtiMa program, and reduction in outside services.
Research and development14 12 3 +24 29 22 6 +27 

Research and development expenses increased primarily due to an increase in outside services and payroll & benefits as the Company continues to invest in the creation of new and enhanced lottery products and services.
Sales and marketing32 30 2 +6 66 63 3 +5 

Sales and marketing expense increased for both periods due to an increase in marketing associated with the new Italian Lotto license partially offset by decreases in incentive compensation and outside services.
Depreciation and amortization58 54 4 +7 111 108 3 +3 

Depreciation and amortization expenses for both periods increased primarily due to higher depreciation associated with contract renewals and capitalized assets placed into service with higher cost basis.
Restructuring6 21 (15)-72 6 21 (15)-72 

Restructuring expense decreased due to the initiation of the OPtiMa 3.2 restructuring plan in Q2 2025 partially offset by the initiation of the OPtiMa 3.3 restructuring plan in Q2 2026.
Interest expense, net49 49 1 +2 92 94 (2)-2 

Net interest expense remained stable in both periods compared to corresponding periods.
Foreign exchange (gain) loss, net(4)99 (102)-104 (16)131 (147)-112 

Foreign exchange (gain) loss, net principally relates to non-cash fluctuations in the Euro to U.S. dollar exchange rate on internal and external debt due to a strengthening of the U.S. dollar compared to 2025.
Other expense, net6 5 1 +20 10 11 (1)-8 

Other expense, net remained stable in the quarter compared to the prior corresponding period.
Provision for income taxes7 50 (42)-85 36 97 (61)-63 

The decrease in provision for income taxes in both periods was primarily attributable to an improved effective tax rate, principally at our Parent, and resolution of an uncertain tax position in Mexico.
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Liquidity and Capital Resources

Overview

The Company operates a capital-intensive business. The primary sources of liquidity have historically been operating cash flows and, to a lesser extent, financing activities — including available amounts under the Revolving Credit Facilities. Liquidity is used to support:
•Working capital and operating needs
•Debt service obligations
•Acquisitions and related costs
•Capital expenditures and upfront license fees

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. 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 at least the next 12 months from the date of this report and for the longer-term period thereafter.

At June 30, 2026 and December 31, 2025, the Company's total available liquidity was as follows, respectively:

($ in millions)June 30, 2026December 31, 2025
Revolving Credit Facilities (1)
1,185 1,590 
Cash and cash equivalents558 1,446 
Total Liquidity1,742 3,036 
(1) 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 June 30, 2026, the borrowers were in compliance with such covenants.

Our capital deployment strategy remains focused on high-return, contract-driven investments which are aligned with our long-term growth priorities and are expected to enhance our operational capabilities across key markets although actual outcomes will depend on factors described in the Forward-Looking Statements section and Risk Factors. Near-term material uses of cash include:

•Capital expenditures of $190 million are anticipated in the second half of 2026 to fulfill current and expected future contractual obligations in Missouri, Wisconsin, North Carolina, and Texas.

We expect to fund these obligations through a combination of existing cash on hand, cash flows from operations and committed borrowing capacity under the new senior secured multicurrency revolving credit facilities.

At June 30, 2026 and December 31, 2025, approximately 40% and 36% of the Company’s debt portfolio was exposed to interest rate fluctuations, respectively. The Company’s exposure to floating rates of interest primarily relates to the Euro Term Loan Facilities and Revolving Credit Facilities due September 2030 and March 2031, respectively. For information regarding the Company's other debt obligations, including the maturity profile of borrowings and committed borrowing facilities, refer to Note 8. Debt in the Condensed Consolidated Financial Statements.

The following table summarizes the Company’s U.S. Dollar equivalent cash and cash equivalent balances by currency:

June 30, 2026December 31, 2025
($ in millions)$%$%
Euros278 50 1,004 69 
U.S. dollars156 28 326 23 
Other currencies123 22 117 8 
Total Cash and cash equivalents558 100 1,446 100 

The effect of exchange rate changes increased the reported cash and cash equivalents by $4 million in Q2 2026 (compared with a $39 million increase in Q2 2025), reflecting the translation impact of Euro-denominated cash balances into U.S. dollars.

The Company maintains its cash deposits with a diversified portfolio of global banks, the majority of which are considered Global Systemically Important Banks. As of June 30, 2026, approximately $40 million of the Company’s cash is held in
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countries (e.g., Trinidad and Tobago) where there may be legal, regulatory, or economic restrictions on the ability of subsidiaries to transfer funds in the form of cash dividends, loan repayments, or advances. These restrictions do not have an impact on the ability of the Company to meet its liquidity needs.

At June 30, 2026, we did not have any significant changes to off-balance sheet arrangements from those disclosed within our 2025 Form 20-F.

Cash Flow Highlights

The following tables summarize the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025. A complete Condensed Consolidated Statements of Cash Flows is provided in the Condensed Consolidated Financial Statements included herein.

Continuing OperationsDiscontinued OperationsTotal
($ in millions)2026
2025(1)
202620252026
2025(1)
Net cash (used in) provided by operating activities(1,174)473 — 101 (1,174)574 
Net cash (used in) provided by investing activities
(233)(175)24 (85)(209)(260)
Net cash provided by (used in) financing activities472 541 — (143)472 398 
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents(10)58 
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents(911)712 
(1) During 2025, the Company reclassified certain cash flow activity related to funds held on behalf of others from operating to financing activities. Prior periods have been recast to conform to the current presentation, as discussed in Note 2, Summary of Significant Accounting Policies — Changes in Presentation, included in Item 1. Condensed Consolidated Financial Statements.

Net cash used for operating activities from continuing operations was $1,174 million in the first six months of 2026, compared with net cash provided by of $473 million for the same period in 2025. The decrease was primarily related to payment of the final installment of the Italy Lotto license, $1,675 million, in April 2026.

Net cash used for investing activities in the first six months of 2026 was $233 million, compared with net cash used of $175 million in the first six months of 2025, principally due to a $57 million increase in capital expenditures, primarily for systems, equipment and other assets related to contracts in Italy, Missouri, North Carolina, and Texas.

Net cash provided by financing activities during the first six months of 2026 was $472 million, compared with net cash provided of $541 million in the same period of 2025. The decrease in cash provided was primarily due to a $525 million net decrease as payments on debt exceeded proceeds in the first six months of 2026 compared to the same period in 2025 partially offset by non-controlling interest capital increases of $472 million.

Net cash provided by discontinued operations was $24 million in the first six months of 2026 related to amounts received from the Buyer related to income tax refunds, compared with net cash provided of $127 million in the same period of 2025.

Dividends

Our Board of Directors authorized the following cash dividends:
For the three months ended June 30,For the six months ended June 30,
($ in millions, except per share amounts)2026202520262025
Dividends paid/declared per share of common stock
$0.23 $0.20 $0.46 $0.40 
Total dividends paid/declared
43 41 85 81 

On July 30, 2026, the Board declared a quarterly cash dividend of $0.23 per share. The dividend, of approximately $42 million, is payable on September 1, 2026, to shareholders of record on August 18, 2026.

Historical payment of dividends is not an indication that dividends will be paid on any future date. The Company has not implemented a formal policy on dividend distributions, and any future dividend payment is subject to Board approval.

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Item 3.     Quantitative and Qualitative Disclosures About Market Risk
 
There have been no material changes to the disclosure under “Part I, Item 11. Quantitative and Qualitative Disclosures About Market Risk” included in our 2025 Form 20-F.

Item 4.      Controls and Procedures

There have been no changes in internal control over financial reporting during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.     OTHER INFORMATION

Item 1.    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 have been no material developments to the litigation disclosed in our 2025 Annual Report on Form 20-F. Legal proceedings that were previously disclosed may no longer be reported because, as a result of the rulings in the case, settlements, changes in our business, or other developments, in our judgment, they are no longer material to the Company’s business, financial position, or results of operations.
Item 1A.    Risk Factors

There have been no material changes to the disclosure under “Part I, Item 3.D. Risk Factors” included in our 2025 Form 20-F.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
 
Issuer Purchases of Equity Securities

Below is a summary of share repurchases for the six months ended June 30, 2026. Refer to “Item 1. Notes to the Condensed Consolidated Financial Statements (Unaudited)—Note 12. Shareholders' Equity”.

Period
Total Number of Shares Repurchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Programs
Approximate Dollar Value (in millions) that May Yet be Purchased Under the Program
January
2,220,200 $14.72 2,220,200 $201 
February
102,752$14.18 102,752 $200 
March
— — — $200 
April— — — $200 
May449,400 $11.11 449,400 $195 
June789,600 $11.38 789,600 $186 
Total
3,561,952 3,561,952 

On and effective as of July 1, 2025, the Board authorized a new $500 million share repurchase program (the “Program”), which superseded and replaced prior authorizations. This new program authorizes the Parent to repurchase, from time to time during a period of two years from its approval, up to an aggregate of $500 million of the Parent’s outstanding ordinary shares through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 or through privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.

As part of the Program, in 2025, the Parent executed an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase an aggregate of $250 million of the Parent’s ordinary shares. Under the ASR Agreement, the Parent paid $250 million at inception and, upon completion of the ASR Agreement received an aggregate of approximately 15.2 million ordinary shares.

On November 7, 2025, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $50 million of the Parent’s outstanding ordinary shares under the Program. The SEC Rule 10b5‑1 trading plan was completed on February 2, 2026, in which the Parent repurchased an aggregate of approximately 3.3 million ordinary shares.

From May 22, 2026 to June 22, 2026, the Parent repurchased approximately 1.2 million ordinary shares for an aggregate purchase price of $14 million in accordance with SEC Rule 10b-18.

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On June 16, 2026, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $10 million of the Parent’s outstanding ordinary shares under the Program. Pursuant to the SEC Rule 10b5-1 trading plan, repurchases commenced on July 16, 2026. As of July 31, 2026, the Parent repurchased 0.9 million ordinary shares for an aggregate purchase price of $10 million.

As of June 30, 2026, $186 million remained available under the Program.
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
BRIGHTSTAR LOTTERY PLC
/s/ Massimiliano Chiara
Name: Massimiliano Chiara
Title: Chief Financial Officer
 
Dated: August 4, 2026
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Source: View Original Filing on SEC EDGAR