Brightstar Lottery (NYSE: BRSL) details $250M ASR and new share repurchases

Rhea-AI Filing Summary

Brightstar Lottery PLC reported further activity under its share repurchase initiatives. The company received 1,661,519 ordinary shares on December 3, 2025 as the final delivery under its $250 million accelerated share repurchase plan, bringing total shares repurchased through that plan to 15,234,554 at an average price of $16.4101 per share. All of these shares are being held in treasury.

Brightstar Lottery PLC also repurchased 337,510 additional ordinary shares delivered on December 12, 2025 under its $500 million share repurchase program, executed within Rule 10b5-1 and Rule 10b-18 parameters under the U.S. Securities Exchange Act of 1934. These shares are likewise being held in treasury.

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 December 2025

Commission File Number 001-36906

BRIGHTSTAR LOTTERY PLC

(Translation of registrant’s name into English)

10 Finsbury Square, Third Floor

London, EC2A 1AF

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

☒

Form 40-F

☐

Brightstar Lottery PLC Announces Repurchase of Ordinary Shares

Brightstar Lottery PLC (NYSE: BRSL) (the “Company”) announced today that it has repurchased the following number of its ordinary shares pursuant to its $500 million share repurchase program announced on July 1, 2025, including the final delivery of shares under the Company’s $250 million accelerated share repurchase (“ASR”) plan, details of which were announced on July 29, 2025 and August 21, 2025.

Class of Shares (e.g., ordinary/preference, etc.)

Number of shares purchased

Nominal value of each share

Date the shares were delivered to the Company

Maximum price paid for shares

Minimum price paid for shares

Ordinary

1,661,519

$0.10

12/3/2025

$0

$0

As previously disclosed at the beginning of the Company’s ASR plan, the Company made an upfront payment of $250 million for an initial delivery of 13,573,035 ordinary shares. The 1,661,519 ordinary shares delivered to the Company on December 3, 2025, and listed in the table above, represent the final delivery of ordinary shares upon final settlement and completion of the Company’s ASR plan. The Company repurchased a total of 15,234,554 ordinary shares under the Company’s ASR plan at a price of $16.4101 per ordinary share, representing the average daily volume-weighted average price, less a discount, during the full term of the ASR plan. All repurchased shares are being held in treasury.

Class of Shares (e.g., ordinary/preference, etc.)

Number of shares purchased

Nominal value of each share

Date the shares were delivered to the Company

Maximum price paid for shares

Minimum price paid for shares

Ordinary

337,510

$0.10

12/12/2025

$15.79

$14.96

The 337,510 ordinary shares delivered to the Company on December 12, 2025, and listed in the table above, represent repurchases conducted within the parameters prescribed by Rule 10b5-1 and Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, pursuant to the Company’s $500 million share repurchase program announced on July 1, 2025. All repurchased shares are being held in treasury.

Cautionary Statement Regarding Forward-Looking Statements

This report may contain forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning the Company and other matters. These statements may discuss goals, intentions, and expectations as to future plans and strategies, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. 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”, “target” 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 the Company 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, 2024 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 management's discussion and analysis of potential or actual impacts to operations and financial performance. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by this cautionary statement.

SIGNATURES

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.

Date: December 15, 2025			BRIGHTSTAR LOTTERY PLC
			By:			/s/ Pierfrancesco Boccia
						Pierfrancesco Boccia
						Corporate Secretary

FAQ

What share repurchase actions did Brightstar Lottery PLC (BRSL) report in this update?

Brightstar Lottery PLC reported the final delivery of shares under its accelerated share repurchase plan and an additional open-market repurchase. It received 1,661,519 ordinary shares on December 3, 2025 as the final delivery under its ASR and 337,510 ordinary shares on December 12, 2025 under its broader $500 million share repurchase program.

How many shares did Brightstar Lottery PLC (BRSL) repurchase under its accelerated share repurchase plan and at what price?

The company repurchased a total of 15,234,554 ordinary shares under its accelerated share repurchase plan. These shares were bought at a price of $16.4101 per ordinary share, representing the average daily volume-weighted average price, less a discount, over the full term of the plan.

What was the size of Brightstar Lottery PLC's share repurchase and ASR programs?

Brightstar Lottery PLC is operating a $500 million share repurchase program announced on July 1, 2025. Within this, it entered into a $250 million accelerated share repurchase plan, for which it made an upfront payment of $250 million and has now received all related shares.

Under what rules were the December 12, 2025 share repurchases by Brightstar Lottery PLC (BRSL) conducted?

The 337,510 ordinary shares delivered on December 12, 2025 were repurchased within the parameters prescribed by Rule 10b5-1 and Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as part of the company’s $500 million share repurchase program.

What happens to the shares repurchased by Brightstar Lottery PLC (BRSL)?

All of the ordinary shares repurchased by Brightstar Lottery PLC under both the accelerated share repurchase plan and the broader share repurchase program are being held in treasury, according to the company’s disclosure.

When were the final ASR shares and the additional repurchased shares delivered to Brightstar Lottery PLC?

The final 1,661,519 ordinary shares under the accelerated share repurchase plan were delivered to the company on December 3, 2025. The additional 337,510 ordinary shares under the broader repurchase program were delivered on December 12, 2025.