Brightstar Lottery PLC (NYSE: BRSL) executes $250M accelerated share buyback

Rhea-AI Filing Summary

Brightstar Lottery PLC reported that it repurchased 13,573,035 ordinary shares on August 6, 2025 under its previously announced accelerated share repurchase (ASR) program. The shares, with a nominal value of $0.10 each and a price of $18.4189, were delivered to the company and are being held in treasury.

The company made an upfront payment of $250 million for this initial block, which represents a significant portion of the total ordinary shares expected to be delivered under the $250 million ASR program. The final number of shares and effective price will depend on the average daily volume-weighted average price of the ordinary shares over the ASR term, less a discount and subject to adjustments under the ASR agreement.

Insights

Equity capital allocation analyst

Brightstar commits $250M to an accelerated share repurchase, with final shares based on VWAP.

Brightstar Lottery PLC has advanced its capital return plans by executing an accelerated share repurchase program with an upfront payment of $250 million. The initial delivery of 13,573,035 ordinary shares at a price of $18.4189 per share is described as a significant portion of the total shares expected under the ASR, and these shares are now held in treasury.

Under the ASR structure, the ultimate number of shares retired will depend on the average of daily volume-weighted average prices over the program’s term, less a discount and subject to adjustments under the agreement. This means the economic outcome will vary with trading prices during the ASR period, and the filing emphasizes typical forward-looking risks and macroeconomic factors that could influence results. Subsequent company disclosures for periods after August 6, 2025 may provide clarity on the final share count and effective repurchase price.

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 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 accelerated share repurchase ("ASR") program, details of which were announced on July 29, 2025.

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

Number of shares purchased

Nominal value of each share

Date that the shares were delivered to the Company

Maximum price paid for shares

Minimum price paid for shares

Ordinary

13,573,035

$0.10

8/6/2025

$18.4189

$18.4189

The Company made an upfront payment of $250 million for the initial delivery of 13,573,035 ordinary shares listed in the table above. These shares constitute a significant portion of the total number of ordinary shares deliverable to the Company under the $250 million ASR program. The total number of ordinary shares deliverable to the Company and the price paid for shares under the ASR program will ultimately depend on the average of the daily volume-weighted average prices of the ordinary shares during the term of the ASR program, less a discount, and subject to possible adjustments under the ASR agreement. The 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, including with regard to the timing and amount of purchases under the ASR, 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” 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: August 21, 2025			BRIGHTSTAR LOTTERY PLC
			By:			/s/ Pierfrancesco Boccia
						Pierfrancesco Boccia
						Corporate Secretary

FAQ

What did Brightstar Lottery PLC (NYSE: BRSL) announce in this Form 6-K?

Brightstar Lottery PLC announced that it has repurchased 13,573,035 ordinary shares under its accelerated share repurchase (ASR) program, with these shares delivered on August 6, 2025 and held in treasury.

How much is Brightstar Lottery PLC spending on its accelerated share repurchase program?

Brightstar Lottery PLC made an upfront payment of $250 million for the initial delivery of 13,573,035 ordinary shares, as part of a $250 million ASR program.

At what price were Brightstar Lottery PLC shares repurchased under the ASR?

The initial 13,573,035 ordinary shares were delivered at a maximum and minimum price of $18.4189 per share, with a nominal value of $0.10 per share.

Will Brightstar Lottery PLC receive more shares under the $250 million ASR program?

The filing states that the initial 13,573,035 shares represent a significant portion of the total shares deliverable under the $250 million ASR program, and the final number of shares will depend on the average daily volume-weighted average price during the program term, less a discount and subject to adjustments.

How will the final number of repurchased shares be determined for Brightstar Lottery PLC?

The total number of ordinary shares deliverable and the price paid under the ASR will depend on the average of the daily volume-weighted average prices of the ordinary shares during the ASR term, less a discount and subject to possible adjustments under the ASR agreement.

What happens to the shares repurchased by Brightstar Lottery PLC under the ASR?

The filing explains that the repurchased ordinary shares are being held in treasury by Brightstar Lottery PLC.

What risks and uncertainties related to the ASR does Brightstar Lottery PLC highlight?

Brightstar Lottery PLC includes a forward-looking statement notice citing risks such as macroeconomic, regulatory and political uncertainty, changes in consumer spending, currency and interest rate fluctuations, inflation, and other factors described in its Form 20-F for the year ended December 31, 2024 and other SEC filings.