Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
On July 13, 2026 (U.S. time) (July 14, 2026
Australia time), Light & Wonder, Inc. (the “Company”) announced details of the investor conference call and
simultaneous webcast to review the Company’s second quarter 2026 results and provide an update regarding its financial outlook
and share repurchase program (the “Announcement”). A copy of the Announcement is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information contained in this Item 7.01 as
well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information
shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended,
or the Exchange Act.
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 hereunto duly authorized.
Exhibit 99.1
Details of Q2
FY26 Investor Conference Call
Financial Outlook and Share Repurchase Update
Las Vegas, July 13, 2026
Light &
Wonder, Inc. (ASX: LNW) (“Light & Wonder,” “we” or the “Company”) announced that
it will release its financial results for the second quarter ended June 30, 2026 (“Q2 FY26”), on Tuesday,
August 4, 2026, after the U.S. markets close, and before trading on the Australian Securities Exchange (“ASX”)
opens on Wednesday, August 5, 2026.
The Company will
host an investor conference call and simultaneous webcast the same day at 7:00 p.m. U.S. Eastern Time / 9:00 a.m. Australian
Eastern Standard Time to discuss the results.
Schedule 1 sets
out further details for those intending to join the investor conference call.
Reiteration
of FY26 Financial Outlook & Share Repurchase Update
The Company remains
on track to meet the previously announced financial outlook of mid-to-high single-digit Consolidated AEBITDA1 growth for
2026 and we are committed to deleveraging our balance sheet towards the mid-point of our targeted net debt leverage ratio1
range over the course of 20262 and below 3.0x during the first half of 2027.
The Company
has a total of approximately US$180 million remaining under its ongoing share repurchase program, and as of July 1, 2026, the
total number of shares outstanding (including common stock and CDIs) was 77,049,1813. This follows 1,612,580 CDIs
repurchased during Q2 FY26 for total consideration of approximately US$134 million4.
Authorised for
lodgement by the Corporate Secretary
About Light &
Wonder
Light &
Wonder, Inc. is a leading cross-platform global games company. Through our three unique, yet highly complementary business segments,
we deliver unforgettable experiences by combining the exceptional talents of our 6,500+ member team, with a deep understanding of our
customers and players. We create immersive content that forges lasting connections with players, wherever they choose to engage. At Light &
Wonder, it’s all about the games. The Company is committed to the highest standards of integrity, from promoting player responsibility
to implementing sustainable practices. To learn more visit www.lnw.com.
Company Contacts:
Investor Relations
Rohan Gallagher
EVP, Global Chief Corporate Affairs Officer
ir@lnw.com
1
Represent forward-looking non-GAAP financial
measures presented on a supplemental basis. Additional information on non-GAAP financial
measures presented herein is available in Schedule 2 of this release.
2
Subject to the continuation of share repurchases.
3
The total number of shares issued and outstanding includes 688,915 CDIs held in a trust account with our
equity plan administrator for future exercises of options issued to our non-US resident directors or as directed by the Company.
4
The Company paused purchases under the share repurchase program on June 29, 2026 ahead of
the Q2 FY26 blackout period, in accordance with the Company’s Securities Trading Policy.
Schedule
1 – Details for Q2 FY26 Investor Conference Call
Light &
Wonder will release its financial results for the second quarter ended June 30, 2026, on Tuesday, August 4,
2026, after the U.S. markets close, and before the ASX opens on Wednesday, August 5, 2026.
The Company will
host an investor conference call and simultaneous webcast the same day at 7:00 p.m. U.S. Eastern Time / 9:00 a.m. Australian
Eastern Standard Time to discuss the results.
Webcast
To access the live
webcast of the call, please visit the Company’s website at https://explore.investors.lnw.com and click on the webcast
link. A replay of the webcast will be available approximately one hour after the webcast and will be archived on the Company’s
website.
Conference
Call
Participants
will be given a unique PIN to gain access to the call by registering at Light & Wonder earnings call. Participants
may pre-register at any time, including up to the call start time.
Telephone Dial-in
US Toll Free: +1
(844) 543-0451
Australia: +61
1800 491 687
International:
+1 (864) 991-4103
Conference call
dial-in PIN: Unique PIN provided upon registration
Schedule
2 – Additional Information
Forward-Looking
Statements
In
this release, Light & Wonder makes “forward-looking statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements about our financial outlook that describe future expectations,
plans, results or strategies and can often be identified by the use of terminology such as “will,” “may,” “estimate,”
“plan,” “believe,” “expect,” “outlook,” “target,” “should,” “could,”
“potential,” “opportunity,” “goal,” or similar terminology. These statements are based upon current
Company management expectations, assumptions and estimates and are not guarantees of timing, future results, or performance. Therefore,
you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially
from those contemplated in these statements due to a variety of risks, uncertainties and other factors, including (i) the risk that
the Company may be unable to achieve expected earnings momentum towards the second half of the year, (ii) the timing of investments,
(iii) the timing of capital expenditures of our customer base, or (iv) change in capital allocation strategy and those factors
described in our filings with the U.S. Securities and Exchange Commission (“SEC”) and ASX. Additional information
regarding risks and uncertainties and factors that could cause results to differ materially from those contemplated in forward-looking
statements is included from time to time in our filings with the SEC and ASX, including the Company’s current reports on Form 8-K,
quarterly reports on Form 10-Q and its latest annual report on Form 10-K filed with the SEC and ASX for the year ended December 31,
2025 on February 24, 2026 (including under the headings “Forward-Looking Statements” and “Risk Factors”).
Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities
laws and ASX Listing Rules, we undertake no and expressly disclaim any obligation to publicly update any forward-looking statements whether
as a result of new information, future events or otherwise.
Non-GAAP Financial
Measures
Consolidated
AEBITDA
Consolidated
AEBITDA, as used herein, is a non-GAAP financial measure that is presented as a supplemental disclosure of the Company’s operations and
is reconciled to net income as the most directly comparable GAAP measure. Consolidated AEBITDA should not be considered in isolation
of, as a substitute for, or superior to, the consolidated financial information prepared in accordance with GAAP, and should be read
in conjunction with the Company’s financial statements filed with the SEC and lodged
with the ASX. Consolidated AEBITDA may differ from similarly titled measures presented
by other companies.
Consolidated
AEBITDA is reconciled to Net income and includes the following adjustments, as applicable: (1) Restructuring and other, which includes
charges or expenses attributable to: (i) employee severance; (ii) management restructuring and related costs; (iii) restructuring
and integration; (iv) cost savings initiatives; (v) major litigation; and (vi) acquisition- and disposition-related costs,
strategic initiatives and other unusual items; (2) Depreciation, amortization and impairment charges and Goodwill impairments; (3) Loss
on debt financing transactions; (4) Change in fair value of investments and Gain on remeasurement of debt and other; (5) Interest
expense; (6) Income tax expense and impact on adjustments; (7) Stock-based compensation; and (8) Other income, net, including
foreign currency gains or losses and earnings from equity investments. Consolidated AEBITDA outlook denotes a non-GAAP financial measure.
We are not providing a forward-looking quantitative reconciliation of Consolidated AEBITDA outlook to the most directly comparable GAAP
measure because we are unable to do so without unreasonable efforts or to reasonably estimate the projected outcome of certain significant
items. These items are uncertain, depend on various factors out of our control and could have a material impact on the corresponding
measures calculated in accordance with GAAP.
Net
Debt and Net Debt Leverage Ratio
Net
debt is defined as total principal face value of debt outstanding, the most directly comparable GAAP measure, less cash and cash equivalents.
Principal face value of debt outstanding includes the face value of debt issued under Senior Secured Credit Facilities and Senior Notes,
each of which are described in Note 14 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and
in Note 10 of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026.
Net
debt leverage ratio, as used herein, represents Net debt divided by Consolidated AEBITDA. The forward-looking non-GAAP financial measure
targeted net debt leverage ratio is presented on a supplemental basis and does not reflect Company guidance. We are not providing a forward-looking
quantitative reconciliation of targeted net debt leverage ratio to the most directly comparable GAAP measure because we are unable to
predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items are uncertain,
depend on various factors and could have a material impact on GAAP reported results for the relevant period.