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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 10, 2025
Light
& Wonder, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
001-11693 |
81-0422894 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6601
Bermuda Road, Las Vegas,
NV 89119
(Address of principal executive offices)
(702) 897-7150
(Registrant’s telephone number, including
area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $.001 par value |
LNW |
The
Nasdaq Stock Market |
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).
¨
Emerging growth company
¨ If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD disclosure.
On September 10, 2025, Light & Wonder,
Inc. (the “Company”) issued a press release relating to the proposed offering of $1 billion in aggregate principal
amount of senior unsecured notes due 2033 by its wholly owned subsidiary, Light and Wonder International, Inc., to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained under Item 7.01 in this
Current Report on Form 8-K (this “Report”), including Exhibit 99.1, is being furnished and, as a result, such information
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
This Report, including Exhibit 99.1, does not constitute
an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security
in any jurisdiction in which such offering, solicitation or sale would be unlawful.
This Report, including Exhibit 99.1, contains “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management’s
current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. These forward-looking
statements involve certain risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated
in forward-looking statements, as discussed further in the press release attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release of the Company, dated September 10, 2025. |
| 104 |
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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 hereunto duly authorized.
| |
LIGHT & WONDER, INC. |
| |
|
| Date: September 10,
2025 |
By: |
/s/ Oliver Chow |
| |
|
Name: Oliver Chow
Title: Executive Vice President, Chief Financial Officer and Treasurer |
