Light & Wonder plans $1B senior notes offering

Light & Wonder, Inc. announced that its wholly owned subsidiary, Light and Wonder International, Inc., plans a proposed private offering of $1 billion in aggregate principal amount of senior unsecured notes due 2033.

Accepted by SEC EDGAR 09/10/2025 - 04:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Light & Wonder, Inc. announced that its wholly owned subsidiary, Light and Wonder International, Inc., plans a proposed private offering of $1 billion in aggregate principal amount of senior unsecured notes due 2033. The notes are expected to be offered to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S of the Securities Act. The company emphasized that this communication is not an offer to sell or a solicitation to buy any securities and that the information is being furnished, not filed, limiting associated Exchange Act liability.

Insights

Capital structure and credit analyst

Light & Wonder plans a private $1 billion senior notes due 2033, with terms and use of proceeds not detailed.

The company reports that subsidiary Light and Wonder International, Inc. intends to issue senior unsecured notes maturing in 2033 with an aggregate principal amount of $1 billion. These will be offered privately to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S, which is a common structure for sizable institutional debt placements.

The filing does not state the interest rate, covenants, pricing, or specific use of proceeds, so the economic impact cannot be evaluated from this excerpt alone. The notes are described as senior unsecured, meaning they rank ahead of subordinated debt but behind secured obligations in the subsidiary’s capital structure.

The company characterizes related statements as forward-looking and highlights that actual outcomes may differ due to risks and uncertainties referenced in the accompanying press release dated September 10, 2025. Subsequent disclosures may specify final terms, closing status, and any refinancing or funding objectives associated with this proposed issuance.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Light & Wonder (LNW) disclose in this 8-K?

Light & Wonder disclosed that its wholly owned subsidiary, Light and Wonder International, Inc., plans a proposed private offering of $1 billion in aggregate principal amount of senior unsecured notes due 2033.

Who will issue the proposed $1 billion notes for Light & Wonder (LNW)?

The proposed $1 billion senior unsecured notes due 2033 will be issued by Light and Wonder International, Inc., a wholly owned subsidiary of Light & Wonder, Inc.

How will Light & Wonder’s proposed 2033 notes be offered?

The notes are expected to be offered to persons reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. persons in accordance with Regulation S under the Securities Act of 1933.

Does this Light & Wonder (LNW) disclosure constitute an offer to sell securities?

No. The company states that this report, including the attached press release, does not constitute an offer to sell or a solicitation of an offer to buy any security in any jurisdiction where such activity would be unlawful.

Is the information about Light & Wonder’s $1 billion notes considered filed with the SEC?

No. The company states that the information under Item 7.01, including Exhibit 99.1, is being furnished and is not deemed "filed" for purposes of Section 18 of the Exchange Act.

What risks does Light & Wonder mention regarding the proposed notes offering?

The company notes that the report and press release contain forward-looking statements based on current expectations and that risks, uncertainties, and other factors could cause actual results to differ materially from those described.

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

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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