Light & Wonder (NASDAQ: LNW) plans $1B senior unsecured notes sale

Rhea-AI Filing Summary

Light & Wonder, Inc. reported 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 intended 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 furnished this information under Item 7.01, meaning it is not deemed filed for liability purposes and is not automatically incorporated into other securities filings. The report and the related press release expressly state that they do not constitute an offer to sell or solicitation to buy any securities, and they include forward-looking statements based on current management expectations that are subject to risks and uncertainties.

Insights

Credit and capital structure analyst

Light & Wonder outlines a potential $1B senior notes deal, signaling possible future debt financing but without final terms yet.

The company describes a proposed private offering by its subsidiary of $1 billion in senior unsecured notes maturing in 2033. Because the notes are senior and unsecured, they would rank ahead of equity but behind any secured debt in a potential recovery order. The use of Rule 144A and Regulation S targets institutional and non-U.S. investors rather than the public market.

The disclosure is furnished under Item 7.01, so it is characterized as informational rather than a filed, binding commitment, and the language emphasizes that it is not an offer to sell securities. Actual impact on leverage, interest expense, and liquidity will depend on whether the offering is completed and on final pricing and covenant terms, which are not detailed in this report.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

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

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

How large is the proposed Light & Wonder senior notes offering?

The proposed offering is for $1 billion in aggregate principal amount of senior unsecured notes due 2033.

Who will issue the new notes for Light & Wonder (LNW)?

The notes are expected to be issued by Light and Wonder International, Inc., a wholly owned subsidiary of Light & Wonder, Inc.

Who are the targeted investors for Light & Wonder’s proposed notes?

The notes are intended for qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S of the Securities Act.

Does this Light & Wonder 8-K constitute an offer to sell the notes?

No. The report clearly states it does not constitute an offer to sell or solicitation of an offer to buy any security in any jurisdiction.

Are the details on the $1B notes considered filed financial information?

No. The information under Item 7.01, including the press release, is furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

Does the Light & Wonder report include forward-looking statements?

Yes. It notes that the report and the press release contain forward-looking statements based on current management expectations that involve risks and uncertainties.