6-K
Brightstar Lottery PLC (BRSL)
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 2026
Commission File Number 001-36906
BRIGHTSTAR LOTTERY PLC
(Translation of registrant’s name into English)
2 and 3 Eldon Street, Fifth Floor
London, EC2M 7LS
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 | x | Form 40-F | o |
|---|
Table of Contents
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| Forward-Looking Statements | 3 | |
| PART I | FINANCIAL INFORMATION | 4 |
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 4 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 |
| Item 4. | Controls and Procedures | 31 |
| PART II | OTHER INFORMATION | 32 |
| Item 1. | Legal Proceedings | 32 |
| Item 1A. | Risk Factors | 32 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 |
| Signature | 34 |
Table of Contents
FORWARD-LOOKING STATEMENTS
This Form 6-K contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Brightstar Lottery PLC and its consolidated subsidiaries (“Brightstar” or the “Company”) and other matters. These statements may discuss goals, intentions, and expectations as to future plans and strategies, expected growth, transactions, trends, events, products and services, customer relationships, dividends, results of operations, and/or financial condition or measures, including our expectations on future revenue, income, cash from and used in operations, capital expenditures guidance, and fiscal year 2026 EUR/USD assumption, or otherwise, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. Such forward‑looking statements also include assumptions underlying management’s outlook, liquidity expectations, capital deployment plans, restructuring initiatives, and anticipated contractual and regulatory developments. 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 it 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, 2025 (including in “Item 3.D. Risk Factors”) 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 the discussion provided in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Nothing in this Form 6-K is intended, or is to be construed, as a profit forecast or to be interpreted to mean that the financial performance of Brightstar Lottery PLC for the current or any future financial years will necessarily match or exceed the historical published financial performance of Brightstar Lottery PLC, as applicable. All forward-looking statements contained in this Form 6-K are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to Brightstar Lottery PLC, or persons acting on its behalf, are expressly qualified in their entirety by this cautionary statement.
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements (Unaudited)
BRIGHTSTAR LOTTERY PLC
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025 | 5 |
|---|---|
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 | 6 |
| Condensed Consolidated Statements of Comprehensive Income for the three and six months endedJune 30, 2026and2025 | 7 |
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 | 8 |
| Condensed Consolidated Statements of Shareholders’ Equity for thethree and six months endedJune 30, 2026and2025 | 9 |
| Notes to Condensed Consolidated Financial Statements | 11 |
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Balance Sheets
(Unaudited, $ and shares in millions, except per share amounts)
| Notes | June 30, 2026 | December 31, 2025 | |
|---|---|---|---|
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 558 | 1,446 | |
| Restricted cash and cash equivalents | 21 | 54 | |
| Trade and other receivables, net | 4 | 466 | 526 |
| Inventories, net | 5 | 132 | 116 |
| Other current assets | 6 | 186 | 193 |
| Total current assets | 1,363 | 2,336 | |
| Systems, equipment and other assets related to contracts, net | 755 | 678 | |
| Property, plant and equipment, net | 92 | 90 | |
| Operating lease right-of-use assets | 92 | 92 | |
| Goodwill | 2,692 | 2,707 | |
| Intangible assets, net | 127 | 125 | |
| Other non-current assets | 6 | 2,915 | 3,130 |
| Total non-current assets | 6,672 | 6,822 | |
| Total assets | 8,035 | 9,158 | |
| Liabilities and shareholders' equity | |||
| Current liabilities: | |||
| Accounts payable | 687 | 766 | |
| Current portion of long-term debt | 8 | — | 118 |
| Payable to ADM | 6 | — | 1,680 |
| Other current liabilities | 550 | 508 | |
| Total current liabilities | 1,237 | 3,072 | |
| Long-term debt, less current portion | 8 | 4,354 | 4,060 |
| Deferred income taxes | 192 | 208 | |
| Operating lease liabilities | 71 | 72 | |
| Other non-current liabilities | 161 | 156 | |
| Total non-current liabilities | 4,778 | 4,496 | |
| Total liabilities | 6,015 | 7,568 | |
| Commitments and contingencies | 9, 11 | ||
| Shareholders’ equity | |||
| Common stock, par value 0.10 per share; 210 shares issued and 184 shares outstanding at June 30, 2026; 210 shares issued and 187 shares outstanding at December 31, 2025 | 21 | 21 | |
| Additional paid-in capital | 1,078 | 1,153 | |
| Retained deficit | (443) | (513) | |
| Treasury stock, at cost; 27 shares and 23 shares at June 30, 2026 and December 31, 2025, respectively | (458) | (413) | |
| Accumulated other comprehensive income | 12 | 648 | 628 |
| Total Brightstar Lottery PLC’s shareholders’ equity | 846 | 875 | |
| Non-controlling interests | 1,173 | 715 | |
| Total shareholders’ equity | 2,020 | 1,590 | |
| Total liabilities and shareholders’ equity | 8,035 | 9,158 |
All values are in US Dollars.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Operations
(Unaudited, $ and shares in millions, except per share amounts)
| For the three months ended<br>June 30, | For the six months ended<br>June 30, | ||||
|---|---|---|---|---|---|
| Notes | 2026 | 2025 | 2026 | 2025 | |
| Service revenue (includes amortization of upfront license fees) | 3 | 550 | 588 | 1,108 | 1,146 |
| Product sales | 3 | 34 | 42 | 63 | 68 |
| Total revenue | 3 | 584 | 631 | 1,171 | 1,214 |
| Cost of services (excluding Depreciation and amortization) | 285 | 279 | 576 | 543 | |
| Cost of product sales (excluding Depreciation and amortization) | 25 | 34 | 48 | 54 | |
| General and administrative | 49 | 58 | 94 | 120 | |
| Research and development | 14 | 12 | 29 | 22 | |
| Sales and marketing | 32 | 30 | 66 | 63 | |
| Depreciation and amortization | 58 | 54 | 111 | 108 | |
| Restructuring | 6 | 21 | 6 | 21 | |
| Interest expense, net | 8 | 49 | 49 | 92 | 94 |
| Foreign exchange (gain) loss, net | (4) | 99 | (16) | 131 | |
| Other expense, net | 6 | 5 | 10 | 11 | |
| Income (loss) before provision for income taxes | 63 | (10) | 155 | 46 | |
| Provision for income taxes | 10 | 7 | 50 | 36 | 97 |
| Income (loss) from continuing operations | 56 | (60) | 119 | (52) | |
| Less: Net income attributable to non-controlling interests from continuing operations | 23 | 36 | 49 | 67 | |
| Net income (loss) from continuing operations attributable to Brightstar Lottery PLC | 33 | (96) | 70 | (119) | |
| Income from discontinued operations, net of tax | 11 | — | 40 | — | 92 |
| Less: Net income attributable to non-controlling interests from discontinued operations | 11 | — | 2 | — | 4 |
| Net income from discontinued operations attributable to Brightstar Lottery PLC | — | 38 | — | 88 | |
| Net income (loss) | 56 | (20) | 119 | 40 | |
| Net income attributable to non-controlling interests | 23 | 38 | 49 | 71 | |
| Net income (loss) attributable to Brightstar Lottery PLC | 13 | 33 | (58) | 70 | (31) |
| Per Common Share Data | |||||
| Basic: Net income (loss) from continuing operations attributable to Brightstar Lottery PLC | 13 | 0.18 | (0.47) | 0.38 | (0.59) |
| Diluted: Net income (loss) from continuing operations attributable to Brightstar Lottery PLC | 13 | 0.18 | (0.47) | 0.37 | (0.59) |
| Basic: Net income (loss) attributable to Brightstar Lottery PLC | 13 | 0.18 | (0.29) | 0.38 | (0.15) |
| Diluted: Net income (loss) attributable to Brightstar Lottery PLC | 13 | 0.18 | (0.29) | 0.37 | (0.15) |
| Weighted-average Shares Outstanding | |||||
| Basic | 13 | 185 | 203 | 185 | 203 |
| Diluted | 13 | 186 | 203 | 187 | 203 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, $ in millions)
| For the three months ended<br>June 30, | For the six months ended<br>June 30, | ||||
|---|---|---|---|---|---|
| Notes | 2026 | 2025 | 2026 | 2025 | |
| Net income (loss) | 56 | (20) | 119 | 40 | |
| Foreign currency translation adjustments, net of tax | 12 | (4) | 17 | (14) | 29 |
| Unrealized gain (loss) on hedges, net of tax | 12 | 1 | (5) | 3 | (7) |
| Other comprehensive (loss) income, net of tax | (3) | 13 | (11) | 22 | |
| Comprehensive income | 53 | (8) | 108 | 62 | |
| Less: Comprehensive income attributable to non-controlling interests | 2 | 57 | 17 | 104 | |
| Comprehensive income attributable to Brightstar Lottery PLC | 51 | (65) | 90 | (42) |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Cash Flows
(Unaudited, $ in millions)
| For the six months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Cash flows from operating activities | ||
| Net income | 119 | 40 |
| Less: Income from discontinued operations, net of tax | — | 92 |
| Adjustments to reconcile net income to net cash (used in) provided by operating activities from continuing operations: | ||
| Amortization of upfront license fees | 201 | 101 |
| Depreciation & amortization | 111 | 108 |
| Stock-based compensation | 14 | 12 |
| Deferred income taxes | (11) | (24) |
| Foreign exchange (gain) loss, net | (16) | 131 |
| Other non-cash items, net | 5 | 16 |
| Changes in operating assets and liabilities, excluding the effects of dispositions: | ||
| Trade and other receivables | 48 | 78 |
| Inventories | (16) | (6) |
| Accounts payable | (34) | (38) |
| Accrued interest payable | 28 | 7 |
| Accrued income taxes | 31 | 89 |
| Italian Lotto License payment | (1,675) | — |
| Other assets and liabilities | 21 | 50 |
| Net cash (used in) provided by operating activities from continuing operations | (1,174) | 473 |
| Net cash provided by operating activities from discontinued operations | — | 101 |
| Net cash (used in) provided by operating activities | (1,174) | 574 |
| Cash flows from investing activities | ||
| Capital expenditures | (232) | (174) |
| Other | (2) | (1) |
| Net cash (used in) investing activities from continuing operations | (233) | (175) |
| Net cash provided by (used in) investing activities from discontinued operations | 24 | (85) |
| Net cash (used in) investing activities | (209) | (260) |
| Cash flows from financing activities | ||
| Principal payments on long-term debt | (350) | (208) |
| Net payments on financial liabilities | (69) | (81) |
| Proceeds from long-term debt | — | 1,112 |
| Net proceeds from (repayments of) Revolving Credit Facilities | 623 | (105) |
| Net (repayment of) funds payable and amounts due to others | (34) | (40) |
| Repurchases of common stock | (45) | — |
| Dividends paid - non-controlling interests | (163) | (163) |
| Dividends paid | (85) | (81) |
| Return of capital - non-controlling interests | (31) | (47) |
| Capital increase - non-controlling interests | 650 | 178 |
| Other | (24) | (23) |
| Net cash provided by financing activities from continuing operations | 472 | 541 |
| Net cash used in financing activities from discontinued operations | — | (143) |
| Net cash provided by financing activities | 472 | 398 |
| Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents | (911) | 712 |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (10) | 58 |
| Cash and cash equivalents and restricted cash and cash equivalents at the beginning of the period | 1,500 | 775 |
| Cash and cash equivalents and restricted cash and cash equivalents at the end of the period | 579 | 1,546 |
| Less: Cash and cash equivalents and restricted cash and cash equivalents of discontinued operations | — | 144 |
| Cash and cash equivalents and restricted cash and cash equivalents at the end of the period of continuing operations | 579 | 1,401 |
| Supplemental disclosures of cash flow information for continuing operations: | ||
| Interest paid | 68 | 89 |
| Income taxes paid | 16 | 32 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Table of Contents
Brightstar Lottery PLC
Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited, $ in millions)
| Common<br>Stock | Additional<br>Paid-In<br>Capital | Retained<br>Earnings<br>(Deficit) | Treasury<br>Stock | Accumulated<br>Other<br>Comprehensive<br>Income | Total<br>Brightstar Lottery <br>PLC<br>Equity | Non-<br>Controlling<br>Interests | Total<br>Equity | |
|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2025 | 21 | 1,153 | (513) | (413) | 628 | 875 | 715 | 1,590 |
| Net income | — | — | 37 | — | — | 37 | 26 | 63 |
| Other comprehensive income (loss), net of tax | — | — | — | — | 2 | 2 | (11) | (9) |
| Total comprehensive income | — | — | 37 | — | 2 | 39 | 15 | 54 |
| Capital increase | — | — | — | — | — | — | 633 | 633 |
| Stock-based compensation | — | 7 | — | — | — | 7 | — | 7 |
| Repurchases of common stock | — | — | — | (30) | — | (30) | — | (30) |
| Return of capital | — | — | — | — | — | — | (22) | (22) |
| Dividends declared | — | (42) | — | — | — | (42) | (82) | (124) |
| Balance at March 31, 2026 | 21 | 1,117 | (477) | (444) | 630 | 848 | 1,260 | 2,108 |
| Net income | — | — | 33 | — | — | 33 | 23 | 56 |
| Other comprehensive income (loss), net of tax | — | — | — | — | 18 | 18 | (21) | (3) |
| Total comprehensive income | — | — | 33 | — | 18 | 51 | 2 | 53 |
| Capital increase | — | — | — | — | — | — | 1 | 1 |
| Stock-based compensation | — | 7 | — | — | — | 7 | — | 7 |
| Shares issued under stock award plans | — | (3) | — | — | — | (3) | — | (3) |
| Repurchases of common stock | — | — | — | (14) | — | (14) | — | (14) |
| Return of capital | — | — | — | — | — | — | (9) | (9) |
| Dividends declared | — | (43) | — | — | — | (43) | (81) | (123) |
| Balance at June 30, 2026 | 21 | 1,078 | (443) | (458) | 648 | 846 | 1,173 | 2,020 |
Table of Contents
| Common<br>Stock | Additional<br>Paid-In<br>Capital | Retained<br>Earnings<br>(Deficit) | Treasury<br>Stock | Accumulated Other Comprehensive Income (Loss) | Total<br>Brightstar Lottery <br>PLC<br>Equity | Non-<br>Controlling<br>Interests | Total<br>Equity | |
|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2024 | 21 | 1,931 | (660) | (156) | 516 | 1,652 | 409 | 2,061 |
| Net income | — | — | 27 | — | — | 27 | 33 | 60 |
| Other comprehensive (loss) income, net of tax | — | — | — | — | (4) | (4) | 14 | 9 |
| Total comprehensive income (loss) | — | — | 27 | — | (4) | 23 | 47 | 70 |
| Capital increase | — | — | — | — | — | — | 2 | 2 |
| Stock-based compensation | — | 9 | — | — | — | 9 | — | 9 |
| Shares issued under stock award plans | — | (2) | — | — | — | (2) | — | (2) |
| Return of capital | — | — | — | — | — | — | (19) | (19) |
| Dividends declared | — | (40) | — | — | — | (40) | (86) | (126) |
| Balance at March 31, 2025 | 21 | 1,898 | (633) | (156) | 512 | 1,642 | 353 | 1,994 |
| Net (loss) income | — | — | (58) | — | — | (58) | 38 | (20) |
| Other comprehensive (loss) income, net of tax | — | — | — | — | (7) | (7) | 20 | 13 |
| Total comprehensive (loss) income | — | — | (58) | — | (7) | (65) | 57 | (8) |
| Capital increase | — | — | — | — | — | — | 180 | 180 |
| Stock-based compensation | — | 5 | — | — | — | 5 | — | 5 |
| Shares issued under stock award plans | — | (10) | — | — | — | (10) | — | (10) |
| Return of capital | — | — | — | — | — | — | (28) | (28) |
| Dividends declared | — | (41) | — | — | — | (41) | (82) | (122) |
| Balance at June 30, 2025 | 21 | 1,852 | (691) | (156) | 505 | 1,531 | 481 | 2,012 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
Table of Contents
Brightstar Lottery PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
1. Description of Business
Brightstar Lottery PLC (the “Parent”), together with its consolidated subsidiaries (collectively referred to as “Brightstar” the “Company,” “we,” “our,” or “us”), is a global leader in lottery focused on innovation and forward-thinking strategies and solutions, building on our renowned expertise in delivering secure technology and producing reliable, comprehensive solutions for our customers. As a pure-play global lottery company, our best-in-class lottery operations, retail and digital solutions, and award-winning lottery games enable our customers to achieve their goals, responsibly entertain players, and distribute meaningful benefits to communities. Brightstar has a well-established local presence and is a trusted partner to governments and regulators around the world, creating value by adhering to the highest standards of service, integrity, and responsibility.
On July 1, 2025, the Company completed the sale of the Gaming & Digital business (“IGT Gaming”) to a holding company (the “Buyer”) owned by funds managed by affiliates of Apollo Global Management, Inc. (the “Apollo Funds”), pursuant to the definitive agreements (the “Transaction Agreements”) entered into on July 26, 2024. As further described in Note 11 - Discontinued Operations, IGT Gaming met the criteria to be reported as a discontinued operation during the third quarter of 2024. As a result, IGT Gaming is presented in the Condensed Consolidated Financial Statements as a discontinued operation.
2. Summary of Significant Accounting Policies
Basis of Preparation
The accompanying Condensed Consolidated Financial Statements and notes of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these interim financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements, but reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the interim period results. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on February 24, 2026 (the “2025 Form 20-F”).
Our Condensed Consolidated Financial Statements are stated in millions of United States (“U.S.”) dollars, except per share data or unless otherwise indicated, and are computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. Percentages and earnings per share amounts presented are calculated from the underlying unrounded amounts.
Changes in Presentation
In the presentation of our Condensed Consolidated Financial Statements, certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications were made to improve comparability from period to period, align with evolving presentation practices, and enhance the clarity and usefulness of our financial statement disclosures. The reclassifications did not affect previously reported results of operations, financial position, or cash flows.
During the fourth quarter of 2025, the Company elected to change the presentation of certain cash flows on its Consolidated Statement of Cash Flows by reclassifying changes in liabilities related to cash held for the benefit of others from operating activities to financing activities, reflected within the caption Funds payable and amounts due to others. The Company concluded these cash flows are more appropriately classified as financing activities because they represent changes in amounts owed to others rather than operating working capital. Prior‑period comparative amounts have been recast to conform to the current‑period presentation. This reclassification did not affect previously reported total cash balances or the Condensed Consolidated Statements of Operations and Comprehensive Income, Balance Sheets, or Statements of Shareholders’ Equity.
Table of Contents
Use of Estimates
The preparation of our Condensed Consolidated Financial Statements requires us to make estimates, judgments, and assumptions which affect the reported amounts of assets, liabilities, equity, revenues and expenses, and related disclosure of contingent liabilities. We evaluate our estimates, judgments, and methodologies on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenues and expenses. Accordingly, actual results and outcomes could differ from those estimates.
Significant Accounting Policies
There have been no material changes to our significant accounting policies described in Note 2 - Summary of Significant Accounting Policies, in our 2025 Form 20-F.
Accounting Pronouncements
The Company closely monitors all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) and other authoritative guidance. During the six months ended June 30, 2026, there were no ASUs issued that are expected to have a significant effect on the Condensed Consolidated Financial Statements. Additionally, there were no ASUs adopted during the six months ended June 30, 2026 with a significant effect on the Condensed Consolidated Financial Statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from revenue transactions. The amendments are effective for annual periods beginning after December 15, 2025. The ASU also introduces related disclosure requirements for entities that elect the practical expedient or accounting policy election. We adopted ASU 2025-05 on January 1, 2026 and did not elect the practical expedient. This ASU does not have a material impact on our consolidated financial statements.
Segment Information
The Company operates and manages its continuing operations business as a single segment for the purposes of assessing performance and making operating decisions. We are a pure-play lottery business that derives revenues from providing sales, operations, product development, technology, and support to worldwide traditional lottery and iLottery customers.
The chief operating decision maker (“CODM”) reviews net income, as reported in the condensed consolidated financial results from continuing operations, when making decisions about allocating resources and evaluating financial performance. The CODM uses net income to evaluate the overall capital allocation strategy in deciding whether to reinvest profits into capital expenditures, or into other parts of the business such as paying down debt, paying dividends, or for acquisitions.
The Company’s segment information for interim periods is prepared on the same basis as annual segment information.
Table of Contents
3. Revenue Recognition
Disaggregation of Revenue
The following table summarizes revenue disaggregated by the source of revenue:
| For the three months ended June 30, | For the six months ended June 30, | |||
|---|---|---|---|---|
| ($ in millions) | 2026 | 2025 | 2026 | 2025 |
| Operating and facilities management contracts | 634 | 629 | 1,279 | 1,222 |
| Upfront license fee amortization | (100) | (53) | (201) | (101) |
| Operating and facilities management contracts (includes amortization of upfront license fees) | 534 | 576 | 1,078 | 1,121 |
| Systems, software, and other | 16 | 12 | 30 | 25 |
| Service revenue (includes amortization of upfront license fees) | 550 | 588 | 1,108 | 1,146 |
| Product sales | 34 | 42 | 63 | 68 |
| Total revenue | 584 | 631 | 1,171 | 1,214 |
Contract Balances
Contract assets reflect revenue recognized in advance of invoicing our customer. The amount of contract assets, which is included within Other current assets and Other non-current assets in the Condensed Consolidated Balance Sheets, was $65 million and $57 million at June 30, 2026 and December 31, 2025, respectively.
Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The amount of contract liabilities, which is included within Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets, was $55 million and $62 million at June 30, 2026 and December 31, 2025, respectively.
The amount of revenue recognized during the six months ended June 30, 2026 that was included in the contract liabilities balance at the beginning of the period was $18 million.
Transaction Price Allocated to Remaining Performance Obligations
At June 30, 2026, the transaction price allocated to unsatisfied performance obligations for contracts expected to be greater than one year, or performance obligations for which we do not have a right to consideration from the customer in the amount that corresponds to the value to the customer for our performance completed to date, variable consideration which is not accounted for in accordance with the sales-based or usage-based royalties guidance, or contracts which are not wholly unperformed, is approximately $821 million. Of this amount, we expect to recognize as revenue approximately 27% within the next 12 months, approximately 32% between 13 and 36 months, approximately 24% between 37 and 60 months, and the remaining balance through July 9, 2036.
4. Trade and Other Receivables
Trade and Other Receivables, net
Trade and other receivables are recorded at amortized cost, net of allowance for credit losses, and represent a contractual right to receive money on demand or on fixed or determinable dates that are typically short-term with payment due within 90 days or less.
| ($ in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Trade and other receivables, gross | 467 | 527 |
| Allowance for credit losses | (1) | (1) |
| Trade and other receivables, net | 466 | 526 |
(1) As of and for the six months ended June 30, 2026 and the year ended December 31, 2025, balances and activity related to the allowance for credit losses were immaterial.
Table of Contents
We enter into various factoring agreements with third-party financial institutions to sell certain of our trade receivables. We factored trade receivables of $264 million and $440 million during the six months ended June 30, 2026 and year ended December 31, 2025, respectively, under these factoring arrangements. The cash received from these arrangements is reflected as net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. In certain of these factoring arrangements, for ease of administration, we will collect customer payments related to the factored gross receivables, including our trade receivables, which we then remit to the financial institutions. At June 30, 2026 and December 31, 2025, we had $78 million and $149 million, respectively, that was collected on behalf of the financial institutions and recorded as other current liabilities in the Condensed Consolidated Balance Sheets. The net cash flows relating to these collections are reported as financing activities in the Condensed Consolidated Statements of Cash Flows.
5. Inventories, net
| ($ in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Raw materials | 31 | 28 |
| Work in progress | 3 | 2 |
| Finished goods | 100 | 90 |
| Inventories, gross | 134 | 120 |
| Excess and obsolescence reserve | (2) | (4) |
| Inventories, net | 132 | 116 |
6. Other Assets
Other Current Assets
| ($ in millions) | Notes | June 30, 2026 | December 31, 2025 |
|---|---|---|---|
| Income taxes receivable | 50 | 43 | |
| Prepaid expenses | 48 | 47 | |
| Receivable from Buyer | 11 | 21 | 47 |
| Contract assets | 3 | 17 | 12 |
| Other | 50 | 45 | |
| Other current assets | 186 | 193 |
Other Non-Current Assets
| ($ in millions) | License Term | Amortization Start Date (1) | Notes | June 30, 2026 | December 31, 2025 |
|---|---|---|---|---|---|
| Upfront license fees, net: | |||||
| Italian Lotto | 9 years | December 2025 | 2,376 | 2,596 | |
| Scratch & Win license fee, net | 9 years | October 2019 | 228 | 287 | |
| New Jersey license fee, net | 15 years, 9 months | October 2013 | 26 | 31 | |
| Indiana license fee, net | 16 years, 1 month | June 2015 | 5 | 5 | |
| Rhode Island license fee, net | 20 years, 6 months | January 2023 | 3 | 3 | |
| 2,638 | 2,922 | ||||
| Finance lease right-of-use assets | 86 | 20 | |||
| Investments valued at equity | 70 | 65 | |||
| Contract assets | 3 | 48 | 45 | ||
| Deferred income taxes | 37 | 40 | |||
| Other | 36 | 37 | |||
| Other non-current assets | 2,915 | 3,130 |
(1) Upfront license fees are amortized on a straight-line basis.
Table of Contents
Italian Lotto License
On July 16, 2025, the Company was notified by the Agenzia delle Dogane e dei Monopoli (“ADM”) that LottoItalia, a consortium comprised of Allwyn, Arianna 2001, Novomatic Italia, and led by Brightstar, had been awarded the Italian Lotto license, effective as of December 1, 2025. The Italian Lotto license has a term of nine years beginning December 1, 2025. The first two installments of €500 million ($579 million) and €300 million ($347 million) were paid in July 2025 and November 2025, respectively. On April 24, 2026, LottoItalia paid the final installment of €1,430 million ($1,675 million).
- Restructuring
OPtiMa 3
During the third quarter of 2024, we initiated a multi-phase restructuring plan (“OPtiMa 3”) to realign and optimize our cost structure due to the ending of the TSA period after the two Italian dispositions (Italian gaming B2C businesses & Italian commercial services business) and the sale of IGT Gaming. The multi-phase plan is focused on realigning and optimizing our global workforce, reducing and optimizing our real estate footprint given our hybrid workforce and headcount reductions, and reducing other indirect costs previously incurred due to a larger business portfolio.
OPtiMa 3.1 and OPtiMa 3.2 commenced in the third quarter of 2024 and the second quarter of 2025, respectively. Cash payments associated with these programs are expected to be made through 2032.
During the second quarter of 2026, we initiated the third and final phase of OPtiMa 3 (“OPtiMa 3.3”) focused on changes to our management structure, including a reduction in executive and other senior leadership layers, the consolidation of similar functions, the ceasing of certain consulting arrangements, and the optimization of our global real estate footprint (primarily in the U.K. & Rhode Island). The plan is expected to be substantially completed within approximately one year. During the quarter ended June 30, 2026, in connection with the actions committed as of that date, we recorded $8 million of one-time termination benefits and related employee costs under the plan. We expect to incur additional severance and related employee costs as further actions under the plan are identified, committed, and communicated to affected employees, such that total costs under OPtiMa 3.3 are expected to range from approximately $15 million to $20 million. Costs under OPtiMa 3.3 will consist primarily of one-time termination benefits, contractual termination benefits provided under pre-existing employment agreements, and other post-employment benefits, each relating to severance and related employee costs.
OPtiMa 3.3 is expected to generate annualized cost savings of up to approximately $20 million by 2028 with initial savings from the reduction in our global footprint starting in 2027 of about $3 million. Cash payments associated with OPtiMa 3.3 are expected to be made primarily through 2027. All OPtiMa 3.3 liabilities relate to severance and related employee costs.
The following table summarizes consolidated restructuring expense for all restructuring programs by type of cost:
| For the three months ended June 30, | For the six months ended June 30, | |||
|---|---|---|---|---|
| ($ in millions) | 2026 | 2025 | 2026 | 2025 |
| Severance and Related Employee Costs | 6 | 21 | 6 | 21 |
| Total | 6 | 21 | 6 | 21 |
Table of Contents
Rollforward of Restructuring Liability
The following table presents the activity in the restructuring liability under the above and other ongoing plans for the six months ended June 30, 2026:
| OPtiMa 3 Plan | |||||
|---|---|---|---|---|---|
| ($ in millions) | OPtiMa 3.1 | OPtiMa 3.2 | OPtiMa 3.3 | 2021 Italian Workforce Redundancies | Total |
| Balance at beginning of period | 11 | 26 | — | 13 | 49 |
| Restructuring expense, net | — | — | 8 | — | 8 |
| Cash payments | (4) | (1) | — | (2) | (7) |
| Other adjustments, net(1) | — | (3) | — | — | (4) |
| Balance at end of period | 6 | 22 | 8 | 10 | 46 |
| Cumulative expense | 37 | 27 | 8 | 32 | 104 |
(1) Includes an OPtiMa 3.2 reduction of $2 million due to lower than estimated expenses and foreign currency translation adjustments.
All liabilities are related to severance and related employee costs.
8. Debt
The Company’s debt obligations consist of the following:
| June 30, 2026 | December 31, 2025 | ||||||
|---|---|---|---|---|---|---|---|
| ($ in millions) | Principal | Debt <br>issuance<br>cost, net | Total | Principal | Debt <br>issuance<br>cost, net | Total | |
| 2.375% Senior Secured Euro Notes due April 2028 | 570 | (1) | 568 | 588 | (2) | 586 | |
| 5.250% Senior Secured U.S. Dollar Notes due January 2029 | 750 | (3) | 747 | 750 | (3) | 747 | |
| 4.250% Senior Secured Euro Notes due March 2030 | 570 | (5) | 564 | 588 | (6) | 581 | |
| 5.750% Senior Secured U.S. Dollar Notes due January 2033 | 750 | (7) | 743 | 750 | (8) | 742 | |
| Senior Secured Notes | 2,639 | (16) | 2,623 | 2,675 | (18) | 2,657 | |
| Euro Term Loan Facilities due January 2027 | — | — | — | 235 | (1) | 234 | |
| Euro Term Loan Facilities due September 2030 | 1,139 | (5) | 1,135 | 1,175 | (6) | 1,169 | |
| Revolving Credit Facility A due March 2031 | — | — | — | — | — | — | |
| Revolving Credit Facility B due March 2031 | 604 | (8) | 597 | — | — | — | |
| Long-term debt, less current portion | 4,383 | (29) | 4,354 | 4,085 | (25) | 4,060 | |
| Euro Term Loan Facilities due January 2027 | — | — | — | 118 | — | 118 | |
| Current portion of long-term debt | — | — | — | 118 | — | 118 | |
| Total debt | 4,383 | (29) | 4,354 | 4,203 | (25) | 4,178 |
At June 30, 2026, $6 million of debt issuance costs, net for the Revolving Credit Facilities with no outstanding borrowings was recorded as Other non-current assets in the Condensed Consolidated Balance Sheets. At December 31, 2025, there were $8 million of debt issuance costs, net recorded as Other non-current assets in the Condensed Consolidated Balance Sheets.
Table of Contents
The principal amount of long-term debt maturing over the next five years and thereafter, as of June 30, 2026, is as follows ($ in millions):
| Year | U.S. Dollar Denominated | Euro Denominated | Total |
|---|---|---|---|
| Remainder of 2026 | — | — | — |
| 2027 | — | 228 | 228 |
| 2028 | — | 798 | 798 |
| 2029 | 750 | 228 | 978 |
| 2030 | — | 1,025 | 1,025 |
| 2031 and thereafter | 750 | 604 | 1,354 |
| Total principal amounts | 1,500 | 2,883 | 4,383 |
At June 30, 2026 and December 31, 2025, we were in compliance with all covenants under our outstanding debt agreements.
Revolving Credit Facilities and Term Loan Facilities
In March 2026, Brightstar Lottery PLC, together with certain of its subsidiaries, entered into a senior secured multicurrency revolving credit facilities agreement expiring March 2031 (the “RCF Agreement”) providing for a $650 million credit facility and €1.0 billion credit facility (the “Revolving Credit Facilities”). The Revolving Credit Facilities, effective April 2026, may be used for general corporate purposes. Borrowings under the U.S. Dollar facility bear interest at a rate based on Term SOFR, and borrowings under the Euro facility bear interest at a rate based on EURIBOR, in each case plus an applicable margin. The applicable margin is subject to adjustment based on the Company’s public credit ratings. Certain of Brightstar Lottery PLC’s subsidiaries are also required to pay commitment fees on undrawn amounts and other fees customary for facilities of this type.
The RCF Agreement contains a maximum net leverage ratio covenant and a minimum interest coverage ratio covenant and customary non-financial affirmative and negative covenants. The obligations under the RCF Agreement are senior secured and rank pari passu with the Company’s other senior secured indebtedness. The obligations are guaranteed by Brightstar Lottery PLC and certain of its subsidiaries, subject to agreed guarantor coverage thresholds based on consolidated assets and adjusted EBITDA (as defined in the RCF Agreement), and are secured by the shares of Brightstar Lottery S.p.A., certain intercompany loans with principal balances in excess of $10 million, and certain accounts receivable, subject to agreed exclusions.
In connection with the entry into the RCF Agreement, the Company cancelled both Revolving Credit Facility A due July 2027 and Revolving Credit Facility B due July 2027. Additionally, the Company amended certain provisions of the Euro Term Loan Facilities due September 2030 to align such provisions under the RCF Agreement.
In April 2026, the Company used the proceeds from borrowings under the RCF Agreement to prepay and cancel the remaining €200 million outstanding principal amount, together with accrued interest and related fees, under the Euro Term Loan Facilities due January 2027.
Fair Value of Debt
Debt is categorized within Level 2 of the fair value hierarchy. Senior Secured Notes are valued using quoted market prices or dealer quotes for the identical financial instrument when traded as an asset in markets that are not active. All other debt is valued using current interest rates, excluding the effect of debt issuance costs. The table below excludes short-term borrowings.
| ($ in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Carrying value | 4,354 | 4,178 |
| Fair value | 4,349 | 4,181 |
Table of Contents
Interest Expense, net
| For the three months ended June 30, | For the six months ended June 30, | |||
|---|---|---|---|---|
| ($ in millions) | 2026 | 2025 | 2026 | 2025 |
| Senior Secured Notes | 31 | 32 | 62 | 64 |
| Term Loan Facilities | 11 | 11 | 24 | 15 |
| Revolving Credit Facilities | 7 | 9 | 10 | 21 |
| Other | 2 | — | 3 | 1 |
| Interest expense | 52 | 52 | 100 | 101 |
| Interest income | (2) | (4) | (8) | (7) |
| Interest expense, net | 49 | 49 | 92 | 94 |
- Commitments and Contingencies
Legal Proceedings
From time to time, the Parent and/or one or more of its subsidiaries are party to legal, regulatory, or administrative proceedings regarding, among other matters, claims by and against us, and injunctions by third parties arising out of the ordinary course of business or its other business activities. Licenses are also subject to legal challenges by competitors seeking to annul awards made to the Company. The Parent and/or one or more of its subsidiaries are also, from time to time, subjects of, or parties to, ethics and compliance inquiries and investigations related to the Company’s ongoing operations. Legal proceedings that were previously disclosed may no longer be reported because, as a result of the rulings in the case, settlements, changes in our business, or other developments, in our judgment, they are no longer material to the Company’s business, financial position, or results of operations.
At June 30, 2026, provisions for all legal proceedings were $3 million. With respect to legal proceedings where we have determined that an incremental loss is reasonably possible but we are unable to determine an estimate of that reasonably possible loss in excess of amounts already accrued, no additional amounts have been accrued, given the uncertainties of litigation and the inherent difficulty of predicting the outcome of legal proceedings.
10. Income Taxes
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($ in millions, except percentages) | 2026 | 2025 | 2026 | 2025 | ||||
| Income (loss) before provision for income taxes | 63 | (10) | 155 | 46 | ||||
| Provision for income taxes | 7 | 50 | 36 | 97 | ||||
| Effective income tax rate (1) | 11.5 | % | (482.6) | % | 23.2 | % | 212.9 | % |
(1) Determined using an estimated annual effective income tax rate.
The effective income tax rate for the three and six months ended June 30, 2026 of 11.5% and 23.2%, respectively differed from the U.K. statutory rate of 25.0% primarily due to operating losses in the Parent in which we do not receive a tax benefit and foreign rate differential offset by a settlement of an uncertain tax position.
The effective income tax rate for the three and six months ended June 30, 2025 of (482.6)% and 212.9%, respectively differed from the U.K. statutory rate of 25.0% primarily due to operating losses in jurisdictions in which we do not receive a tax benefit, foreign rate differential, and the impact of the international provisions of the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act").
At June 30, 2026, and December 31, 2025, we had reserves for uncertain tax positions of $18 million and $25 million, respectively.
At June 30, 2026, and December 31, 2025, interest and penalties were accrued for uncertain tax positions of $6 million and $32 million, respectively.
Table of Contents
U.S. Tax Update
On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted in the U.S. The legislation introduces a range of significant tax measures, such as the permanent extension of certain expiring provisions of the Tax Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business-related tax items. The OBBBA includes multiple effective dates, with certain provisions applicable beginning in 2025 and others phased in through 2027. While we expect certain provisions of the OBBBA to change the timing of cash tax payments in the current year and future years, we do not expect the legislation to have a material impact on our consolidated financial statements.
Uncertain Tax Position Update
During the second quarter of 2026, the Company reached a settlement with the Mexican Tax Authority related to a previously reserved uncertain tax position. As a result of the settlement, the Company reduced its liability for unrecognized tax positions, including interest and penalties, by approximately $17 million. The impact of the settlement was recognized as a discrete tax benefit in the current period. Payment of the settlement amount was made on July 10, 2026.
- Discontinued Operations and Assets Held for Sale
On July 1, 2025, the Company completed the sale of IGT Gaming pursuant to the Transaction Agreements with Apollo Funds, whereby IGT Gaming and Everi were simultaneously acquired in the Transaction. Total consideration, net of $134 million of cash and restricted cash transferred, was $4.1 billion and resulted in a pre-tax gain on sale of $112 million ($77 million net of $35 million of income taxes related to the internal separations). The consideration is inclusive of a $21 million receivable from the Buyer, as of June 30, 2026, which will be collected through 2027.
Shown below is the summarized statement of operations and selected cash flows for the IGT Gaming discontinued operations:
| For the three months ended June 30, | For the six months ended June 30, | |
|---|---|---|
| ($ in millions) | 2025 | 2025 |
| Total revenue | 402 | 796 |
| Total cost of revenue | 155 | 290 |
| General and administrative | 87 | 172 |
| Interest expense, net (1) | 19 | 38 |
| Other expense, net | 73 | 149 |
| Income from discontinued operations before provision for income taxes | 68 | 146 |
| Provision for income taxes | 29 | 55 |
| Income from discontinued operations, net of tax | 40 | 92 |
| Less: Net income attributable to non-controlling interests from discontinued operations | 2 | 4 |
| Income from discontinued operations attributable to Brightstar Lottery PLC | 38 | 88 |
(1) Includes interest expense allocated to discontinued operations for contractual and planned repayments related to $2 billion of debt that is required to be repaid as a result of the Transaction, within six months of the closing date, in accordance with our Revolving Credit Facilities and Term Loan Facilities agreements.
Continuing Involvement
The Company has continuing involvement with IGT Gaming through the licensing or sublicensing of certain software, brands, and intellectual property to one another, which are subject to expiration based on the underlying contractual or statutory terms.
With respect to the Company’s 60.0% ownership in Rhode Island VLT Company LLC (“RI VLT”), we retained our ownership interest, but entered into a management contract with IGT Gaming transferring the economic benefits to IGT Gaming.
The Parent guarantees a lease between IGT Gaming (lessee) and a third-party lessor, which expires on September 30, 2032. As of June 30, 2026, the maximum exposure under the guarantee for base rent under the lease is $94 million. Our exposure is partially offset by the stated amount of a letter of credit issued by a bank on behalf of IGT Gaming for the benefit of the Parent. On an annual basis IGT Gaming is obligated to cause the term of the letter of credit to be extended and the stated amount to be increased by three percent. As of June 30, 2026, the Parent’s liability is $10 million, which is included within Other current liabilities and Other non-current liabilities in the Condensed Consolidated Balance Sheets.
Table of Contents
| For the six months ended June 30, | |
|---|---|
| Selected Cash Flows from Discontinued Operations ($ millions) | 2025 |
| Depreciation and amortization | — |
| Cash paid during the period for: | |
| Interest | 49 |
| Income taxes | 50 |
| Capital expenditures | 93 |
| Payments on license obligations | 137 |
12. Shareholders' Equity
Dividends
In the second quarter of 2026, the Board of Directors of the Parent (the “Board”) declared a quarterly cash dividend of $0.23 per share, paid on June 11, 2026.
On July 30, 2026, the Board declared a quarterly cash dividend of $0.23 per share. The dividend, of approximately $42 million in the aggregate, is payable on September 1, 2026, to shareholders of record on August 18, 2026. Future dividends are subject to Board approval.
Share Repurchase Program
On and effective as of July 1, 2025, the Board authorized a $500 million share repurchase program (the “Program”), which superseded and replaced prior authorizations. The Program authorizes the Parent to repurchase, from time to time during a period of two years from its approval, up to an aggregate of $500 million of the Parent’s outstanding ordinary shares through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 or through privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.
As part of the Program, in 2025, the Parent executed an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase an aggregate of $250 million of the Parent’s ordinary shares. Under the ASR Agreement, the Parent paid $250 million at inception and upon completion of the ASR Agreement received an aggregate of approximately 15.2 million ordinary shares.
On November 7, 2025, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $50 million of the Parent’s outstanding ordinary shares under the Program. The SEC Rule 10b5-1 trading plan was completed on February 2, 2026, in which the Parent repurchased an aggregate of approximately 3.3 million ordinary shares.
From May 22, 2026 to June 22, 2026, the Parent repurchased approximately 1.2 million ordinary shares for an aggregate purchase price of $14 million in accordance with SEC Rule 10b-18.
On June 16, 2026, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $10 million of the Parent’s outstanding ordinary shares under the Program. Pursuant to the SEC Rule 10b5-1 trading plan, repurchases commenced on July 16, 2026. As of July 31, 2026, the Parent repurchased 0.9 million ordinary shares for an aggregate purchase price of $10 million.
As of June 30, 2026, the Company has purchased approximately 19.8 million shares in the aggregate under the Program, and had $186 million remaining available under the Program. Under previous programs, the Company purchased approximately 6.9 million shares. All repurchased shares are held as Treasury Stock.
Table of Contents
Accumulated Other Comprehensive Income (“AOCI”)
The following tables detail the changes in AOCI:
| For the three months ended June 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Unrealized Gain (Loss) on: | AOCI | |||||
| ($ in millions) | Foreign<br>Currency<br>Translation | Hedges | Other | Total | Attributable <br>to non-controlling<br>interests | Attributable to<br>Brightstar <br>Lottery PLC |
| Balance at March 31, 2026 | 589 | 1 | 3 | 593 | 37 | 630 |
| Change during period | (4) | 1 | — | (2) | 21 | 19 |
| OCI | (4) | 1 | — | (3) | 21 | 18 |
| Balance at June 30, 2026 | 586 | 1 | 3 | 590 | 58 | 648 |
| For the three months ended June 30, 2025 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Unrealized Gain (Loss) on: | AOCI | |||||
| ($ in millions) | Foreign<br>Currency<br>Translation | Hedges | Other | Total | Attributable <br>to non-controlling<br>interests | Attributable to<br>Brightstar <br>Lottery PLC |
| Balance at March 31, 2025 | 464 | (5) | 3 | 463 | 49 | 512 |
| Change during period | 17 | (6) | — | 11 | (20) | (8) |
| Tax effect | — | 1 | — | 1 | — | 1 |
| OCI | 17 | (5) | — | 13 | (20) | (7) |
| Balance at June 30, 2025 | 482 | (10) | 3 | 475 | 29 | 505 |
| For the six months ended June 30, 2026 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Unrealized Gain (Loss) on: | AOCI | |||||
| ($ in millions) | Foreign<br>Currency<br>Translation | Hedges | Other | Total | Attributable <br>to non-controlling<br>interests | Attributable to<br>Brightstar <br>Lottery PLC |
| Balance at December 31, 2025 | 600 | (1) | 3 | 602 | 26 | 628 |
| Change during period | (14) | 4 | — | (10) | 32 | 22 |
| Reclassified to operations | (1) | — | — | (1) | — | (1) |
| Tax effect | — | (1) | — | (1) | — | (1) |
| OCI | (14) | 3 | — | (11) | 32 | 20 |
| Balance at June 30, 2026 | 586 | 1 | 3 | 590 | 58 | 648 |
| For the six months ended June 30, 2025 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Unrealized Gain (Loss) on: | AOCI | |||||
| ($ in millions) | Foreign<br>Currency<br>Translation | Hedges | Other | Total | Attributable <br>to non-controlling<br>interests | Attributable to<br>Brightstar <br>Lottery PLC |
| Balance at December 31, 2024 | 452 | (2) | 3 | 453 | 63 | 516 |
| Change during period | 29 | (9) | — | 20 | (33) | (13) |
| Tax effect | — | 2 | — | 2 | — | 2 |
| OCI | 29 | (7) | — | 22 | (33) | (11) |
| Balance at June 30, 2025 | 482 | (10) | 3 | 475 | 29 | 505 |
Table of Contents
13. Earnings Per Share
The following table presents the computation of basic and diluted income per share of common stock:
| For the three months ended June 30, | For the six months ended<br>June 30, | |||
|---|---|---|---|---|
| ($ and shares in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 |
| Numerator: | ||||
| Net income (loss) from continuing operations attributable to Brightstar Lottery PLC | 33 | (96) | 70 | (119) |
| Net income from discontinued operations attributable to Brightstar Lottery PLC | — | 38 | — | 88 |
| Net income (loss) attributable to Brightstar Lottery PLC | 33 | (58) | 70 | (31) |
| Denominator: | ||||
| Weighted-average shares - basic | 185 | 203 | 185 | 203 |
| Incremental shares under stock-based compensation plans | 1 | — | 1 | — |
| Weighted-average shares - diluted | 186 | 203 | 187 | 203 |
| Per Common Share Data | ||||
| Net income (loss) from continuing operations attributable to Brightstar Lottery PLC | ||||
| Basic | 0.18 | (0.47) | 0.38 | (0.59) |
| Diluted | 0.18 | (0.47) | 0.37 | (0.59) |
| Net income from discontinued operations attributable to Brightstar Lottery PLC | ||||
| Basic | — | 0.19 | — | 0.43 |
| Diluted | — | 0.19 | — | 0.43 |
| Net income (loss) attributable to Brightstar Lottery PLC | ||||
| Basic | 0.18 | (0.29) | 0.38 | (0.15) |
| Diluted | 0.18 | (0.29) | 0.37 | (0.15) |
During periods when we are in a net loss position, certain outstanding stock options and unvested restricted stock awards are excluded from the computation of diluted earnings per share because including them would have had an antidilutive effect.
There were nominal stock options and unvested restricted stock awards excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2026, as their inclusion would have had an antidilutive effect. There were 2 million stock options and unvested restricted stock awards excluded for the three and six months ended June 30, 2025.
Table of Contents
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations is intended to provide information that will assist the reader in understanding the Company’s Condensed Consolidated Financial Statements, the changes in certain key items in those financial statements between select periods and the primary factors that accounted for those changes. In addition, we discuss how certain accounting principles, policies and critical estimates affect our Condensed Consolidated Financial Statements.
The following discussion includes certain forward-looking statements. Actual results may differ materially from those discussed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report, including on page 3 under the heading “Forward-Looking Statements”, and in “Item 3.D. Risk Factors” and the “Forward-Looking Statements” safe harbor under the Private Securities Litigation Reform Act of 1995 (the “Forward-Looking Statements Safe Harbor”) included in the Company's 2025 Form 20-F. As used in this Item 2, the terms “we,” “our,” “us,” and the “Company” refer to Brightstar Lottery PLC together with its consolidated subsidiaries, and “Parent” refers to Brightstar Lottery PLC.
Amounts reported in millions are computed based on the amounts in thousands. Certain amounts in columns and rows within tables may not foot due to rounding. Percentages presented are calculated from the underlying unrounded amounts.
Business Overview
Brightstar is a global leader in lottery focused on innovation and forward-thinking strategies and solutions, building on our renowned expertise in delivering secure technology and producing reliable, comprehensive solutions for our customers. As a pure-play global lottery company, our best-in-class lottery operations, retail and digital solutions, and award-winning lottery games enable our customers to achieve their goals, responsibly entertain players, and distribute meaningful benefits to communities. The Company has a well-established local presence and is a trusted partner to governments and regulators around the world, creating value by adhering to the highest standards of service, integrity, and responsibility.
The Company operates and provides an integrated portfolio of innovative lottery solutions, including lottery management services and instant lottery systems. The Company operates a worldwide land-based lottery and iLottery business, including sales, operations, product development, technology, and support, and is a leading iLottery platform provider globally. The Company is supported by central corporate support functions, including finance, people and culture, legal, corporate communications, and strategy and corporate development.
On July 1, 2025, the Company completed the sale of the Gaming & Digital business (“IGT Gaming”) to a holding company (the “Buyer”) owned by funds managed by affiliates of Apollo Global Management, Inc. (the “Apollo Funds”). The financial results of IGT Gaming have been reflected as discontinued operations in our Condensed Consolidated Statements of Operations for the relevant periods.
Key Factors Affecting Operations and Financial Condition
The Company’s worldwide operations can be affected by industrial, economic, and political factors on both a regional and global level. The tightening of monetary policy by central banks, increased deficit projections in the U.S., changes in inflation rates, and the ongoing conflicts between Russia and Ukraine and various Middle Eastern conflicts, increased energy costs, and other macroeconomic factors have caused disruptions and uncertainty in the global economy, including rising interest rates, increased inflationary pressures, foreign exchange rate fluctuations, potential cybersecurity risks, and exacerbated supply chain challenges. However, these events did not have a material impact on our supply chain or our results of operations during the six months ended June 30, 2026. The extent to which our business, or the business of our suppliers or manufacturers, will be impacted in the future is unknown. We will continue to monitor the effects of these events, as well as the evolving trade disputes involving the U.S. and other countries, which could raise the prices of certain consumer goods, on our business and our results of operations.
Table of Contents
Critical Accounting Estimates
The Company’s Condensed Consolidated Financial Statements are prepared in conformity with GAAP which require the use of estimates, judgments, and assumptions that affect the carrying amount of assets and liabilities and the amounts of income and expenses recognized. The estimates and underlying assumptions are based on information available at the date that the financial statements are prepared, on historical experience, judgments, and assumptions considered to be reasonable and realistic. There have been no material changes to the critical accounting estimates previously disclosed in the Company’s 2025 Form 20-F.
The areas that require greater subjectivity of management in making estimates and judgments and where a change in such underlying assumptions could have a significant impact on the Company’s Condensed Consolidated Financial Statements are fully described in “Item 1. Notes to the Condensed Consolidated Financial Statements (Unaudited)—Note 2. Summary of Significant Accounting Policies” included herein.
Results of Operations
Comparison of 2026 and 2025
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||
| ($ in millions, except per share amounts) | $ | $ | $ | % | $ | $ | $ | % |
| Total revenue | 584 | 631 | (47) | -7 | 1,171 | 1,214 | (43) | -4 |
| Income (loss) from continuing operations | 56 | (60) | 116 | +194 | 119 | (52) | 171 | > +200 |
| Diluted: Net income (loss) from continuing operations attributable to Brightstar Lottery PLC per common share | 0.18 | (0.47) | 0.65 | +138 | 0.37 | (0.59) | 0.96 | +163 |
Total revenue for the three months ended June 30, 2026 decreased $47 million primarily driven by an increase in the quarterly amortization of upfront license fees for the Italian Lotto license and the transition of the U.K. contract to a new provider, partially offset by higher revenue from operating and facilities management contracts as a result of higher U.S. multi-state jackpot (“U.S. MSJP”) activity and instant ticket and draw-game same-store sales growth in Italy.
Total revenue for the six months ended June 30, 2026 decreased $43 million primarily driven by an increase in the amortization of upfront license fees for the Italian Lotto license and the transition of the U.K. contract to a new provider partially offset by an increase in revenue from operating and facilities management contracts as a result of higher U.S. MSJP activity, instant ticket and draw-game same-store sales growth in Italy, reduction in liquidated damages due to higher than normal activity in prior period, increased revenue attributable to the lottery management agreements (“LMAs”), and favorable foreign currency impacts.
Income from continuing operations for the three months ended June 30, 2026 increased $116 million primarily driven by a $102 million favorable change in foreign exchange, $42 million reduction in the provision for income taxes, $15 million reduction in restructuring charges, and improvements in the Company’s cost structure as a result of the OPtiMa program. These items were partially offset by a $47 million increase in the amortization of upfront license fees related to the December 2025 commencement of the new Italian Lotto license.
Income from continuing operations for the six months ended June 30, 2026 increased $171 million primarily driven by a $147 million favorable change in foreign exchange, $61 million reduction in the provision for income taxes, and $57 million increase in Operating and facilities management revenue. Improvements in the Company's cost structure as a result of the OPtiMa program also contributed, including a $25 million decline in general and administrative expense and $15 million reduction in restructuring charges. This activity was partially offset by a $100 million increase in the amortization of upfront license fees for the new Italian Lotto license and $33 million in higher cost of services.
Diluted net income per common share for the three months ended June 30, 2026, was $0.18 compared to a diluted net (loss) per common share of ($0.47) for the three months ended June 30, 2025. Brightstar’s portion, net of tax, of service revenue amortization included in diluted net income (loss) per common share increased to $0.23 per common share from $0.11 per common share.
Table of Contents
Diluted net income per common share for the six months ended June 30, 2026, was $0.37 compared to a diluted net (loss) per common share of ($0.59) for the six months ended June 30, 2025. Brightstar’s portion, net of tax, of service revenue amortization included in diluted net income (loss) per common share increased to $0.47 per common share from $0.22 per common share.
Revenues and Key Performance Indicators
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (% on a constant-currency basis)(1) | 2026 | 2025 | 2026 | 2025 | ||||
| Global same-store sales growth(2) | ||||||||
| Instant ticket & draw games | +1.1 | % | +2.6 | % | +1.1 | % | +1.2 | % |
| U.S. MSJP | +11.1 | % | -34.5 | % | +4.7 | % | -41.2 | % |
| Total | +1.5 | % | +0.3 | % | +1.3 | % | -1.8 | % |
| U.S. same-store sales growth | ||||||||
| Instant ticket & draw games | +0.4 | % | +0.6 | % | +0.2 | % | -0.3 | % |
| U.S. MSJP | +11.1 | % | -34.5 | % | +4.7 | % | -41.2 | % |
| Total | +1.1 | % | -2.7 | % | +0.5 | % | -4.8 | % |
| Rest of world same-store sales growth | ||||||||
| Instant ticket & draw games | +5.2 | % | +8.4 | % | +5.5 | % | +6.8 | % |
| Italy same-store sales growth | ||||||||
| Instant ticket & draw games | +1.5 | % | +3.7 | % | +2.3 | % | +1.4 | % |
(1) Constant currency amounts are calculated by applying the prior-year/period exchange rates to current financial data expressed in local currency.
(2) Same-store sales represents wagers, at constant currency, recorded in lottery jurisdictions where we are the operator or facilities management supplier, using the same lottery jurisdictions and perimeter for comparison between periods.
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||
| ($ in millions) | $ | $ | $ | % | $ | $ | $ | % |
| Operating and facilities management contracts | 634 | 629 | 6 | +1 | 1,279 | 1,222 | 57 | +5 |
| Upfront license fee amortization | (100) | (53) | (47) | +90 | (201) | (101) | (100) | +99 |
| Operating and facilities management contracts (includes amortization of upfront license fees) | 534 | 576 | (42) | -7 | 1,078 | 1,121 | (43) | -4 |
| Systems, software, and other | 16 | 12 | 4 | +30 | 30 | 25 | 6 | +23 |
| Service revenue (includes amortization of upfront license fees) | 550 | 588 | (38) | -6 | 1,108 | 1,146 | (37) | -3 |
| Product sales | 34 | 42 | (9) | -20 | 63 | 68 | (5) | -8 |
| Total revenue | 584 | 631 | (47) | -7 | 1,171 | 1,214 | (43) | -4 |
Table of Contents
Service revenue during the quarter from instant ticket & draw games, including U.S. MSJP, remained stable, primarily due to a $15 million reduction from the transition of the U.K. contract to a new provider in August 2025 partially offset by a 1.5% increase in global same-store sales. The increase in global same-store sales was driven by 11.1% growth in U.S. MSJP, 1.5% growth in Italy, and 5.2% growth in Rest of world.
Service revenue from other services increased by $5 million primarily due to a $9 million increase in other revenue and services partially offset by LMAs incentive shortfall that had a $4 million larger impact in Q2 2026 than in the prior-year quarter. The partial recognition of the shortfall in the second quarter of both years was triggered by a lack of significant activity for the U.S. MSJP games (Mega Millions® and Powerball®) over the course of the LMAs’ latest fiscal year (July 2025-June 2026).
Amortization of upfront license fees increased in the second quarter of 2026 related to the higher amortization for the new Italian Lotto license which commenced amortization in December 2025.
Product sales, including the impact of foreign currency, decreased $9 million from the same quarter last year mainly due to a $6 million decrease in terminal sales.
Table of Contents
Service revenue for the six months ended June 30, 2026 from instant ticket & draw games, including U.S. MSJP, increased $2 million primarily due to growth in U.S. MSJP. Instant ticket and draw games same-store sales in Italy and across Rest of world grew 2.3% and 5.5%, respectively, and were partially offset by a reduction in revenues from the transition of the U.K. contract to a new provider in August 2025.
Other services increased by $18 million primarily due to a $12 million increase in other non-sales based services and a $6 million increase in LMA revenue.
Amortization of upfront license fees increased for the first six months of 2026 related to the higher amortization for the new Italian Lotto license which commenced in December 2025.
Product sales, including the impact of foreign currency, decreased $5 million from the same period last year primarily due to a decrease in terminal sales.
Cost of Revenue
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||
| ($ in millions) | $ | $ | $ | % | $ | $ | $ | % |
| Cost of services (excluding D&A) | 285 | 279 | 6 | +2 | 576 | 543 | 33 | +6 |
| Cost of product sales (excluding D&A) | 25 | 34 | (9) | -27 | 48 | 54 | (6) | -11 |
Cost of services (excluding Depreciation and amortization (“D&A”)) for the three months ended June 30, 2026 remained stable compared to the same period last year. Cost of product sales (excluding D&A) decreased by $9 million when compared to the same period last year, largely reflecting changes in the product mix.
Cost of services (excluding D&A) for the six months ended June 30, 2026 increased by $33 million when compared to the same period last year. The increase was primarily driven by higher payroll & benefits, outside services, and postage & freight partially offset by OPtiMa related savings. Cost of product sales (excluding D&A) decreased by $6 million when compared to the same period last year, largely reflecting changes in the product mix partially offset by higher payroll & benefits.
Table of Contents
Other Expenses
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||
| ($ in millions) | $ | $ | $ | % | $ | $ | $ | % | ||||||||||
| General and administrative | 49 | 58 | (10) | -16 | 94 | 120 | (25) | -21 | ||||||||||
| General and administrative expenses for both periods decreased primarily due to value-added tax and insurance recoveries, reduction in employee related costs associated with the OPtiMa program, and reduction in outside services. | Research and development | 14 | 12 | 3 | +24 | 29 | 22 | 6 | +27 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Research and development expenses increased primarily due to an increase in outside services and payroll & benefits as the Company continues to invest in the creation of new and enhanced lottery products and services. | Sales and marketing | 32 | 30 | 2 | +6 | 66 | 63 | 3 | +5 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Sales and marketing expense increased for both periods due to an increase in marketing associated with the new Italian Lotto license partially offset by decreases in incentive compensation and outside services. | ||||||||||||||||||
| Depreciation and amortization | 58 | 54 | 4 | +7 | 111 | 108 | 3 | +3 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Depreciation and amortization expenses for both periods increased primarily due to higher depreciation associated with contract renewals and capitalized assets placed into service with higher cost basis. | ||||||||||||||||||
| Restructuring | 6 | 21 | (15) | -72 | 6 | 21 | (15) | -72 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Restructuring expense decreased due to the initiation of the OPtiMa 3.2 restructuring plan in Q2 2025 partially offset by the initiation of the OPtiMa 3.3 restructuring plan in Q2 2026. | ||||||||||||||||||
| Interest expense, net | 49 | 49 | 1 | +2 | 92 | 94 | (2) | -2 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Net interest expense remained stable in both periods compared to corresponding periods. | Foreign exchange (gain) loss, net | (4) | 99 | (102) | -104 | (16) | 131 | (147) | -112 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Foreign exchange (gain) loss, net principally relates to non-cash fluctuations in the Euro to U.S. dollar exchange rate on internal and external debt due to a strengthening of the U.S. dollar compared to 2025. | Other expense, net | 6 | 5 | 1 | +20 | 10 | 11 | (1) | -8 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Other expense, net remained stable in the quarter compared to the prior corresponding period. | Provision for income taxes | 7 | 50 | (42) | -85 | 36 | 97 | (61) | -63 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| The decrease in provision for income taxes in both periods was primarily attributable to an improved effective tax rate, principally at our Parent, and resolution of an uncertain tax position in Mexico. |
Table of Contents
Liquidity and Capital Resources
Overview
The Company operates a capital-intensive business. The primary sources of liquidity have historically been operating cash flows and, to a lesser extent, financing activities — including available amounts under the Revolving Credit Facilities. Liquidity is used to support:
•Working capital and operating needs
•Debt service obligations
•Acquisitions and related costs
•Capital expenditures and upfront license fees
The Company’s cash flows generated from operating activities together with cash flows generated from financing activities have historically been sufficient to meet the Company's liquidity needs. Combined with funds currently available and committed borrowing capacity, the Company expects to have sufficient liquidity to meet its financial obligations in the ordinary course of business for at least the next 12 months from the date of this report and for the longer-term period thereafter.
At June 30, 2026 and December 31, 2025, the Company's total available liquidity was as follows, respectively:
| ($ in millions) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Revolving Credit Facilities (1) | 1,185 | 1,590 |
| Cash and cash equivalents | 558 | 1,446 |
| Total Liquidity | 1,742 | 3,036 |
(1) The Revolving Credit Facilities are subject to customary covenants (including maintaining a minimum ratio of EBITDA to total net interest costs and a maximum ratio of total net debt to EBITDA) and events of default, none of which are expected to impact the Company’s liquidity or capital resources. At June 30, 2026, the borrowers were in compliance with such covenants.
Our capital deployment strategy remains focused on high-return, contract-driven investments which are aligned with our long-term growth priorities and are expected to enhance our operational capabilities across key markets although actual outcomes will depend on factors described in the Forward-Looking Statements section and Risk Factors. Near-term material uses of cash include:
•Capital expenditures of $190 million are anticipated in the second half of 2026 to fulfill current and expected future contractual obligations in Missouri, Wisconsin, North Carolina, and Texas.
We expect to fund these obligations through a combination of existing cash on hand, cash flows from operations and committed borrowing capacity under the new senior secured multicurrency revolving credit facilities.
At June 30, 2026 and December 31, 2025, approximately 40% and 36% of the Company’s debt portfolio was exposed to interest rate fluctuations, respectively. The Company’s exposure to floating rates of interest primarily relates to the Euro Term Loan Facilities and Revolving Credit Facilities due September 2030 and March 2031, respectively. For information regarding the Company's other debt obligations, including the maturity profile of borrowings and committed borrowing facilities, refer to Note 8. Debt in the Condensed Consolidated Financial Statements.
The following table summarizes the Company’s U.S. Dollar equivalent cash and cash equivalent balances by currency:
| June 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| ($ in millions) | $ | % | $ | % |
| Euros | 278 | 50 | 1,004 | 69 |
| U.S. dollars | 156 | 28 | 326 | 23 |
| Other currencies | 123 | 22 | 117 | 8 |
| Total Cash and cash equivalents | 558 | 100 | 1,446 | 100 |
The effect of exchange rate changes increased the reported cash and cash equivalents by $4 million in Q2 2026 (compared with a $39 million increase in Q2 2025), reflecting the translation impact of Euro-denominated cash balances into U.S. dollars.
The Company maintains its cash deposits with a diversified portfolio of global banks, the majority of which are considered Global Systemically Important Banks. As of June 30, 2026, approximately $40 million of the Company’s cash is held in
Table of Contents
countries (e.g., Trinidad and Tobago) where there may be legal, regulatory, or economic restrictions on the ability of subsidiaries to transfer funds in the form of cash dividends, loan repayments, or advances. These restrictions do not have an impact on the ability of the Company to meet its liquidity needs.
At June 30, 2026, we did not have any significant changes to off-balance sheet arrangements from those disclosed within our 2025 Form 20-F.
Cash Flow Highlights
The following tables summarize the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025. A complete Condensed Consolidated Statements of Cash Flows is provided in the Condensed Consolidated Financial Statements included herein.
| Continuing Operations | Discontinued Operations | Total | ||||||
|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 2026 | 2025(1) | 2026 | 2025 | 2026 | 2025(1) | ||
| Net cash (used in) provided by operating activities | (1,174) | 473 | — | 101 | (1,174) | 574 | ||
| Net cash (used in) provided by investing activities | (233) | (175) | 24 | (85) | (209) | (260) | ||
| Net cash provided by (used in) financing activities | 472 | 541 | — | (143) | 472 | 398 | ||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (10) | 58 | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents | (911) | 712 |
(1) During 2025, the Company reclassified certain cash flow activity related to funds held on behalf of others from operating to financing activities. Prior periods have been recast to conform to the current presentation, as discussed in Note 2, Summary of Significant Accounting Policies — Changes in Presentation, included in Item 1. Condensed Consolidated Financial Statements.
Net cash used for operating activities from continuing operations was $1,174 million in the first six months of 2026, compared with net cash provided by of $473 million for the same period in 2025. The decrease was primarily related to payment of the final installment of the Italy Lotto license, $1,675 million, in April 2026.
Net cash used for investing activities in the first six months of 2026 was $233 million, compared with net cash used of $175 million in the first six months of 2025, principally due to a $57 million increase in capital expenditures, primarily for systems, equipment and other assets related to contracts in Italy, Missouri, North Carolina, and Texas.
Net cash provided by financing activities during the first six months of 2026 was $472 million, compared with net cash provided of $541 million in the same period of 2025. The decrease in cash provided was primarily due to a $525 million net decrease as payments on debt exceeded proceeds in the first six months of 2026 compared to the same period in 2025 partially offset by non-controlling interest capital increases of $472 million.
Net cash provided by discontinued operations was $24 million in the first six months of 2026 related to amounts received from the Buyer related to income tax refunds, compared with net cash provided of $127 million in the same period of 2025.
Dividends
Our Board of Directors authorized the following cash dividends:
| For the three months ended June 30, | For the six months ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| ($ in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||
| Dividends paid/declared per share of common stock | $ | 0.23 | $ | 0.20 | $ | 0.46 | $ | 0.40 |
| Total dividends paid/declared | 43 | 41 | 85 | 81 |
On July 30, 2026, the Board declared a quarterly cash dividend of $0.23 per share. The dividend, of approximately $42 million, is payable on September 1, 2026, to shareholders of record on August 18, 2026.
Historical payment of dividends is not an indication that dividends will be paid on any future date. The Company has not implemented a formal policy on dividend distributions, and any future dividend payment is subject to Board approval.
Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the disclosure under “Part I, Item 11. Quantitative and Qualitative Disclosures About Market Risk” included in our 2025 Form 20-F.
Item 4. Controls and Procedures
There have been no changes in internal control over financial reporting during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Parent and/or one or more of its subsidiaries are party to legal, regulatory, or administrative proceedings regarding, among other matters, claims by and against us, and injunctions by third parties arising out of the ordinary course of business or its other business activities. Licenses are also subject to legal challenges by competitors seeking to annul awards made to the Company. The Parent and/or one or more of its subsidiaries are also, from time to time, subjects of, or parties to, ethics and compliance inquiries and investigations related to the Company’s ongoing operations.
There have been no material developments to the litigation disclosed in our 2025 Annual Report on Form 20-F. Legal proceedings that were previously disclosed may no longer be reported because, as a result of the rulings in the case, settlements, changes in our business, or other developments, in our judgment, they are no longer material to the Company’s business, financial position, or results of operations.
Item 1A. Risk Factors
There have been no material changes to the disclosure under “Part I, Item 3.D. Risk Factors” included in our 2025 Form 20-F.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Below is a summary of share repurchases for the six months ended June 30, 2026. Refer to “Item 1. Notes to the Condensed Consolidated Financial Statements (Unaudited)—Note 12. Shareholders' Equity”.
| Period | Total Number of Shares Repurchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value (in millions) that May Yet be Purchased Under the Program | ||
|---|---|---|---|---|---|---|
| January | 2,220,200 | $ | 14.72 | 2,220,200 | $ | 201 |
| February | 102,752 | $ | 14.18 | 102,752 | $ | 200 |
| March | — | — | — | $ | 200 | |
| April | — | — | — | $ | 200 | |
| May | 449,400 | $ | 11.11 | 449,400 | $ | 195 |
| June | 789,600 | $ | 11.38 | 789,600 | $ | 186 |
| Total | 3,561,952 | 3,561,952 |
On and effective as of July 1, 2025, the Board authorized a new $500 million share repurchase program (the “Program”), which superseded and replaced prior authorizations. This new program authorizes the Parent to repurchase, from time to time during a period of two years from its approval, up to an aggregate of $500 million of the Parent’s outstanding ordinary shares through open market repurchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934 or through privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.
As part of the Program, in 2025, the Parent executed an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase an aggregate of $250 million of the Parent’s ordinary shares. Under the ASR Agreement, the Parent paid $250 million at inception and, upon completion of the ASR Agreement received an aggregate of approximately 15.2 million ordinary shares.
On November 7, 2025, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $50 million of the Parent’s outstanding ordinary shares under the Program. The SEC Rule 10b5‑1 trading plan was completed on February 2, 2026, in which the Parent repurchased an aggregate of approximately 3.3 million ordinary shares.
From May 22, 2026 to June 22, 2026, the Parent repurchased approximately 1.2 million ordinary shares for an aggregate purchase price of $14 million in accordance with SEC Rule 10b-18.
Table of Contents
On June 16, 2026, the Parent entered into an SEC Rule 10b5-1 trading plan to facilitate repurchases of up to $10 million of the Parent’s outstanding ordinary shares under the Program. Pursuant to the SEC Rule 10b5-1 trading plan, repurchases commenced on July 16, 2026. As of July 31, 2026, the Parent repurchased 0.9 million ordinary shares for an aggregate purchase price of $10 million.
As of June 30, 2026, $186 million remained available under the Program.
SIGNATURE
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.
| BRIGHTSTAR LOTTERY PLC |
|---|
| /s/ Massimiliano Chiara |
| Name: Massimiliano Chiara |
| Title: Chief Financial Officer |
Dated: August 4, 2026
34