6-K

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of December 2022

Commission File Number 001-36906

INTERNATIONAL GAME TECHNOLOGY PLC

(Translation of registrant’s name into English)

10 Finsbury Square, Third Floor

London, EC2A 1AF

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      Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

International Game Technology PLC Announces a Subsidiary’s Redemption of 5.35% Notes Due 2023 in Full

International Game Technology PLC (NYSE:IGT) ("IGT" or the “Company”) today announced that International Game Technology, a Nevada corporation and wholly owned subsidiary of the Company (the “Issuer”), has exercised its option to redeem in full $60,567,000 in aggregate outstanding principal balance of its 5.35% Notes due 2023 (CUSIP No.: 459902 AT9 / ISIN US459902AT95) (the “Notes”) on January 23, 2023 (the “Redemption Date”) in accordance with Section 4.1(d) of that certain Third Supplemental Indenture dated as of September 19, 2013, as amended by Amendment No. 1 to Third Supplemental Indenture dated as of April 7, 2015, Amendment No. 2 to Third Supplemental Indenture dated as of April 22, 2015, Amendment No. 3 to Third Supplemental Indenture dated as of February 28, 2018 and Amendment No. 4 to Third Supplemental Indenture dated as of April 15, 2021, supplementing that certain Indenture dated as of June 15, 2009 (collectively, the "Indenture").

The Notes will be redeemed at a price equal to the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued and unpaid from October 15, 2022 to, but excluding, the Redemption Date) on the Notes, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined in the Indenture) plus 40 basis points (the “Redemption Price”), plus any accrued but unpaid interest on the Notes to, but excluding, the Redemption Date. The Issuer will pay the Redemption Price to the registered holders of the Notes on the Redemption Date.

This redemption is being made in accordance with the terms of the Indenture and is not due to any default by the Issuer under the Indenture or the Notes.

The following exhibit is furnished herewith:

EXHIBIT INDEX

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, thereunto duly authorized.

Document

NEWS RELEASE

INTERNATIONAL GAME TECHNOLOGY PLC ANNOUNCES REDEMPTION OF A SUBSIDIARY'S 5.35% NOTES DUE 2023 IN FULL

LONDON, U.K. – December 22, 2022 – International Game Technology PLC (NYSE:IGT) ("IGT") today announced that International Game Technology (a Nevada corporation and direct wholly owned subsidiary of IGT) (the "Subsidiary") has exercised its option to redeem in full its $60,567,000.00 5.35% Notes due 2023 (CUSIP No.: 459902 AT9 / ISIN US459902AT95) (the "Notes") on January 23, 2023 (the "Redemption Date") at a redemption price equal to the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued and unpaid from October 15, 2022 to, but excluding, the Redemption Date) on the Notes discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 40 basis points.

On the Redemption Date, the redemption price, together with the applicable accrued interest, will become due and payable. Unless the Subsidiary defaults in making payment of the applicable redemption price, interest, if any, on the Notes will cease to accrue on and after the Redemption Date.

The Paying Agent for the Notes is Computershare Trust Company, N.A. The Notes must be surrendered to the Paying Agent to collect the applicable redemption price and accrued interest. Surrender of the Notes can be made in the following manner:

By Facsimile Transmission:

(877) 407 4679

Telephone:

(800) 344-5128

This news release does not constitute a notice of the redemption of the Notes. A notice of the redemption of the Notes will be sent to all registered holders of the Notes on or about the date hereof.

About IGT

IGT (NYSE:IGT) is a global leader in gaming. We deliver entertaining and responsible gaming experiences for players across all channels and regulated segments, from Lotteries and Gaming Machines to Sports Betting and Digital. Leveraging a wealth of compelling content, substantial investment in innovation, player insights, operational expertise, and leading-edge technology, our solutions deliver unrivaled gaming experiences that engage players and drive growth. We have a well-established local presence and relationships with governments and regulators in more than 100 countries around the world, and create value by adhering to the highest standards of service, integrity, and responsibility. IGT has approximately 10,500 employees. For more information, please visit www.IGT.com.

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning International Game Technology PLC and its consolidated subsidiaries (the "Company") and other matters. These statements may discuss goals, intentions, and expectations as to future plans, trends, events, dividends, results of operations, or financial condition, 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. 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," "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) the factors and risks described in the Company's annual report on Form 20-F for the financial year ended December 31, 2021 and other documents filed 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.IGT.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 affect the Company's business. Nothing in this news release is intended, or is to be construed, as a profit forecast or to be interpreted to mean that the financial performance of International Game Technology PLC for the current or any future financial years will necessarily match or exceed the historical published financial performance of International Game Technology PLC, as applicable. All forward-looking statements contained in this news release are qualified in their entirety by this cautionary statement.

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All subsequent written or oral forward-looking statements attributable to International Game Technology PLC, or persons acting on its behalf, are expressly qualified in their entirety by this cautionary statement.

Contacts

Phil O'Shaughnessy, Global Communications, toll free in U.S./Canada +1 (844) IGT-7452; outside U.S./Canada +1 (401) 392-7452

Francesco Luti, +39 06 5189 9184; for Italian media inquiries

James Hurley, Investor Relations, +1 (401) 392-7190

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