Light & Wonder Files 8-K for Material Agreement

TL;DR

LNW filed an 8-K today for a material definitive agreement. Keep an eye on this.

AI Summary

Light & Wonder, Inc. filed an 8-K on September 24, 2025, reporting the entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, formerly known as Scientific Games Corp, is incorporated in Nevada and headquartered in Las Vegas.

Why It Matters

This filing indicates a significant new contract or partnership for Light & Wonder, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• Light & Wonder, Inc. (company) — Registrant
• Scientific Games Corp (company) — Former company name
• September 24, 2025 (date) — Date of earliest event reported
• Las Vegas, NV (location) — Company headquarters

FAQ

Key Financial Figures

• $1 billion — & Wonder, Inc. (the "Company"), issued $1 billion in aggregate principal amount of senior
• $700.0 million — olving credit facility, (ii) redeem all $700.0 million of LNWI's outstanding aggregate princip

Filing Documents

• tm2526791d1_8k.htm (8-K) — 34KB
• tm2526791d1_ex4-1.htm (EX-4.1) — 783KB
• tm2526791d1_ex99-1.htm (EX-99.1) — 11KB
• tm2526791d1_ex99-1img001.jpg (GRAPHIC) — 12KB
• 0001104659-25-092953.txt ( ) — 1175KB
• lnw-20250924.xsd (EX-101.SCH) — 3KB
• lnw-20250924_lab.xml (EX-101.LAB) — 33KB
• lnw-20250924_pre.xml (EX-101.PRE) — 22KB
• tm2526791d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture On September 24, 2025, Light and Wonder International, Inc. ("LNWI"), a wholly owned subsidiary of Light & Wonder, Inc. (the "Company"), issued $1 billion in aggregate principal amount of senior unsecured notes due 2033 (the "Notes") in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons under Regulation S under the Securities Act. The Notes were issued pursuant to an Indenture, dated as of September 24, 2025 (the "Indenture"), among LNWI, as issuer, the Company, the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. The Notes bear interest at the rate of 6.250% per annum, which accrues from September 24, 2025 and is payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. LNWI may redeem some or all of the Notes at any time prior to October 1, 2028 , at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date of redemption plus a "make whole" premium. LNWI may redeem some or all of the Notes at any time on or after October 1, 2028, at the prices specified in the Indenture. In addition, at any time on or prior to October 1, 2028, LNWI may redeem up to 40% of the initially outstanding aggregate principal amount of the Notes at a redemption price of 106.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, with the net cash proceeds contributed to the capital of the Company from one or more equity offerings of the Company. Additionally, if a holder of the Notes is required to be licensed, qualified or found suitable under any applicable gaming laws or regulations and that holder does not become so licensed or qualified or is not found to be suitable,

01. Regulation FD disclosure

Item 7.01. Regulation FD disclosure. On September 24, 2025, the Company issued a press release announcing the closing of the issuance of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained under Item 7.01 in this Current Report on Form 8-K (this "Report"), including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. This Report, including Exhibit 99.1, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful. This Report, including Exhibit 99.1, contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements, as discussed further in the press release attached hereto as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of September 24, 2025, among Light and Wonder International, Inc., as issuer, Light & Wonder, Inc., the other guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to the 6.250% Senior Unsecured Notes due 2033. 99.1 Press Release of the Company, dated September 24, 2025. 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIGHT & WONDER, INC. Date: September 24, 2025 By: /s/ Oliver Chow Name: Oliver Chow Title: Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR