Form 8-K

8-K — Inspired Entertainment, Inc.

Accession: 0001493152-26-036165

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001615063

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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2026-08-05

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 5, 2026

Inspired

Entertainment, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36689

47-1025534

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

250

West 57th Street, Suite 415

New

York, New York

10107

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (646) 565-3861

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.0001 per share

INSE

The

NASDAQ Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02

Results

of Operations and Financial Condition.

August 5, 2026, Inspired Entertainment, Inc. (the “Company”) issued a press release announcing results for the quarterly

period ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also

on August 5, 2026, the Company distributed an investor presentation relating to its results of operations and financial condition, which

may be used at meetings with investors, analysts or others, in whole or in part and possibly with modifications from time to time. A

copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The

information contained in this Current Report on Form 8-K, including the exhibits hereto, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such a filing.

Item

9.01.

Financial

Statements and Exhibits.

Exhibit

Number

Exhibit

Description

99.1

Press Release issued by Inspired Entertainment, Inc. on August 5, 2026.

99.2

Investor Presentation issued by Inspired Entertainment, Inc. on August 5, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

August

5, 2026

Inspired

Entertainment, Inc.

By:

/s/

Simona Camilleri

Name:

Simona

Camilleri

Title:

General

Counsel

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

INSPIRED

REPORTS SECOND QUARTER 2026 RESULTS

● Second

Quarter Revenue of $60.8 million increased 6% sequentially despite the higher UK remote gaming

duty introduced April 1

● Net

Operating Income of $9.9 million, Net Income of $0.2 million and Adjusted Net Income of $1.5

million

● Adjusted

EBITDA of $27.1 million, up 14% from prior quarter, generating a Company-record 45% Adjusted

EBITDA Margin

● Retail

Solutions delivered another strong quarter due to North American retail sales and continued

strength in the UK

● Revenue

and Adjusted EBITDA in the Interactive segment increased 15% and 13% year-over-year, respectively,

reflecting continued market share gains despite the higher UK remote gaming duty

● Repaid

$10.0 million of principal of senior secured notes and repurchased approximately $2.6 million

of common stock

● Pipeline

of product launches and geographic expansion expected to drive strong performance in second

half of 2026

● Reiterating

FY2026 Adjusted EBITDA target range of $112 million to $118 million1 and updating

the Free Cash Flow conversion outlook to 20%+

New

York, New York, August 5, 2026 - Inspired Entertainment, Inc. (“Inspired” or the “Company”) (NASDAQ: INSE),

a leading B2B provider of gaming content, technology, hardware and services, today reported financial results for the second quarter

ended June 30, 2026. Reported results reflect the divestiture of our UK holiday parks business and the restructuring of our pubs business,

both of which contributed to the prior-year period.

“Our

second quarter results provide clear evidence that our transformation is translating into expanding margins and continued earnings growth,

while building a stronger, more cash-generative business with lower leverage,” said Brooks Pierce, President and CEO of Inspired

Entertainment. “We delivered sequential quarterly growth in both Revenue (+6%) and Adjusted EBITDA (+14%) and achieved a Company-record

45% Adjusted EBITDA margin2. Portfolio optimization initiatives, including the divestiture of our UK holiday parks business

and the restructuring of our pubs business, reduced Revenue by approximately 30% year-over-year. Excluding the impact of these

initiatives, we delivered like-for-like year-over-year revenue growth3, and more importantly, the quality of our earnings

strengthened and contributed to our record margin performance.

“We

continue to see strong performance across the business. We have demonstrated resilience in the face of the UK remote gaming duty increase

that took effect on April 1, with continued market share gains and strong operating outperformance in line with what we had originally

anticipated. Our Retail Solutions business continues to perform well, with strong terminal performance in the UK and Greece and further

opportunities to refresh our installed base in Greece next year. Virtual Sports has stabilized, and we launched the first of many customers

from our SaaS agreement with Playtech, enabling Inspired’s Virtuals to be delivered across Playtech’s established global

operator network. With a growing pipeline of new customers and geographies, a strong product roadmap and a new content studio coming

online in the fourth quarter, we expect momentum to build through the second half of the year and into 2027.

2026 target is consistent with the assumptions to be discussed in the Company’s August 5, 2026 conference call and presentation

and assumes that GBP:USD exchange rates will remain broadly in line with current levels.

Quarterly record Adjusted EBITDA margin excluding any periods with UK VAT rebate.

This revenue comparison excludes the revenue from the UK holiday parks business and certain associated leisure assets which were divested

on November 7, 2025, and reflects adjustments to the Company’s pubs business to account for a structural change in the Company’s

operating model, including the exclusion of current-period revenues affected by the change.

“Alongside

higher margins and sequential Adjusted EBITDA growth, we remain focused on driving cash generation and reducing leverage. Year to date,

we have repaid over $23 million of debt, including $10 million in the second quarter, and repurchased more than 700,000 shares. We have

strong visibility into the remainder of the year, with multiple drivers supporting continued momentum. The combination of resilient underlying

demand, strong execution, expanding margins, disciplined capital allocation and a steadily improving balance sheet gives us confidence

in delivering our 2026 targets and positioning the Company for continued growth and value creation in 2027.”

Summary

of Second Quarter ended June 30, 2026 - Segment Financial Results (unaudited)

Three Months

Ended June 30,

Reported Variance

Currency

Movement 20262

Functional Currency Variance

(In $ millions, except per share amounts)

2026

2025

Total Revenue

Retail Solutions

$ 36.2

$ 57.5

(37 )%

$ 0.2

(37 )%

Virtual Sports

8.9

9.2

(3 )%

0.0

(4 )%

Interactive

15.7

13.6

15 %

0.1

15 %

Total Revenue

$ 60.8

$ 80.3

(24 )%

$ 0.3

(25 )%

Net operating income

9.9

7.9

25 %

0.1

24 %

Net income (loss)

0.2

(7.8 )

NM 3

0.2

Net income (loss) per basic and diluted share

$ 0.01

$ (0.27 )

Non-GAAP Financial Measures

Adjusted EBITDA1

Retail Solutions

$ 18.4

$ 20.5

(10 )%

$ 0.2

(11 )%

Virtual Sports

6.7

6.6

2 %

0.1

0 %

Interactive

10.3

9.1

13 %

0.1

12 %

Corporate

(8.3 )

(7.8 )

(6 )%

(0.1 )

(5 )%

Total Company Adjusted EBITDA1

$ 27.1

$ 28.4

(5 )%

$ 0.3

(6 )%

Adjusted EBITDA Margin1

45 %

35 %

Adjusted net income (loss)1

$ 1.5

$ (5.6 )

$ 0.0

Adjusted net income (loss) per diluted share

$ 0.05

$ (0.19 )

Reconciliation

to US GAAP shown below.

Currency

movement calculated by translating 2026 and 2025 performances at 2025 exchange rates.

Percentage/dollar

change is not meaningful.

“Our

long-term thesis remains intact and we continue to see the benefits of the strategic actions we have taken to build a higher-margin,

more cash-generative business,” said Lorne Weil, Executive Chairman of Inspired Entertainment. “We are gaining share, expanding

profitability and reducing leverage, while maintaining the financial flexibility to deploy capital toward the highest-return opportunities,

including debt reduction and share repurchases.

“We

remain well positioned for the remainder of 2026 and maintain our full-year Adjusted EBITDA target, while updating our Free Cash Flow

conversion outlook to 20% or above, reflecting increased visibility into our full-year performance. As we look toward 2027, we see a

business with multiple avenues for sustainable growth, significant opportunities to improve operating performance and a clear path to

further deleveraging. We believe the Company’s continued execution will create meaningful long-term value for shareholders.”

Recent

Highlights

● Repayment

of $10.0 million (£7.5 million) of debt principal in the second quarter with $23.3

million (£17.5 million) repaid year to date.

● Repurchase

of 319,995 shares of our common stock in the second quarter for $2.6 million, with 707,225

shares repurchased year to date for $5.2 million.

● Live

on day one with both Interactive and Virtual Sports in the newly regulated Alberta gaming

market, with customers including FanDuel, DraftKings, BetMGM, Rush Street Interactive,

Caesars Entertainment, and bet365 (3Q 2026).

● Four-year

contract extension with Paddy Power, with Inspired as the exclusive provider of gaming

terminals and content (2Q 2026).

● Three-year

contract extension with Mecca Bingo for providing service, maintenance and logistics

services to gaming machines installed at ‘Mecca’ bingo halls and AGCs in the

UK (2Q 2026).

● Malta

Lottery launched with several Virtual Sports channels via Streamed to Venue solution,

which is live in over 160 venues in Malta and Gozo. This is the first of many customers live

from Inspired’s SaaS agreement with Playtech, enabling Inspired’s Virtuals content

and cloud-native platform to be delivered across Playtech’s established global operator

network (3Q 2026).

Outlook

● Management

remains confident in its strategic direction and ability to deliver profitable growth in

2026. The continued expansion of the higher-margin digital businesses and increasing operating

leverage support improved earnings quality and stronger free cash flow generation, driving

long-term shareholder value.

● Management

reaffirms full year 2026 Adjusted EBITDA target range of $112 million to $118 million2.

This incorporates the expected impact of the UK remote gaming duty changes that became effective

April 1, 2026.

● Post-divestiture

of the UK holiday parks business, we expect earnings to be less seasonal on a comparable

basis, with Adjusted EBITDA expected to grow sequentially throughout the year.

● The

Company is updating its 2026 Free Cash Flow conversion outlook to 20%+, compared with its

prior expectation of 20% to 25%, reflecting increased visibility into full-year cash generation.

Summary of Six Months ended June 30, 2026 - Segment Financial Results (unaudited)

Six Months

Ended June 30,

Reported Variance

Currency Movement 20262

Functional Currency Variance

(In $ millions, except per share amounts)

2026

2025

Total Revenue

Retail Solutions

$ 68.0

$ 97.1

(30 )%

$ 2.0

(32 )%

Virtual Sports

17.6

17.9

(2 )%

0.6

(6 )%

Interactive

32.4

25.7

26 %

1.1

21 %

Total Revenue

$ 118.0

$ 140.7

(16 )%

$ 3.7

(19 )%

Net operating income

19.1

9.5

101 %

0.3

98 %

Net loss

(0.3 )

(7.9 )

NM 3

0.1

Net loss per basic and diluted share

($ 0.01 )

$ (0.27 )

Non-GAAP Financial Measures

Adjusted EBITDA1

Retail Solutions

$ 32.7

$ 31.5

4 %

$ 0.9

1 %

Virtual Sports

12.8

12.9

(1 )%

0.4

(4 )%

Interactive

22.1

16.8

32 %

0.9

27 %

Corporate

(16.9 )

(14.4 )

(17 )%

(0.9 )

(12 )%

Total Company Adjusted EBITDA1

$ 50.7

$ 46.8

8 %

$ 1.3

6 %

Adjusted EBITDA Margin1

43 %

33 %

Adjusted net income (loss)1

$ 0.9

$ (3.6 )

$ 0.0

Adjusted net income (loss) per diluted share

$ 0.03

$ (0.12 )

Reconciliation to US GAAP shown below.

Currency movement calculated by translating 2026 and 2025 performances

at 2025 exchange rates.

Percentage/dollar change is not meaningful.

Non-GAAP Financial Measures

use non-GAAP financial measures, including Adjusted EBITDA, to analyze our operating performance. We use these financial measures to

manage our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance.

For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard

U.S. GAAP financial measures. There are no uniform rules for defining and using non-GAAP financial measures, and as a result the measures

we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation of non-GAAP financial

information should not be considered in isolation from, as a substitute for, or superior to, financial information prepared and presented

in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S. GAAP financial statements.

define our non-GAAP financial measures as follows:

EBITDA

is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.

Adjusted

EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income

tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded

amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes

in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where

trading no longer occurs) including closed defined benefit pension plans. Additional adjustments are made for items considered outside

the normal course of business, including (1) restructuring costs, which include charges attributable to employee severance, management

changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition costs,

(3) gains or losses not in the ordinary course of business and (4) the costs of the restatement of previously issued financial statements.

believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because

it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense

and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results

and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future.

Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss,

because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and

losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted EBITDA may not be comparable

to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as

only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and

amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.

Adjusted

Net Income is defined as net income (loss) excluding the effects of certain exclusions and adjustments. Such excluded amounts

include income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including

closed defined benefit pension plans. Additional adjustments are made for items considered outside the normal course of business, including

(1) restructuring costs, which include charges attributable to employee severance, management changes, restructuring, dual running costs,

costs related to facility closures and integration costs, (2) merger and acquisition costs and (3) gains or losses not in the ordinary

course of business. These items have been adjusted to reflect the tax impact from excluding them from net income (loss).

Adjusted

Net Income per diluted share is computed by dividing the Adjusted Net Income by the weighted-average number of common shares

outstanding during the period, including the effects of any potentially dilutive securities, including RSUs, using the treasury stock

method, and convertible debt or convertible preferred stock, using the if-converted method, unless the inclusion would be anti-dilutive.

Functional

Currency at Constant rate. Currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent

average rate in the prior year quarter, multiplied by the current period amount in our functional currency (GBP). The remaining difference,

referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior

year quarter average GBP: USD rate, as a proxy for functional currency at constant rate movement.

Currency

Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency

at constant rate basis.

Reconciliations

from net income (loss), as shown in our Consolidated Statements of Operations and Comprehensive Loss, to Adjusted EBITDA are shown below.

Conference

Call and Webcast

Inspired

management will host a conference call and simultaneous webcast at 4:30 p.m. ET / 9:30 p.m. in the UK on Wednesday, August 5, 2026 to

discuss the financial results and general business trends.

Preregistration:

Analysts and investors who wish to participate in the live conference call must register in advance here. Once registration is

completed, participants will be provided with a dial-in number containing a personalized conference code to access the call.

Webcast:

A live audio webcast of the call can be accessed by registering here or through http://www.investors.inseinc.com. Please

follow the registration prompts.

Replay:

A replay of the webcast will be available on the Company’s website at http://www.investors.inseinc.com, along with a copy

of this press release and an investor slide presentation.

About

Inspired Entertainment, Inc.

With

a proven track record of innovation, Inspired is a leading provider of content, technology, hardware and services for licensed gaming,

betting and lottery operators around the world. Inspired’s proprietary games resonate with players and deliver consistent performance

for gaming operators across interactive, virtual sports, and retail gaming environments. Inspired’s content and gaming systems

are designed to work together across digital and retail channels, enabling scalable deployment and a consistent player experience. Through

this integrated content-led approach, Inspired helps operators strengthen their offerings, drive engagement, and deliver compelling player

experiences. Additional information can be found at www.inseinc.com.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the

U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our ability to bring certain

of our products to customers in the various markets in which we operate and execute on our strategic plan, statements regarding expectations

with respect to potential new customers and statements regarding our anticipated financial performance. Forward-looking statements may

be identified by the use of words such as “anticipate,” “believe,” “continue,” “expect,”

“estimate,” “plan,” “will,” “would” and “project” and other similar expressions

that indicate future events or trends or are not statements of historical matters. These statements are based on Inspired management’s

current expectations and beliefs, as well as a number of assumptions concerning future events.

Forward-looking

statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside

of Inspired’s control and all of which could cause actual results to differ materially from the results discussed in the forward-looking

statements. Accordingly, forward-looking statements should not be relied upon as representing Inspired’s views as of any subsequent

date. We cannot guarantee that the results anticipated by management, as set forth herein, will be realized or, even if realized, will

have the expected effects on our results of operations or financial performance. Such results may be affected by, among other things,

the “Risk Factors” section of Inspired’s annual report on Form 10-K for the fiscal year ended December 31, 2025, and

subsequent quarterly reports on Form 10-Q, which are available, free of charge, on the U.S. Securities and Exchange Commission’s

website at www.sec.gov. Inspired does not undertake any obligation to update forward-looking statements to reflect events or circumstances

after the date they were made, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

For

Investors

IR@inseinc.com

For

Press and Sales

inspiredsales@inseinc.com

INSPIRED

ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(in

millions, except share and per share data) (Unaudited)

Three

Months Ended June 30,

Six

Months Ended June 30,

2026

2025

2026

2025

Revenue:

Service

$ 54.3

$ 73.8

$ 107.6

$ 130.8

Product sales

6.5

10.4

9.9

Total revenue

60.8

80.3

118.0

140.7

Cost of sales:

Cost of service (1)

(8.7 )

(21.2 )

(17.3 )

(36.2 )

Cost of product sales (1)

(3.5 )

(4.0 )

(6.1 )

(6.9 )

Selling, general and administrative expenses

(24.2 )

(31.9 )

(48.5 )

(62.2 )

Depreciation and amortization

(14.5 )

(15.3 )

(27.0 )

(25.9 )

Net operating income

9.9

7.9

19.1

9.5

Other expense

Interest expense, net

(9.5 )

(7.1 )

(20.0 )

(14.1 )

Other finance income

0.2

0.3

0.4

Total other expense, net

(9.3 )

(6.9 )

(19.7 )

(13.7 )

Net income (loss) before income taxes

0.6

1.0

(0.6 )

(4.2 )

Income tax (expense) benefit

(0.4 )

(8.8 )

0.3

(3.7 )

Net income (loss)

0.2

(7.8 )

(0.3 )

(7.9 )

Other comprehensive (loss) income:

Foreign currency translation (loss) gain

(0.9 )

(1.5 )

0.5

(1.9 )

Change in fair value of hedging instrument

(1.7 )

—

2.4

—

Reclassification of gain on hedging instrument to comprehensive income

(0.1 )

—

(0.2 )

—

Reclassification of loss on pension plan to comprehensive income

0.3

0.5

Other comprehensive (loss) income

(2.4 )

(1.2 )

3.2

(1.4 )

Comprehensive (loss) income

$ (2.2 )

$ (9.0 )

$ 2.9

$ (9.3 )

Net income (loss) per common share – basic and diluted

$ 0.01

$ (0.27 )

$ (0.01 )

$ (0.27 )

Weighted average number of shares outstanding during the period – basic

28,908,945

29,078,848

29,097,921

29,026,683

Weighted average number of shares outstanding during the period – diluted

29,276,684

29,078,848

29,097,921

29,026,683

Supplemental disclosure of stock-based compensation expense

Stock-based compensation included in:

Selling, general and administrative expenses

$ (1.6 )

$ (1.8 )

$ (3.0 )

$ (3.2 )

(1)

Excluding

depreciation and amortization

INSPIRED

ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

millions, except share data)

June 30, 2026

December 31, 2025

(Unaudited)

Assets

Current assets:

Cash

$ 22.0

$ 42.0

Restricted cash

1.2

1.3

Accounts receivable, net

38.0

43.9

Inventory

17.7

18.5

Prepaid expenses and other current assets

39.3

46.8

Corporate tax and other current taxes receivable

6.8

5.5

Total current assets

125.0

158.0

Property and equipment, net

56.3

60.5

Software development costs, net

20.9

22.7

Other acquired intangible assets subject to amortization, net

12.9

14.0

Goodwill

61.2

62.1

Finance lease right of use asset

18.8

21.7

Operating lease right of use asset

7.0

7.8

Costs of obtaining and fulfilling customer contracts, net

11.5

12.1

Deferred tax

64.5

65.3

Other assets

14.8

15.7

Total assets

$ 392.9

$ 439.9

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable and accrued expenses

$ 31.8

$ 42.7

Corporate tax and other current taxes payable

4.4

9.1

Deferred revenue, current

8.0

7.1

Operating lease liabilities

2.3

2.9

Current portion of finance lease liabilities

4.4

4.3

Other current liabilities

4.2

4.7

Total current liabilities

55.1

70.8

Long-term debt

319.4

345.2

Finance lease liabilities, net of current portion

11.3

13.8

Deferred revenue, net of current portion

15.7

19.1

Operating lease liabilities

5.8

6.1

Other long-term liabilities

1.2

1.1

Total liabilities

408.5

456.1

Commitments and contingencies

—

Stockholders’ deficit

Preferred stock; $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

—

Common stock; $0.0001 par value; 49,000,000 shares authorized; 26,355,360 shares and 26,873,509 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

—

Additional paid in capital

397.8

394.9

Accumulated other comprehensive income

51.0

47.8

Accumulated deficit

(464.4 )

(458.9 )

Total stockholders’ deficit

(15.6 )

(16.2 )

Total liabilities and stockholders’ deficit

$ 392.9

$ 439.9

INSPIRED

ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in

millions) (Unaudited)

Six

Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net loss

$ (0.3 )

$ (7.9 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

24.2

20.5

Amortization of finance lease right of use asset

2.8

5.4

Amortization of operating lease right of use asset

1.1

1.6

Stock-based compensation expense

3.0

3.2

Amortization of deferred financing fees relating to senior debt

2.0

1.3

Deferred tax

—

(0.1 )

Changes in assets and liabilities:

Accounts receivable

5.5

21.4

Inventory

0.6

5.5

Prepaid expenses and other assets

9.9

(11.6 )

Corporate tax and other current taxes payable

(6.0 )

(7.1 )

Accounts payable and accrued expenses

(10.3 )

10.4

Deferred revenue and customer prepayment

(2.0 )

2.3

Operating lease liabilities

(1.2 )

(1.8 )

Pension contributions

(0.3 )

(0.5 )

Other long-term liabilities

0.5

(1.9 )

Net cash provided by operating activities

29.5

40.7

Cash flows from investing activities:

Purchases of property and equipment

(6.4 )

(18.8 )

Purchases of capital software and internally developed costs

(6.3 )

(4.7 )

Contract cost expense

(6.0 )

(7.7 )

Net cash used in investing activities

(18.7 )

(31.2 )

Cash flows from financing activities:

Debt introduced

—

365.7

Repayments of long-term debt

(23.3 )

(318.3 )

Repayments of short-term debt

—

(20.3 )

Repurchase of common stock

(5.2 )

—

Debt fees incurred

—

(18.9 )

Repayments of finance leases

(2.0 )

(4.1 )

Net cash (used in) provided by financing activities

(30.5 )

4.1

Effect of exchange rate changes on cash

(0.4 )

3.4

Net (decrease) increase in cash

(20.1 )

17.0

Cash, beginning of period

43.3

29.3

Cash and restricted cash, end of period

$ 23.2

$ 46.3

Components of cash and restricted cash

Cash

22.0

46.3

Restricted cash

1.2

—

Total cash and restricted cash, end of period

$ 23.2

$ 46.3

Supplemental cash flow disclosures

Cash paid during the period for interest

$ 17.9

$ 17.4

Cash paid during the period for income taxes

$ 2.3

$ 6.4

Cash paid during the period for operating leases

$ 1.6

$ 4.3

Supplemental disclosure of non-cash investing and financing activities

Lease liabilities arising from obtaining finance lease right of use assets

$ —

$ (1.3 )

Lease liabilities arising from obtaining operating lease right of use assets

$ (0.5 )

$ (0.9 )

Right of use property and equipment acquired through finance lease

$ —

$ 9.8

Asset retirement obligation assets arising during the period

$ 0.1

INSPIRED

ENTERTAINMENT, INC. AND SUBSIDIARIES

RECONCILIATION

OF NON-GAAP FINANCIAL MEASURES

ADJUSTED

EBITDA RECONCILIATION BY SEGMENT

(in

millions)

(Unaudited)

Three

Months Ended June 30, 2026

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Total

Net

income (loss)

$ 7.7

$ 3.9

$ 8.1

$ (19.5 )

$ 0.2

Items

Relating to Legacy Activities:

Pension

charges

—

0.3

Items

outside the normal course of business:

Costs

of group restructure

0.8

—

0.8

Stock-based

compensation expense

0.2

0.1

0.2

1.1

1.6

Depreciation

and amortization

9.7

2.7

2.0

0.1

14.5

Interest

expense, net

—

9.5

Other

finance income

—

(0.2 )

Income

tax

—

0.4

Adjusted

EBITDA

$ 18.4

$ 6.7

$ 10.3

$ (8.3 )

$ 27.1

Adjusted

EBITDA

£ 13.7

£ 5.0

£ 7.6

£ (6.2 )

£ 20.1

Exchange

rate - $ to £

1.34

Three

Months Ended June 30, 2025

Retail Solutions

Virtual

Sports

Interactive

Corporate

Total

Net income (loss)

$ 8.7

$ 4.6

$ 7.3

$ (28.4 )

$ (7.8 )

Items Relating to Legacy Activities:

Pension charges

—

0.3

Items outside the normal course of business:

Costs of group restructure

0.4

—

2.8

3.2

Costs of group restatement

—

(0.1 )

Stock-based compensation expense

0.5

0.1

0.2

1.0

1.8

Depreciation and amortization

10.9

1.9

1.6

0.9

15.3

Interest expense, net

—

7.1

Other finance income

—

(0.2 )

Income tax

—

8.8

Adjusted EBITDA

$ 20.5

$ 6.6

$ 9.1

$ (7.8 )

$ 28.4

Adjusted EBITDA

£ 15.4

£ 5.0

£ 6.8

£ (5.9 )

£ 21.3

Exchange rate - $ to £

1.34

Six

Months Ended June 30, 2026

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Total

Net

income (loss)

$ 13.1

$ 7.7

$ 18.8

$ (39.9 )

$ (0.3 )

Items

Relating to Legacy Activities:

Pension

charges

—

0.5

Items

outside the normal course of business:

Costs

of group restructure

1.1

—

1.1

Stock-based

compensation expense

0.4

0.3

2.0

3.0

Depreciation

and amortization

18.1

4.8

3.0

1.1

27.0

Interest

expense, net

—

20.0

Other

finance income

—

(0.3 )

Income

tax

—

(0.3 )

Adjusted

EBITDA

$ 32.7

$ 12.8

$ 22.1

$ (16.9 )

$ 50.7

Adjusted

EBITDA

£ 24.3

£ 9.5

£ 16.4

£ (12.4 )

£ 37.8

Exchange

rate - $ to £

1.34

Six

Months Ended June 30, 2025

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Total

Net

income (loss)

$ 11.3

$ 9.5

$ 14.2

$ (42.9 )

$ (7.9 )

Items

Relating to Legacy Activities:

Pension

charges

—

0.5

Items

outside the normal course of business:

Costs

of group restructure

0.6

—

3.1

3.7

Cost

of group restatement

4.0

Stock-based

compensation expense

0.8

0.2

0.3

1.9

3.2

Depreciation

and amortization

18.8

3.2

2.3

1.6

25.9

Interest

expense, net

—

14.1

Other

finance income

—

(0.4 )

Income

tax

—

3.7

Adjusted

EBITDA

$ 31.5

$ 12.9

$ 16.8

$ (14.4 )

$ 46.8

Adjusted

EBITDA

£ 24.1

£ 9.9

£ 12.9

£ (11.1 )

£ 35.8

Exchange

rate - $ to £

1.30

ADJUSTED

NET INCOME RECONCILIATION

(in

millions, except share data)

(Unaudited)

For the Three-Month Period ended

For the Six-Month Period ended

June 30,

(In millions, except per share amounts)

2026

2025

2026

2025

Net income (loss)

$ 0.2

$ (7.8 )

$ (0.3 )

$ (7.9 )

Items Relating to Legacy Activities:

Pension charges

0.3

0.5

Items outside the normal course of business:

Cost of group restructure

0.8

3.2

1.1

3.7

Cost of group restatement

—

(0.1 )

—

4.0

Effect of exchange rates on cash

0.4

(2.4 )

(0.2 )

(3.4 )

Mark to market movement on currency deals

—

0.1

—

0.2

Other finance income

(0.2 )

(0.3 )

(0.4 )

Tax Impact

—

1.3

0.1

(0.3 )

Adjusted Net income (loss)

$ 1.5

$ (5.6 )

$ 0.9

$ (3.6 )

Adjusted Net income (loss)

£ 1.1

£ (4.2 )

£ 0.7

£ (2.8 )

Exchange Rate - $ to £

1.34

1.30

Weighted average number of shares outstanding– diluted

29,276,684

29,078,848

29,452,857

29,026,683

Adjusted Net (Loss) Income per diluted share

$ 0.05

$ (0.19 )

$ 0.03

$ (0.12 )

PRO-RATED

SEGMENT ADJUSTED EBITDA CONTRIBUTION

(in

millions)

(Unaudited)

Three

Months Ended June 30, 2026

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Functions

Total

Total Revenue

$ 36.2

$ 8.9

$ 15.7

$ —

$ 60.8

Segment % of Total Revenue

59.5 %

14.7 %

25.8 %

100.0 %

Adjusted EBITDA

$ 18.4

$ 6.7

$ 10.3

$ (8.3 )

$ 27.1

Corporate allocation(1)

(5.0 )

(1.2 )

(2.1 )

8.3

—

Segment-level Adjusted EBITDA including pro-rated corporate allocation

$ 13.4

$ 5.5

$ 8.2

$ —

$ 27.1

Segment Contribution to Adjusted EBITDA

49.4 %

20.3 %

30.3 %

100.0 %

(1) Corporate

allocation pro-rated by segment % of total revenue contribution

Three

Months Ended June 30, 2025

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Functions

Total

Total Revenue

$ 57.5

$ 9.2

$ 13.6

$ —

$ 80.3

Segment % of Total Revenue

71.6 %

11.5 %

16.9 %

100.0 %

Adjusted EBITDA

$ 20.5

$ 6.6

$ 9.1

$ (7.8 )

$ 28.4

Corporate allocation(1)

(5.6 )

(0.9 )

(1.3 )

7.8

—

Segment-level Adjusted EBITDA including pro-rated corporate allocation

$ 14.9

$ 5.7

$ 7.8

$ —

$ 28.4

Segment Contribution to Adjusted EBITDA

52.4 %

20.1 %

27.5 %

100.0 %

Six

Months Ended June 30, 2026

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Functions

Total

Total Revenue

$ 68.0

$ 17.6

$ 32.4

$ —

$ 118.0

Segment % of Total Revenue

57.6 %

14.9 %

27.5 %

100.0 %

Adjusted EBITDA

$ 32.7

$ 12.8

$ 22.1

$ (16.9 )

$ 50.7

Corporate allocation(1)

(9.8 )

(2.5 )

(4.6 )

16.9

—

Segment-level Adjusted EBITDA including pro-rated corporate allocation

$ 22.9

$ 10.3

$ 17.5

$ —

$ 50.7

Segment Contribution to Adjusted EBITDA

45.2 %

20.3 %

34.5 %

100.0 %

(1) Corporate

allocation pro-rated by segment % of total revenue contribution

Six

Months Ended June 30, 2025

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Functions

Total

Total Revenue

$ 97.1

$ 17.9

$ 25.7

$ —

$ 140.7

Segment % of Total Revenue

69.0 %

12.7 %

18.3 %

100.0 %

Adjusted EBITDA

$ 31.5

$ 12.9

$ 16.8

$ (14.4 )

$ 46.8

Corporate allocation(1)

(10.0 )

(1.8 )

(2.6 )

14.4

—

Segment-level Adjusted EBITDA including pro-rated corporate allocation

$ 21.5

$ 11.1

$ 14.2

$ —

$ 46.8

Segment Contribution to Adjusted EBITDA

46.0 %

23.7 %

30.3 %

100.0 %

(1) Corporate

allocation pro-rated by segment % of total revenue contribution

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Aug. 05, 2026

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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