Form 8-K

8-K — Inspired Entertainment, Inc.

Accession: 0001493152-26-021611

Filed: 2026-05-07

Period: 2026-05-07

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)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-2_001.jpg)

GRAPHIC (ex99-2_002.jpg)

GRAPHIC (ex99-2_003.jpg)

GRAPHIC (ex99-2_004.jpg)

GRAPHIC (ex99-2_005.jpg)

GRAPHIC (ex99-2_006.jpg)

GRAPHIC (ex99-2_007.jpg)

GRAPHIC (ex99-2_008.jpg)

GRAPHIC (ex99-2_009.jpg)

GRAPHIC (ex99-2_010.jpg)

GRAPHIC (ex99-2_011.jpg)

GRAPHIC (ex99-2_012.jpg)

GRAPHIC (ex99-2_013.jpg)

GRAPHIC (ex99-2_014.jpg)

GRAPHIC (ex99-2_015.jpg)

GRAPHIC (ex99-2_016.jpg)

GRAPHIC (ex99-2_017.jpg)

GRAPHIC (ex99-2_018.jpg)

GRAPHIC (ex99-2_019.jpg)

GRAPHIC (ex99-2_020.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001615063

2026-05-07

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): May 7, 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.

May 7, 2026, Inspired Entertainment, Inc. (the “Company”) issued a press release announcing results for the quarterly period

ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also

on May 7, 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 May 7, 2026.

99.2

Investor Presentation issued by Inspired Entertainment, Inc. on May 7, 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.

May

7, 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 FIRST QUARTER 2026 RESULTS

●

First

Quarter Revenue of $57.2 million; Revenue excluding the former UK holiday parks business and restructured pubs business up 15% year-over-year1

●

First

Quarter Net Operating Income of $9.2 million, Net Loss of $0.5 million and Adjusted Net Loss of $0.7 million

●

Adjusted

EBITDA of $23.7 million, up 29% from prior year, generating a 41% Adjusted EBITDA Margin, driven by portfolio optimization and growth

in higher-margin Interactive segment

●

Interactive

Revenue and Adjusted EBITDA up 38% and 53% year-over-year, respectively

●

First

quarter Free Cash Flow of $15.8 million2

●

Repaid

$13.3 million of principal of senior secured notes and repurchased 387,230 shares of common stock for $2.6 million

●

Reiterating

full year 2026 Adjusted EBITDA target range of $112 million to $118 million3

New

York, New York, May 7, 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 first quarter ended

March 31, 2026.

“Our

first-quarter results reflect the execution of our strategy and the quality of our underlying business,” said Brooks Pierce, President

and CEO of Inspired Entertainment. “While reported revenue declined 5% year over year due to the divestiture and pubs restructuring,

our core business continues to deliver solid growth and momentum. Importantly, Adjusted EBITDA increased 29% despite these actions and

against a prior-year period that included the holiday parks business, demonstrating the scalability of our model and the benefits of

our shift toward higher margin segments.

Content

remains our key differentiator, driving continued market share gains and outperformance across both Interactive and Retail

Solutions. This above-market growth is being driven by a steady cadence of high-quality game releases, increased premium placements,

and a strong distribution network across online and retail channels. Despite the near doubling of the UK remote gaming duty in

April, we continue to gain share, driving our Interactive revenue growth within the market.

Our

retail business has also outperformed expectations, reflecting the quality of our content and the success of our new machines. While

Virtual Sports Adjusted EBITDA was slightly down in the quarter, we expect improvement in the second half of the year, driven by

broader distribution and the rollout of our new Virtual Soccer product ahead of the World Cup. Overall, we have a strong pipeline of

new content, new customer launches, and continued geographic expansion, and believe we are well positioned to sustain this momentum

and deliver on our 2026 targets.”

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.

Free Cash Flow defined as cash flow from operating activities less cash flow from investing activities less finance lease repayments.

2026 target is consistent with the assumptions discussed in the Company’s May 7, 2026 conference call and presentation and assumes

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

Summary

of First Quarter ended March 31, 2026 - Segment Financial Results

(unaudited)

Three Months Ended

March 31,

Reported Variance

Currency Movement 20262

Functional Currency Variance

(In $ millions, except per share amounts)

2026

2025

Total Revenue

Retail Solutions

$ 31.8

$ 39.6

(20 )%

$ 1.9

(25 )%

Virtual Sports

8.7

—

0.6

(7 )%

Interactive

16.7

12.1

38 %

1.1

29 %

Total Revenue

$ 57.2

$ 60.4

(5 )%

$ 3.6

(11 )%

Net operating income

9.2

1.6

475 %

0.4

450 %

Net (loss)

(0.5 )

(0.1 )

400 %

(0.4 )

—

Net (loss) per basic and diluted share

($ 0.02 )

$ 0.00

NM3

Non-GAAP Financial Measures

Adjusted EBITDA1

Retail Solutions

$ 14.3

$ 11.0

30 %

$ 1.0

20 %

Virtual Sports

6.1

6.3

(3 )%

0.4

(10 )%

Interactive

11.8

7.7

53 %

0.8

42 %

Corporate

(8.5 )

(6.6 )

(29 )%

(0.7 )

(17 )%

Total Company Adjusted EBITDA1

$ 23.7

$ 18.4

29 %

$ 1.5

21 %

Adjusted EBITDA Margin1

41 %

30 %

Adjusted net (loss) income1

($ 0.7 )

$ 3.8

Adjusted net (loss) income per diluted share

($ 0.02 )

$ 0.13

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.

Lorne

Weil, Executive Chairman of Inspired, continued, “We have been deliberate in reshaping the business toward a more digital, higher-margin

model, and our results validate that strategy. Importantly, our Retail Solutions business is also performing well under a capital-light

model, delivering growth, improved efficiency and higher margin alongside Interactive. We are gaining share, expanding profitability,

and increasing financial flexibility; creating greater optionality as we deploy capital to the highest-return opportunities.

generated $15.8 million of Free Cash Flow2 in the quarter. We also repaid $13.3 million of debt and repurchased

$2.6 million of shares of our common stock, bringing our net leverage down to approximately 3.0x from 3.3x at year-end 20254,

demonstrating our disciplined approach to capital allocation and commitment to stockholder returns. While Free Cash Flow will fluctuate

quarter to quarter primarily due to the timing of semi-annual interest payments, we continue to expect full year Free Cash Flow conversion

to exceed 20%, with increasing contribution from earnings quality over time.”

believe we are well positioned for the remainder of the year and reiterate our 2026 Adjusted EBITDA target range of $112 million to $118

million3. Given the operating leverage in the business, we now see a path to EBITDA margins of up to 45% for the full year.

This positions us well to deliver sustained growth, improved cash generation, and long-term shareholder value creation.”

Net leverage equals senior debt plus finance leases less cash divided by Q1 2026 LTM Adjusted EBITDA pro forma for the divestiture of

the UK holiday parks business and certain other leisure assets. Pro Forma Adjusted EBITDA reflects management’s internal estimate

of the EBITDA attributable to the divested business.

Recent

Highlights

Corporate

& Capital Allocation

●

Cash

remains consistent with 4Q 2025 levels despite discretionary capital deployment, including:

○

Repayment

of $13.3 million (£10.0 million) of debt principal (1Q 2026).

○

Repurchase

of 387,230 shares of our common stock for $2.6 million (1Q 2026).

Interactive

●

Inspired

rises to #4 supplier in the April slot index rankings for Eilers US Online Game Performance Report5, with three themes

in the Top 25 Slots, including Wolf It Up Again™ and Coin Inferno Step N Stack™ (1Q 2026).

●

Secured

Alberta iGaming supplier license with a planned launch date in 3Q 2026.

Retail

Solutions

●

Signed

long-term contract extension as the exclusive provider of gaming terminals and content to Paddy Power, a bookmaker that owns

and operates betting shops across the UK and Ireland and a core brand within Flutter Entertainment plc (LSE: FLTR) (2Q 2026).

●

Completed

installation of new customer Jenningsbet in the UK LBO market with 120 Vantage terminals installed in 1Q 2026 for a total of

574 terminals.

●

Gained

market share in the UK and Greece, supported by upgraded terminals driving cash box growth ahead of the market.

●

Secured

Genting Casino order of 300 Velos electronic table games, following a 100-terminal trial, with units expected in the second half

of 2026.

Virtual

Sports

●

Extended

global reach through a SaaS distribution agreement with Playtech, enabling Inspired’s Virtuals content and cloud-native

platform to be delivered across Playtech’s established global operator network (2Q 2026).

●

Expanded

partnership with BetMGM and Borgata to bring Virtual Sports to their New Jersey sportsbook; the first US Tier One operator to

integrate Virtual Sports into their sportsbook tab (1Q 2026).

●

Secured

multi-year extensions with key operators, bet365 and Entain (1Q 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 million3, while increasing the Adjusted EBITDA

margin target to up to 45%, from approximately 43%. This incorporates the expected impact of the UK online gaming tax changes effective

as of April 2026.

●

Post-divestiture

of the UK holiday parks business, we expect earnings to be more streamlined and less seasonal on a comparable basis, with Adjusted

EBITDA expected to grow sequentially throughout the year.

5 Eilers

US Online Game Performance Report – April 2026. Rankings are based on a sample of participating operators and suppliers from five

states (Michigan, New Jersey, Pennsylvania, West Virginia, and Delaware).

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 9:00 a.m. ET / 2:00 p.m. in the UK on Thursday, May 7, 2026 to discuss

the financial results and general business trends.

Telephone:

The dial-in number to access the call live is 1-800-715-9871 (US) or 1-646-307-1963 (International). Participants should ask to be joined

into the Inspired Entertainment call.

Webcast:

A live audio-only webcast of the call can be accessed through the “Events and Presentations” page of the Company’s

website at www.inseinc.com under the Investors link. Please follow the registration prompts.

Replay:

A replay of the webcast will be available on the Company’s website at www.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 March 31,

2026

2025

Revenue:

Service

$ 53.3

$ 57.0

Product sales

3.9

3.4

Total revenue

57.2

60.4

Cost of sales:

Cost of service (1)

(8.6 )

(15.0 )

Cost of product sales (1)

(2.6 )

(2.9 )

Selling, general and administrative expenses

(24.3 )

(30.3 )

Depreciation and amortization

(12.5 )

(10.6 )

Net operating income

9.2

1.6

Other expense

Interest expense, net

(10.5 )

(7.0 )

Other finance income

0.1

0.2

Total other expense, net

(10.4 )

(6.8 )

Net loss before income taxes

(1.2 )

(5.2 )

Income tax benefit

0.7

5.1

Net loss

(0.5 )

(0.1 )

Other comprehensive income (loss):

Foreign currency translation gain (loss)

1.4

(0.4 )

Change in fair value of hedging instrument

4.1

—

Reclassification of gain on hedging instrument to comprehensive income

(0.1 )

—

Reclassification of loss on pension plan to comprehensive income

0.2

Other comprehensive income (loss)

5.6

(0.2 )

Comprehensive income (loss)

$ 5.1

$ (0.3 )

Net loss per common share – basic and diluted

$ (0.02 )

$ 0.00

Weighted average number of shares outstanding during the period – basic and diluted

29,288,997

28,973,938

Supplemental disclosure of stock-based compensation expense

Stock-based compensation included in:

Selling, general and administrative expenses

$ (1.4 )

(1)

Excluding

depreciation and amortization

INSPIRED

ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

millions, except share data)

March 31, 2026

December 31, 2025

(Unaudited)

Assets

Current assets

Cash

$ 41.1

$ 42.0

Restricted cash

1.2

1.3

Accounts receivable, net

42.5

43.9

Inventory

15.8

18.5

Prepaid expenses and other current assets

37.9

46.8

Corporate tax and other current taxes receivable

7.5

5.5

Total current assets

146.0

158.0

Property and equipment, net

58.1

60.5

Software development costs, net

22.8

22.7

Other acquired intangible assets subject to amortization, net

13.1

14.0

Goodwill

60.8

62.1

Finance lease right of use asset

20.0

21.7

Operating lease right of use asset

7.4

7.8

Costs of obtaining and fulfilling customer contracts, net

12.1

Deferred tax

64.2

65.3

Other assets

16.7

15.7

Total assets

$ 421.2

$ 439.9

Liabilities and Stockholders’ Deficit

Current liabilities

Accounts payable and accrued expenses

$ 44.0

$ 42.7

Corporate tax and other current taxes payable

7.2

9.1

Deferred revenue, current

8.3

7.1

Operating lease liabilities

2.6

2.9

Current portion of finance lease liabilities

4.2

4.3

Other current liabilities

4.0

4.7

Total current liabilities

70.3

70.8

Long-term debt

326.3

345.2

Finance lease liabilities, net of current portion

12.6

13.8

Deferred revenue, net of current portion

17.3

19.1

Operating lease liabilities

5.9

6.1

Other long-term liabilities

1.2

1.1

Total liabilities

433.6

456.1

Commitments and contingencies

—

Stockholders’ deficit

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

—

Common stock; $0.0001 par value; 49,000,000 shares authorized; 26,672,343 shares and 26,873,509 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

—

Additional paid in capital

396.2

394.9

Accumulated other comprehensive income

53.4

47.8

Accumulated deficit

(462.0 )

(458.9 )

Total stockholders’ deficit

(12.4 )

(16.2 )

Total liabilities and stockholders’ deficit

$ 421.2

$ 439.9

INSPIRED

ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in

millions) (Unaudited)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss

$ (0.5 )

$ (0.1 )

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

Depreciation and amortization

11.1

9.7

Amortization of finance lease right of use asset

1.4

0.9

Amortization of operating lease right of use asset

0.5

0.8

Stock-based compensation expense

1.4

Amortization of deferred financing fees relating to senior debt

1.0

0.5

Deferred tax

(0.2 )

(1.9 )

Changes in assets and liabilities:

Accounts receivable

0.7

15.1

Inventory

2.4

(2.0 )

Prepaid expenses and other assets

10.7

(0.5 )

Corporate tax and other current taxes payable

(3.9 )

(11.3 )

Accounts payable and accrued expenses

2.2

14.3

Deferred revenue and customer prepayment

0.1

1.6

Operating lease liabilities

(0.6 )

(1.1 )

Pension contributions

(0.1 )

(0.2 )

Other long-term liabilities

0.5

(1.7 )

Net cash provided by operating activities

26.7

25.5

Cash flows from investing activities:

Purchases of property and equipment

(3.7 )

(9.2 )

Purchases of capital software and internally developed costs

(3.4 )

(2.1 )

Contract cost expense

(3.0 )

(3.8 )

Net cash used in investing activities

(10.1 )

(15.1 )

Cash flows from financing activities:

Repayments of long-term debt

(13.3 )

—

Repurchase of common stock

(2.6 )

—

Repayments of finance leases

(0.8 )

(1.7 )

Net cash used in financing activities

(16.7 )

(1.7 )

Effect of exchange rate changes on cash

(0.9 )

1.0

Net (decrease) increase in cash

(1.0 )

9.7

Cash, beginning of period

43.3

29.3

Cash and restricted cash, end of period

$ 42.3

$ 39.0

Components of cash and restricted cash

Cash

41.1

39.0

Restricted cash

1.2

—

Total cash and restricted cash, end of period

$ 42.3

$ 39.0

Supplemental cash flow disclosures

Cash paid during the period for interest

$ 0.9

$ 1.2

Cash paid during the period for income taxes

$ 1.7

$ 0.7

Cash paid during the period for operating leases

$ 0.9

$ 1.7

Supplemental disclosure of noncash 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

$ (0.4 )

$ —

Right of use property and equipment acquired through finance lease

$ —

$ 4.2

INSPIRED

ENTERTAINMENT, INC. AND SUBSIDIARIES

RECONCILIATION

OF NON-GAAP FINANCIAL MEASURES

ADJUSTED

EBITDA RECONCILIATION BY SEGMENT

(in

millions)

(Unaudited)

Three

Months Ended March 31, 2026

Retail Solutions

Virtual Sports

Interactive

Corporate

Total

Net income (loss)

$ 5.4

$ 3.8

$ 10.7

$ (20.4 )

$ (0.5 )

Items Relating to Legacy Activities:

Pension charges

—

0.3

Items outside the normal course of business:

Costs of group restructure

0.3

—

0.3

Stock-based compensation expense

0.2

0.1

0.9

1.4

Depreciation and amortization

8.4

2.1

1.0

12.5

Interest expense, net

—

10.5

Other finance income

—

(0.1 )

Income tax

—

(0.7 )

Adjusted EBITDA

$ 14.3

$ 6.1

$ 11.8

$ (8.5 )

$ 23.7

Adjusted EBITDA

£ 10.6

£ 4.5

£ 8.8

£ (6.3 )

£ 17.6

Exchange rate - $ to £

1.35

Three

Months Ended March 31, 2025

Retail Solutions

Virtual

Sports

Interactive

Corporate

Total

Net income (loss)

$ 2.5

$ 4.9

$ 6.9

$ (14.4 )

$ (0.1 )

Items Relating to Legacy Activities:

Pension charges

—

0.2

Items outside the normal course of business:

Costs of group restructure

0.3

—

0.3

0.6

Costs of group restatement

—

4.0

Stock-based compensation expense

0.3

0.1

0.9

1.4

Depreciation and amortization

7.9

1.3

0.7

10.6

Interest expense, net

—

7.0

Other finance income

—

(0.2 )

Income tax

—

(5.1 )

Adjusted EBITDA

$ 11.0

$ 6.3

$ 7.7

$ (6.6 )

$ 18.4

Adjusted EBITDA

£ 8.8

£ 5.0

£ 6.2

£ (5.4 )

£ 14.6

Exchange rate - $ to £

1.26

ADJUSTED

NET INCOME RECONCILIATION

(in

millions, except share data)

(Unaudited)

For the Three-Month Period ended

March 31,

(In millions)

2026

2025

Net (loss) income

$ (0.5 )

$ (0.1 )

Items Relating to Legacy Activities:

Pension charges

0.3

0.2

Items outside the normal course of business:

Cost of group restructure

0.3

0.6

Cost of group restatement

—

4.0

Effect of exchange rates on cash

(0.8 )

(1.0 )

Mark to market movement on currency deals

—

0.1

Loss on sale of business

—

Other finance income

(0.1 )

(0.2 )

Tax Impact

0.1

0.2

Adjusted Net (Loss) Income

$ (0.7 )

$ 3.8

Adjusted Net (Loss) Income

£ (0.6 )

£ 3.0

Exchange Rate - $ to £

1.35

1.26

Weighted average number of shares outstanding– diluted

29,288,997

29,689,818

Adjusted Net (Loss) Income per diluted share

$ (0.02 )

$ 0.13

PRO-RATED

SEGMENT ADJUSTED EBITDA CONTRIBUTION

(in

millions)

(Unaudited)

Three

Months Ended March 31, 2026

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Functions

Total

Total Revenue

$ 31.8

$ 8.7

$ 16.7

$ —

$ 57.2

Segment % of Total Revenue

55.6 %

15.2 %

29.2 %

100.0 %

Adjusted EBITDA

$ 14.3

$ 6.1

$ 11.8

$ (8.5 )

$ 23.7

Corporate allocation(1)

(4.7 )

(1.3 )

(2.5 )

8.5

—

Segment-level Adjusted EBITDA including pro-rated corporate allocation

$ 9.6

$ 4.8

$ 9.3

$ —

$ 23.7

Segment Contribution to Adjusted EBITDA

40.5 %

20.3 %

39.2 %

100.0 %

(1) Corporate

allocation pro-rated by segment % of total revenue contribution

Three

Months Ended March 31, 2025

Retail

Solutions

Virtual

Sports

Interactive

Corporate

Functions

Total

Total Revenue

$ 39.6

$ 8.7

$ 12.1

$ —

$ 60.4

Segment % of Total Revenue

65.6 %

14.4 %

20.0 %

100.0 %

Adjusted EBITDA

$ 11.0

$ 6.3

$ 7.7

$ (6.6 )

$ 18.4

Corporate allocation(1)

(4.4 )

(0.9 )

(1.3 )

6.6

—

Segment-level Adjusted EBITDA including pro-rated corporate allocation

$ 6.6

$ 5.4

$ 6.4

$ —

$ 18.4

Segment Contribution to Adjusted EBITDA

35.9 %

29.3 %

34.8 %

100.0 %

(1) Corporate

allocation pro-rated by segment % of total revenue contribution

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit 99.2

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 4

Binary file (9497 bytes)

Download ex99-1_001.jpg

GRAPHIC

Filename: ex99-2_001.jpg · Sequence: 5

Binary file (165049 bytes)

Download ex99-2_001.jpg

GRAPHIC

Filename: ex99-2_002.jpg · Sequence: 6

Binary file (849246 bytes)

Download ex99-2_002.jpg

GRAPHIC

Filename: ex99-2_003.jpg · Sequence: 7

Binary file (336737 bytes)

Download ex99-2_003.jpg

GRAPHIC

Filename: ex99-2_004.jpg · Sequence: 8

Binary file (239318 bytes)

Download ex99-2_004.jpg

GRAPHIC

Filename: ex99-2_005.jpg · Sequence: 9

Binary file (253926 bytes)

Download ex99-2_005.jpg

GRAPHIC

Filename: ex99-2_006.jpg · Sequence: 10

Binary file (276368 bytes)

Download ex99-2_006.jpg

GRAPHIC

Filename: ex99-2_007.jpg · Sequence: 11

Binary file (203505 bytes)

Download ex99-2_007.jpg

GRAPHIC

Filename: ex99-2_008.jpg · Sequence: 12

Binary file (221063 bytes)

Download ex99-2_008.jpg

GRAPHIC

Filename: ex99-2_009.jpg · Sequence: 13

Binary file (295419 bytes)

Download ex99-2_009.jpg

GRAPHIC

Filename: ex99-2_010.jpg · Sequence: 14

Binary file (264050 bytes)

Download ex99-2_010.jpg

GRAPHIC

Filename: ex99-2_011.jpg · Sequence: 15

Binary file (227045 bytes)

Download ex99-2_011.jpg

GRAPHIC

Filename: ex99-2_012.jpg · Sequence: 16

Binary file (305893 bytes)

Download ex99-2_012.jpg

GRAPHIC

Filename: ex99-2_013.jpg · Sequence: 17

Binary file (298693 bytes)

Download ex99-2_013.jpg

GRAPHIC

Filename: ex99-2_014.jpg · Sequence: 18

Binary file (95519 bytes)

Download ex99-2_014.jpg

GRAPHIC

Filename: ex99-2_015.jpg · Sequence: 19

Binary file (269142 bytes)

Download ex99-2_015.jpg

GRAPHIC

Filename: ex99-2_016.jpg · Sequence: 20

Binary file (364218 bytes)

Download ex99-2_016.jpg

GRAPHIC

Filename: ex99-2_017.jpg · Sequence: 21

Binary file (264016 bytes)

Download ex99-2_017.jpg

GRAPHIC

Filename: ex99-2_018.jpg · Sequence: 22

Binary file (268962 bytes)

Download ex99-2_018.jpg

GRAPHIC

Filename: ex99-2_019.jpg · Sequence: 23

Binary file (231638 bytes)

Download ex99-2_019.jpg

GRAPHIC

Filename: ex99-2_020.jpg · Sequence: 24

Binary file (231585 bytes)

Download ex99-2_020.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 30

v3.26.1

Cover

May 07, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 07, 2026

Entity File Number

001-36689

Entity Registrant Name

Inspired

Entertainment, Inc.

Entity Central Index Key

0001615063

Entity Tax Identification Number

47-1025534

Entity Incorporation, State or Country Code

Entity Address, Address Line One

250

West 57th Street

Entity Address, Address Line Two

Suite 415

Entity Address, City or Town

New

York

Entity Address, State or Province

Entity Address, Postal Zip Code

10107

City Area Code

(646)

Local Phone Number

565-3861

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

stock, par value $0.0001 per share

Trading Symbol

INSE

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- 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

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration