Inspired Entertainment, Inc.: Form 10-Q for the period ended Sep 30, 2025

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this report.

Forward-Looking Statements

We make forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking Statements at the forepart of this report

Seasonality

Our results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on quarter due to both supply and demand factors. Player activity for our holiday parks has generally been higher in the second and third quarters of the year, particularly during the summer months and slower during the first and fourth quarters of the year.

Revenue

We generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and iv) through software license fees. Participation revenue generally includes a right to receive a share of our customers’ gaming revenue, typically as a share of net win but sometimes as a share of the handle or “coin in” which represents the total amount wagered.

Geographic Range

Geographically, the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world (including North America).

For the three and nine months ended September 30, 2025, we derived approximately 73% and 71% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), respectively, 6% (in both periods) from USA, 7% and 8% from Greece respectively, and the remaining 14% and 15% across the rest of the world. During the three and nine months ended September 30, 2024, we derived approximately 77% and 76% of our revenue from the UK respectively, 4% and 3% from USA respectively, 7% and 8% from Greece respectively and 12% and 13% respectively for the rest of world.

As of September 30, 2025, our non-current assets (excluding goodwill) were attributable as follows: 70% to the UK, 15% to Greece and 15% across the rest of the world. As of September 30, 2024, our non-current assets (excluding goodwill) were attributable as follows: 75% to the UK, 8% to Greece and 17% across the rest of the world.

Foreign Exchange

Our results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic region in which the largest portion of our business is operated is the UK and the British pound (“GBP”) is our functional currency. Our reporting currency is the U.S. dollar (“USD”). Our results are translated from our functional currency of GBP into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances. The effect of translating our functional currency into our reporting currency, as well as translating the results of foreign subsidiaries that have a different functional currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income.

During the three and nine months ended September 30, 2025, we derived approximately 27% and 29% respectively of our revenue from sales to customers outside the UK (see discussion above), compared to 23% and 24% during the three and nine months ended September 30, 2024, respectively.

In the section “Results of Operations” below, currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior year period, 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-period average GBP:USD rate. This is not a U.S. GAAP measure, but one which management believes provides a useful indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements, and currency translation impacts are shown independently.

Non-GAAP Financial Measures

We use certain financial measures that are not compliant with U.S. GAAP (“Non-GAAP financial measures”), including EBITDA and Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain non-GAAP financial measures, define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See “Non-GAAP Financial Measures” below.

Results of Operations

Our results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting currency (USD). During the three month periods ended September 30, 2025 and September 30, 2024, the average GBP:USD rates were 1.35 and 1.30, respectively, and for the nine-month periods ended September 30, 2025 and September 30, 2025 were 1.32 and 1.28, respectively.

The following discussion and analysis of our results of operations has been organized in the following manner:

• a discussion and analysis of the Company’s results of operations for the three and nine-month periods ended September 30, 2025, compared to the same period in 2024; and
• a discussion and analysis of the results of operations for each of the Company’s segments (Gaming, Virtual Sports, Interactive and Leisure) for the three and nine-month periods ended September 30, 2025, compared to the same period in 2024, including key performance indicator (“KPI”) analysis.

24

In the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.

For all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Key Events – Current Quarter

During the three-month period ended September 30, 2025, in the Gaming segment 202 new terminals were delivered to OPAP as part of the order of 4,000 new VLT’s placed in the Greek market in the fourth quarter of 2024 (all of which will be delivered in 2025), 1,304 machines were sold in the UK market to customers including Bod Rudd, Essex Leisure, Regal Ltd and other independent market customers.

During the three-month period ended September 30, 2025, Inspired extended its long-term partnership with William Hill, introducing an enhanced Virtual Sports experience and upgraded retail rollout. As part of the contract extension, Inspired will deliver a comprehensive upgrade to William Hill’s Virtual Sports offering across its UK retail estate.

During the three-month period ended September 30, 2025, the Interactive segment recorded a net increase of three operators compared with the prior quarter, driven primarily by continued momentum among mid-market operators. Inspired also expanded its Hybrid Dealer content footprint in North America through the Caesars Palace Wheel of Wins rollout to Michigan and Ontario, following its successful launch in New Jersey.

During the three-month period ended September 30, 2025, Inspired entered into definitive agreement relating to the sale of Inspired’s UK holiday parks business and certain associated leisure assets (“Indigo NewCo Limited”). As part of the agreement, Inspired will provide gaming and content platform services, and machine spare parts on a recurring revenue basis to Indigo NewCo Limited.

During the quarter, the pending sale of Indigo NewCo Limited was classified as held-for-sale, the Company further considered ASC 205-20 and whether or not the disposal represented a strategic shift that would have a major effect on the Company’s operations and financial results. An assessment was made from both a quantitative and qualitative perspective and the Company concluded that the disposal did not represent a strategic shift. As such, the Company did not present the pending sale as discontinued operations.

While the Indigo NewCo Limited business represents approximately 17% of Group revenue and 8% of Group EBITDA, it generates zero free cashflow as a result of capital reinvestment. The operations of Indigo NewCo Limited are primarily associated with children’s amusement machines, which is contrary to the Company’s primary strategy of developing digital gaming for adults.

Based on management’s conclusion that the sale of Indigo NewCo Limited represents a non-core part of the Company’s strategy, in addition to the Financial Accounting Standards Board’s use of the word “major” in ASC 205-20-45-1C suggesting a relatively high bar for a disposal to be considered a strategic shift on a quantitative basis, our analysis of both qualitative and quantitative factors determined that the sale of Indigo NewCo Limited did not meet the definition of a strategic shift that would have a major effect on the operations or financial results of the Company.

During the quarter, Inspired also began transitioning a number of pub customers to a new operating model by refocusing on content and machine supply.

During the third quarter of 2025, management identified the nonrenewal of two significant customer contracts within the pub sector as a potential indicator of impairment for the All Other asset group within the Leisure segment under the long-lived asset guidance in U.S. GAAP.

The two contracts collectively represented approximately 15% and 14% of the Leisure segment’s total revenues and EBITDA, respectively, and approximately 33% and 24% of the “All Other Leisure” asset groups total revenue and EBITDA during the year ended December 31, 2024.

As a result of the identified triggering event, management performed a recoverability test for the affected asset group as of August 1, 2025. Based on this analysis, the undiscounted estimated future cash flows exceeded the carrying amount of the asset group; therefore, no impairment charge was recorded. Management will continue to monitor the segment’s performance and customer’s relationships for potential future indicators of impairment.

Overall Company Results

Three and nine Months ended September 30, 2025, compared to Three and nine Months ended September 30, 2024

(In millions)

See “Segments Results” below for a more detailed explanation of the significant changes in our components of revenue within the individual segment results of operations.

Revenue (for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024)

Consolidated Reported Revenue by Segment

For the three-month period ended September 30, 2025, revenue on a functional currency (at constant rate) basis increased by $6.1 million or 8% compared to the three-month period ended September 30, 2024 and for the nine months period ended September 30, 2025, revenue on a functional currency basis increased by $5.7 million or 3% compared to the nine-month period ended September 30, 2024.

For the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, Gaming revenue increased by $3.8 million, Gaming product sales increased $2.7 million due to increases in the UK and North America, and service sales increased $1.1 million due to an increase in unit volumes in the UK and Greece markets. Virtual Sports revenue declined by $2.2 million due to reduced Online revenue. Interactive revenue increased by $4.5 million, driven by revenue growth in the UK and North America: and Leisure revenue increased by $0.2 million with service sales increases of $0.5 million, partially offset by product sales decreases of $0.3 million predominantly due to holiday parks in UK.

For the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024, Gaming revenue increased by $1.8 million, Gaming service revenue of $5.7 million predominantly due to the UK and mainland Europe markets partially offset by product sales decline of $3.9 million due to a decrease in the North America markets as product sales do not typically follow a linear year-over-year trend. Virtual Sports revenue decreased by $8.9 million due to a decrease in Online revenue. Interactive revenue increased by $12.0 million, driven by revenue growth in the UK, mainland Europe and Latin America; and Leisure revenue increased by $0.8 million with service sales increased by $1.1 million and partially offset by product sales decrease of $0.3 million. Increases were due to Holiday Parks revenue growth in both existing and new sites added in the prior twelve-month period as well as revenue growth in the Bingo sector.

Cost of Sales, excluding depreciation and amortization

Cost of sales, excluding depreciation and amortization, for the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, increased by $1.6 million or 7%, driven by a $0.7 million increase in cost of service, and a $0.9 million increase in cost of service.

Cost of sales, excluding depreciation and amortization, for the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024, decreased $1.8 million or 3%, driven by a $2.7 million decrease in cost of product, predominantly driven by a fluctuation in product revenues, partially offset by an increase in cost of service of $0.9 million.

Staff related selling, general and administrative expenses

Staff related selling, general and administrative expenses for the three and nine-month period ended September 30, 2025, increased by $1.7 million and $2.7 million, or 11% and 6% respectively compared to the three and nine-month period ended September 30, 2024, mainly related to performance based short term incentive expenses timings.

Non-staff related selling, general and administrative expenses

Non-Staff related selling, general and administrative expenses for the three-month period ended September 30, 2025 increased by $0.5 million, or 4% compared with the three-month period ended September 30, 2024 predominantly driven by increases in professional fees due to timings of activities as are not linear year-on-year partially offset by favorable realized gain on foreign currency movements and favorable facility charges for lower insurance premiums and utility costs.

Non-Staff related selling, general and administrative expenses for the nine-month period ended September 30, 2025 decreased by $0.9 million, or 2% compared with the nine-month period ended September 30, 2024 mainly driven by a favorable realized gain on foreign currency movement.

Stock-based compensation

During the three and nine-month period ended September 30, 2025, the Company recorded stock-based compensation expenses of $1.4 million and $4.6 million, respectively, compared to stock-based compensation expenses of $1.8 million and $5.7 million for the three and nine-month period ended September 30, 2024. All expenses related to outstanding awards.

Depreciation and amortization

Depreciation and amortization for the three-month period ended September 30, 2025, increased by $1.6 million compared to the three-month period ended September 30, 2024. This was driven by increases across Gaming of $0.6 million related to gaming machine additions, Virtuals of $0.3 million, and Interactive $0.6 million related to software development intangible additions.

Depreciation and amortization for the nine-month period ended September 30, 2025, increased by $6.0 million compared to the nine-month period ended September 30, 2024. This was predominantly driven by increases in Gaming of $4.4 million and Leisure of $1.2 million.

Net operating income

During the three and nine-month periods ended September 30, 2025, net operating income was $9.7 million and $19.2 million, respectively, representing a decrease of $1.6 million and increase of $1.2 million, respectively, compared to the three and nine-month periods ended September 30, 2024.

The year-over-year decline in the three-month period ended September 30, 2025, was predominantly due to the Held for Sale impairment and, increased depreciation and amortization expense, partially offset by higher revenues and lower selling, general and administration expenses.

The year-over-year increase in the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024, was mainly due to lower cost of product and non-staff related selling, general and administrative expenses partially offset by the Held for Sale impairment and higher depreciation and amortization expenses.

Net Income/Loss

For the three and nine-months ended September 30, 2025, net loss was $1.9 million and $9.8 million, respectively, compared to a net income of $2.8 million and a net loss of $2.2 million, respectively, in the three and nine-month period ended September 30, 2024.

For the three-month period ended September 30, 2025, the $4.4 million decrease compared to the three-month period ended September 30, 2024, was due to the decrease in net operating income and higher net interest expense driven by the refinancing activities in the second quarter of 2025 and impact of FX rates partially offset by a decrease in tax expense.

For the nine-month period ended September 30, 2025, the $6.5 million decrease compared to the nine-month period ended September 30, 2024, was due to higher net interest expense driven by the refinancing activities in the second quarter of 2025 and impact of FX rates as well as an increase in tax expense, partially offset by an increase in the net operating income.

Deferred Tax

The Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under Section 163(j).

Segment Results (for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024)

Gaming

We generate revenue from our Gaming segment through delivery of our gaming terminals preloaded with proprietary gaming software, server-based content, as well as services such as terminal repairs, maintenance, software upgrades and upgrades on a when and if available basis and content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals placed in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Gaming business is principally driven by changes in (i) the number of operator customers we have, (ii) the number of Gaming machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive pursuant to our contracts with our customers.

Gaming, Key Performance Indicators

(1) Includes all SBG terminals in which the Company takes a participation revenue share across all territories.

(2) Includes approximately 2,500 lottery terminals where the revenue share is on handle instead of net win.

In the table above:

“End of Period Installed Base” is equal to the number of deployed Gaming terminals at the end of each period that have been placed on a participation or fixed rental basis. Gaming participation revenue, which comprises the majority of Gaming Service revenue, is directly related to the participation terminal installed base. This is the medium by which our customers generate revenue and distribute a revenue share to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher the Company’s revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth across the segment. This does not include Service Only terminals.

Revenue is derived from the performance of the installed base as described by the Gross and Net Win KPIs.

If the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.

“Total Gaming - Average Installed Base” is the average number of deployed Gaming terminals during the period consisting of both participation terminals and fixed rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe this measure is particularly useful for assessing existing customers or markets to provide comparisons of historical size and performance. This does not include Service Only terminals.

“Participation - Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a participation basis.

“Fixed Rental - Average Installed Base” is the average number of deployed Gaming terminals that generated revenue on a fixed rental basis.

“Service Only - Average Installed Base” is the average number of terminals that generated revenue on a Service only basis.

“Customer Gross Win per unit per day” is a KPI used by our management to (i) assess impact on the Company’s revenue, (ii) determine changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our customers. Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings to players divided by the Average Installed Base in the period, then divided by the number of days in the period.

Gaming revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined as a regulatory levy paid by the Customer to government bodies) and applying the Company’s contractual revenue share percentage.

Our management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we operate.

“Customer Net Win per unit per day” is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.

“Inspired Blended Participation Rate” is the Company’s average revenue share percentage across all participation terminals where revenue is earned on a participation basis, weighted by Customer Net Win per unit per day.

“Inspired Fixed Rental Revenue per Gaming Machine per week” is the Company’s average fixed rental amount across all fixed rental terminals where revenue is generated on a fixed fee basis, per unit per week.

“Inspired Service Rental Revenue per Gaming Machine per week” is the Company’s average service rental amount across all service only rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.

“Gaming Long term license amortization” is the upfront license fee per terminal which is typically spread over the life of the terminal.

Our overall Gaming revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation - Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation Rate, which is equal to “Participation Revenue”.

“Number of Machine sales” is the number of terminals sold during the period.

“Average selling price per terminal” is the total revenue in GBP of the Gaming terminals sold divided by the “number of Machine sales”.

Gaming, Recurring Revenue

Set forth below is a breakdown of our Gaming recurring revenue. Gaming recurring revenue principally consist of Gaming participation revenue and fixed rental revenue.

In the table above:

“Gaming Participation Revenue” includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues; and (ii) licensing of our game content and intellectual property to third parties.

“Gaming Other Fixed Fee Recurring Revenue” includes service revenue in which the Company earns a periodic fixed fee on a contracted basis.

“Gaming Project Recurring Revenue” relates specifically to a single customer for machine estate upgrades and distribution.

“Gaming Long term license amortization” – see the definition provided above.

“Total Gaming Recurring Revenue” is equal to Gaming Participation Revenue plus Gaming Other Fixed Fee Recurring Revenue.

Gaming, Service Revenue by Region

Set forth below is a breakdown of our Gaming service revenue by geographic region. Gaming Service revenue consists principally of Gaming participation revenue, Gaming other fixed fee revenue, Gaming long-term license amortization and Gaming other non-recurring revenue. See “Gaming Segment Revenue” below for a discussion of gaming service revenue between the periods under review.

(In millions)

Note: Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

Gaming, Results of Operations

(In millions)

Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Gaming results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Gaming Revenue

During the three and nine-month period ended September 30, 2025, Gaming revenue increased by $3.8 million and $1.8 million, or 17% and 3% respectively compared to the three-and nine-month period ended September 30, 2024. During the three-month period ended September 30, 2025, this was driven by an increase in Product revenue $2.7 million and Service revenue $1.1 million. During the nine-month period ended September 30, 2025, this was driven by an increase in Service revenue of $5.7m, partially offset by a decrease in Product revenue of $3.9 million.

For the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, the increase in Gaming Service revenue was driven by increases of $1.2 million in the UK market predominantly due to the William Hill Vantage® terminal deployment, and a $0.5 million increase in the Greek market, partially offset by a decrease in North America.

For the nine-month period ended September 30, 2025 compared to the nine-month period ended September 30, 2024, the increase in Gaming Service revenue was driven by an increase of $4.5 million from the UK markets predominantly due to the William Hill Vantage® terminal deployment, inclusive of UK LBO shop closures, and a $2.0 million increase from Greece, partially offset by a reduction in North America.

For the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, the product revenue increased by $2.7 million from sales in the UK market.

For the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024, the product revenue decreased by $3.9 million as the prior year period contained higher volumes of hardware sales which are less predictable in nature.

Gaming Net Operating Income

Net operating income for the three-month period ended September 30, 2025, increased by $2.8 million, compared to the three-month period ended September 30, 2024. The increase was primarily driven by an increase in revenue of $3.8 million mainly from hardware sales.

Net income for the nine-month period ended September 30, 2025, increased by $3.9 million, compared to the nine-month period ended September 30, 2024. The increase was primarily due to a decrease in cost of product of $2.8 million from lower volumes of hardware sales, a reduction in staff-related selling, general and administrative expenses driven by the closure of the Bridgend manufacturing facility in 2024.

Virtual Sports

We generate revenue from our Virtual Sports segment through the on-premise solution and hosting of our products. We primarily receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Virtual Sports content placed on our customers’ websites or in our customers’ facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.

Virtual Sports, Key Performance Indicators

In the table above:

“No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports revenue during the period, respectively.

“Total Revenue (£m)” represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue. Total revenue is also divided between “Total Revenue (£m) – Retail,” which consists of revenue earned through players wagering at Virtual Sports venues, “Total Revenue (£m) – Online Virtuals,” which consists of revenue earned through players wagering on Virtual Sports online.

Virtual Sports, Recurring Revenue

Set forth below is a breakdown of our Virtual Sports recurring revenue, which consists of Retail Virtuals and Online Virtuals recurring revenue as well as long-term license amortization. See “Virtual Sports Segment Revenue” below for a discussion of Virtual Sports Service revenue between the periods under review.

“Recurring Revenue” includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable with our game servers.

“Virtual Sports Long term license amortization” is the upfront license fee which is typically spread over the life of the contract.

Virtual Sports, Results of Operations

(In millions)

Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Virtual Sports revenue

During the three and nine-month period ended September 30, 2025, revenue decreased by $2.2 million and $8.9 million, or 20% and 25%, respectively compared to the three and nine-month period ended September 30, 2024 primarily driven by a regulation in the Brazilian market and introduction of new levies.

Virtual Sports net operating income

During the three and nine-month period ended September 30, 2025, operating income decreased by $2.7 million and $10.0 million respectively compared to the three and nine-month period ended September 30, 2024, primarily due to the decreases in revenues and increases in the associated cost of sales mainly related to regulation of the Brazilian market and introduction of new levies.

Interactive

We generate revenue from our Interactive segment through the various games and content made available via third party aggregation platforms with Inspired’s remote gaming server or directly on the customers remote gaming server platform, and services such as customer support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Interactive content placed on our customers’ websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.

Interactive, Key Performance Indicators

In the table above:

“No. of Live Customers at the end of the period” and “Average No. of Live Customers” represent the number of customers from which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue during the period, respectively.

“No. of Games available at the end of the period” and “Average No. of Games available” represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games that are available but have not yet gone live with any operators) and the average number of games that are available for operators to deploy during the period, respectively. This incorporates both live games and inactive games.

“No. of Live Games at the end of the period” and “Average No. of Live Games” represents the number of games from which there is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period, respectively.

“Total Revenue (£m)” represents total revenue for the Interactive segment, including recurring and upfront service revenue.

Interactive, Results of Operations

(In millions)

Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Interactive revenue

During three-month period ended September 30, 2025, revenue increased by $4.5 million, or 44% compared to the three-month period ended September 30, 2024, predominantly driven by revenue growth in the UK, and North America due to the launch of new content across the estate and increased promotional activity through exclusive deals with tier-one customers.

During the nine-month period ended September 30, 2025, revenue increased by $12.0 million, or 43% compared to the nine-month period ended September 30, 2024, primarily driven by revenue growth in the UK, and North America.

Interactive Net operating income

Net operating income for the three and nine-month periods ended September 30, 2025, increased by $3.0 million and $8.9 million, respectively compared to the three and nine-month period ended September 30, 2024.

For the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024, this increase was driven by the increase in Gross Margin of $4.2 million, partially offset by increases in Staff-related selling, general and administrative expenses of $0.5 million and increases in Depreciation and Amortization of $0.6 million.

For the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024, this increase was driven by the increase in Gross Margin of $11.4 million, partially offset by increases in staff-related selling, general and administration expenses of $1.7 million and non-staff related selling, general and administrative expenses of $1.0 million.

Leisure

We typically generate revenue from our Leisure segment through the supply of our gaming and amusement machines. We receive rental fees for machines, typically on a long-term contract basis, on both a participation and fixed fee basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays, any relevant regulatory levies and minimum fixed incomes where applicable) from machines placed in our customers’ facilities. We generally recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net win performance of the machines and the net win percentage that we receive pursuant to our contracts with our customers.

Leisure, Key Performance Indicators

(1) Motorway Service Area machines

In the table above:

“End of period installed base Gaming” and “Average installed base Gaming” represent the number of gaming machines installed (excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent on maximum stake and prize available), from which there is participation or rental revenue at the end of the period or as an average over the period.

“End of period installed base Other” and “Average installed base Other” represent the number of all other category machines installed (excluding Holiday Park machines) from which there is participation or rental revenue at the end of the period or as an average over the period.

“Revenue per machine unit per week” represents the average weekly participation or rental revenue recognized during the period.

Leisure, Results of Operations

(In millions)

Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Leisure results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Leisure Revenue

For the three-month period ended September 30, 2025, revenue increased by $0.2 million or 0% compared to the three-month period ended September 30, 2024, predominantly due to the growth in existing holiday parks and new sites.

For the nine-month period ended September 30, 2025, revenue increased by $0.8 million or 1% compared to the nine-month period ended September 30, 2024 mainly due to increases in holiday parks due to revenue growth in both existing and new sites added in the prior twelve-month period as well as revenue growth in the Bingo sector.

Leisure Net Operating Income

Net operating income for the three-month period ended September 30, 2025, decreased $7.1 million compared to the three-month period ended September 30, 2024. This was primarily due to the Held for Sale impairment adjustment of $5.7 million and an increase in other selling, general and administration costs of $0.5 million.

Net operating income for the nine-month period ended September 30, 2025, decreased $7.1 million compared to the nine-month period ended September 30, 2024. This is predominantly from the Held for Sale impairment adjustment of $5.6 million, depreciation and amortization of $1.2 million and an increase in other selling, general and administration costs of $0.5 million.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, including 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 specific rules or regulations 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, or 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 measures.

We 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 schemes. Additional adjustments are made for items considered outside the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance, impairments, 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 (4) the costs of the restatement of previously issued financial statements.

We 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.

Functional Currency at Constant rate. Currency impacts discussed have been calculated as the current-period average GBP: USD rate less the equivalent average rate in the prior period, 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-period 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 loss, as shown in our Consolidates Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below:

Reconciliation to Adjusted EBITDA by segment for the Three and Nine Months ended September 30, 2025

(In millions)

Note: Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would not be practical; these are shown in the Corporate category.

Reconciliation to Adjusted EBITDA by segment for the Three and nine Months ended September 30, 2024

(In millions)

Note: Certain corporate function costs have not been allocated to the Company’s reportable operating segments because to do so would not be practical; these are shown in the Corporate category.

Notes to Adjusted EBITDA reconciliation tables above:

(1) “Pension charges” are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit scheme which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension scheme) and a small amount of associated professional services expenses. These costs are included within Corporate Functions.

(2) “Costs of Group Restructure” includes redundancy costs, Payments In Lieu of Notice costs and any associated employer taxes. To qualify as being an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in relation to the exit of an Executive.

(3) “Costs of group Restatement” includes accounting advice and other related costs associated with the restatement of financial statements. It also includes costs relating to the SEC inquiry that was concluded in January 2025. To qualify as an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature.

(4) Stock-based compensation expense, Depreciation and amortization, Total other expense, net and Income tax are described above in the Results of Operations line item discussions. Total expense, net includes interest income, interest expense, change in fair value of earnout liability, change in fair value of derivative liability and other finance income.

(5) Exchange rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

(6) “Profit on disposal of trade & assets” — In January 2022, the Company sold its Italian VLT business, including all terminals and other assets, staff costs and facilities and contracts to a non-connected party, recognizing a profit on this disposal.

(7) Held for sale adjustment – impairment – In Q3 2025, the company entered into a definitive agreement to the sale of its UK holiday parks business and certain associated leisure assets. This includes assets held for sale measured at the lower of carrying value or fair value less the costs to sell.

42

Liquidity and Capital Resources

Nine Months ended September 30, 2025, compared to Nine Months ended September 30, 2024

(in millions)

Net cash provided by operating activities

For the nine months ended September 30, 2025, net cash provided by operating activities was a $50.8 million inflow, compared to a $24.8 million inflow for the nine months ended September 30, 2024, representing a $26.0 million increase in cash generation from operating activities. This increase was driven primarily through the collection of receipts in the current year relating to machine sales made at the end of the previous year and favorable timing on supplier payments.

Change in fair value of stock-based compensation expense decreased by $1.1 million from $5.7 million to $4.6 million. All expenses related to outstanding awards.

Depreciation and amortization increased by $7.7 million, to $42.3 million, with increases of $5.3 million for machine depreciation, $2.4 million for software development amortization and $0.5 million for non-machine depreciation partly offset by reductions for intangible assets and contract costs of $0.3 million and $0.2 million respectively.

Other net cash generated/(utilized) by operating activities increased by $22.3 million, to a $8.3 million inflow. The relative movements between the nine months ended September 30, 2025 and the nine months ended September 30, 2024 resulted in favorable movements in accounts receivable of $28.3 million and in accounts payable and other creditors of $23.7 million. The favorable movement in accounts receivable was due to collection of receipts in the first half of 2025 from several significant machine hardware sales made at the end of 2024. The favorable movements from accounts payable was due to timing of supplier payments and the timing of the roll out of machines being delivered to Greece . These were partly offset by adverse movements in other debtors and prepayments of $19.0 million due to changes in accrued income levels and finance lease debtors, inventory $3.2 million due to relative movements in machine levels in both the UK and the US, corporate and other taxes $3.6 million and long term liabilities of $3.0 million.

Net cash used in investing activities

Net cash utilized in investing activities increased by $12.7 million, to $42.2 million during the nine months ended September 30, 2025. This was driven by higher spend on plant, property and equipment of $12.9 million and on contract costs $1.4 million partly offset by lower capital software spend of $1.5 million.

Net cash used by financing activities

During the nine months ended September 30, 2025, net cash generated by financing activities was $3.4 million. The refinancing of the business in June 2025 resulted in a net generation of cash of $8.3 million which was partly offset by a $4.9 million outflow relating to finance lease spend. During the nine months ended September 30, 2024, net cash utilized by financing activities was $0.4 million all relating to finance lease spend.

Funding Needs and Sources

To fund our obligations, we have historically relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt. As of September 30, 2025, we had liquidity consisting of $36.3 million in cash and cash equivalents and a further $24.0 million of undrawn revolver facility. This compares to $36.5 million of cash and cash equivalents as of September 30, 2024, with a further $6.7 million of revolver facilities undrawn. We had a working capital inflow of $8.3 million for the nine months ended September 30, 2025, compared to an $14.0 million outflow for the nine months ended September 30, 2024.

The level of our working capital surplus or deficit varies with the level of machine production we are undertaking and our capitalization as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling payments to suppliers. These factors, along with movements in trading activity levels can result in significant working capital volatility. In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts.

Some of our business operations require cash to be held within the machines. As of September 30, 2025, $7.6 million of cash was held as operational floats within the machines. However as the Company has entered into a definitive agreement relating to the sale of the Company’s UK holiday parks business and certain associated leisure assets, the operational floats are part of the held-for-sale asset balance and are not included within the $36.3 million of cash and cash equivalents balance. At September 30, 2024, $6.7 million of our $36.5 million of cash and cash equivalents were held as operational floats within the machines

Management currently believes that the Company’s cash balances on hand, cash flows expected to be generated from operations, and the ability to control and defer capital projects will be sufficient to fund the Company’s net cash requirements through November 2026.

Long Term and Other Debt

(In millions)

Note: Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency exchange rate fluctuations.

Debt Covenants

On June 4, 2025, the group entered into a Senior Note Purchase Agreement with the facilities being issued on June 9, 2025. At the same time the group entered into a Senior Facilities Agreement. These facilities also became available on June 9, 2025 but remained undrawn. At this point, all previously existing debt and revolver facilities were fully repaid. Full details of the refinancing of the group and of the terms and conditions of the new debt facilities can be found in Note 8 Long Term and Other Debt.

Under the Note Purchase Agreement in place as of September 30, 2025, we are subject to covenant testing on the Senior Notes. The Notes Purchase Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the “Notes Financial Covenant”). The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not include a minimum interest coverage ratio or other financial covenants.

The Senior Facilities Agreement also requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include a minimum interest coverage ratio or other financial covenants.

Under the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the “RCF Financial Covenant”). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.

Covenant testing at September 30, 2025 showed covenant compliance with the current debt facilities in place.

Under the previous debt facilities, there were no covenant violations in the periods ended September 30, 2025 or September 30, 2024.

Liens and Encumbrances

As of September 30, 2025, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all the assets of the Company and certain of the Company’s subsidiaries.

Share Repurchases

The Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject to repurchases being effected on or before May 10, 2025. There were no repurchases in the nine months ended September 30, 2025. As of September 30, 2025 the Company had repurchased an aggregate of 1,193,118 shares of our common stock at an aggregate cost of $12.0 million. This plan has now lapsed.

Effective November 1, 2025 the Board authorized a new share repurchase program permitting the repurchase, subject to repurchases being effected on or before November 30, 2028 of up to an aggregate amount of $25.0 million of the Company’s issued and outstanding shares of common stock. There have been no repurchases in the nine months ended September 30, 2025.

Contractual Obligations

As of September 30, 2025, our contractual obligations were as follows:

Off-Balance Sheet Arrangements

As of September 30, 2025, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by the SEC.

Critical Accounting Policies and Accounting Estimates

The preparation of our audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenue and expenses, and our disclosure of commitments and contingencies at the date of the consolidated financial statements. On an on-going basis, we evaluate our estimates and judgments. We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

A description of our critical accounting estimates was provided in item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024. There were no changes in the determination of these estimates during the first nine months of 2025.

Our principal market risks are our exposure to changes in foreign currency exchange rates.

Interest Rate Risk

Following the Company’s refinancing of its debt in June 2025, the external borrowings of £270.0 million ($363.5 million) are provided at a rate per annum equal to SONIA plus a margin (based on the Company’s consolidated senior secured net leverage ratio) ranging from 5.50% to 6.00% per annum fixed rate. Therefore, movements in rates such as SONIA will impact on the current borrowings with increases in SONIA leading to a higher interest charge.

As at September 30, 2025, we had £270.0 million ($363.5 million) of senior note debt subject to a floating rate interest charge that can vary with the SONIA rate. If the floating interest rates increased by 1%, the additional interest charge would have been approximately $1.1 million for the nine months ended September 30, 2025. If the floating interest rates increased by 5%, the additional interest charge would have been approximately $5.6 million for the nine months ended September 30, 2025.

Up until the refinancing of the debt in June 2025, the previous external borrowings were provided at a fixed rate. Therefore, movements in rates such as SONIA did not impact on the borrowings and the only fluctuation that was reported was solely caused by movements in the exchange rates between the Company’s functional currency and its reporting currency.

Foreign Currency Exchange Rate Risk

Our operations are conducted in various countries around the world, and we receive revenue and pay expenses from these operations in a number of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in (i) currencies other than GBP, which is our functional currency, or (ii) the functional currencies of our subsidiaries, which is not necessarily GBP. To estimate our foreign currency exchange rate risk, we identify material Euro and US Dollar trading and balance sheet amounts and recalculate the result using a 10% movement in the GBP:US Dollar exchange rate. For the trading figures the 10% movement is based on the average exchange rate throughout the reported period and for the balance sheet figures the 10% movement is based on the exchange rate used at September 30, 2025.

Excluding intercompany balances, our Euro functional currency net assets total approximately $36.7 million, and our US Dollar functional currency net assets total approximately $12.4 million. We use a sensitivity analysis model to measure the impact of a 10% adverse movement of foreign currency exchange rates against the US Dollar. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of September 30, 2025, would result in favorable translation adjustments of approximately $3.1 million and $1.2 million, respectively, recorded in other comprehensive loss.

Included within our trading results are earnings outside of our functional currency. Retained gains from Euro based entities earned in Euros and retained losses from USD based entities earned in US Dollars in the nine months ended September 30, 2025, were €11.2 million and $8.7 million, respectively. A hypothetical 10% adverse change in the value of the Euro and the US Dollar relative to GBP as of September 30, 2025, would result in translation adjustments of approximately $1.1 million favorable and $0.8 million unfavorable, respectively, recorded in trading operations.

The majority of the Company’s trading is in GBP, the functional currency, although the reporting currency of the Company is the US Dollar. As such, changes in the GBP:USD exchange rate have an effect on the Company’s results. A 10% weakening of GBP against the US Dollar would change the trading operations results favorably by approximately $1.3 million and would result in unfavorable translation adjustments of approximately $6.0 million, recorded in other comprehensive loss.

For further information regarding the new external borrowings, see Note 8 to the Consolidated Financial Statements, “Long Term and Other Debt”.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025, due to the material weaknesses described in Item 9A of the Company’s 2024 Form 10-K.

Management made significant progress towards remediation in 2025 and anticipates continued progress. This included the development and enhancement of processes and controls in all business cycles under SOX 404 and IT General Controls along with continued documentation of key U.S. GAAP accounting policy updates and automation and streamlining of processes in critical accounting areas. Management also increased staffing levels in both the Finance and IT departments to strengthen our internal controls and support ongoing process improvements.

Management has been implementing, and continues to implement, measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) Ongoing training and education provided to control owners concerning the principles and requirements of each control; (ii) Developing and maintaining a robust Risk & Control Matrix alongside detailed process flows and process narratives reviewed and updated periodically for each reporting cycle; (iii) Implementing standardized control templates to ensure all control attributes are met each time a control operates; (iv) A new Governance Risk and Compliance tool to manage SOX compliance is being launched in Q4 2025; (v) Enhanced quarterly reporting on the remediation measures to the Audit Committee of the Board of Directors; (vi) implementation of automated revenue billing systems and further system and reporting improvements across multiple cycles.

Based on preliminary testing, management is confident that the Material Weaknesses are substantially remediated. The weaknesses will not be considered fully remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management has continued to make significant progress in implementing the remediation plan for the material weakness identified as of December 31, 2024. While remediation efforts are ongoing, management anticipates that the related systems and controls could be remediated by year-end 2025, subject to successful completion of further testing and the evaluation of their operating effectiveness. However, there can be no assurance management will be successful in its efforts or in achieving full remediation within the anticipated timeframe, given the extent of the efforts that remain.

Notwithstanding the prior year identified material weaknesses and the ongoing development and remediation in 2025 and management’s assessment that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025, management believes that the interim consolidated financial statements and footnote disclosures included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations, cash flows and disclosures as of and for the periods presented in accordance with generally accepted accounting principles. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than the control changes to remediate previously identified material weaknesses.

Changes in Internal Control over Financial Reporting

Other than the control changes to remediate previously identified material weaknesses, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our business is subject to a high degree of risk. You should carefully consider the risk factors discussed in Part I, Item 1A of our 2024 Form 10-K. Any of these risks could materially and adversely affect our business, operating results, financial condition and prospects, and cause the value of our common stock to decline, which could cause investors in our common stock to lose all or part of their investments.