UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2025

Light & Wonder, Inc. 

(Exact name of registrant as specified in its charter)

001-11693

(Commission File Number)

6601 Bermuda Road, Las Vegas, NV 89119  

(Address of registrant’s principal executive office)

(702) 897-7150

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company 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

¨ If 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 1.01. Entry into a Material Definitive Agreement.

On February 10, 2025, Light and Wonder International, Inc. (“L&WI”), a Delaware corporation and wholly owned subsidiary of Light & Wonder, Inc., a Nevada corporation (the “Company”), entered into that certain Amendment No. 3 (“Amendment No. 3”) to the Credit Agreement dated April 14, 2022 by and among the Company, L&WI, the several banks and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing lender and swingline lender (as amended by the Amendment No. 1, dated as of January 16, 2024, as further amended by the Amendment No. 2, dated as of July 17, 2024, and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

Amendment No. 3, among other things, (i) provides for new revolving commitments in an amount of $1,000,000,000, which replace the existing revolving commitments (which were in an amount of $750,000,000) under the Credit Agreement, (ii) extends the maturity of the revolving commitments to the earlier of (x) February 10, 2030 and (y) such earlier date that is 91 days prior to the maturity of our existing term loans (scheduled to mature on April 14, 2029) and existing notes (the earliest maturity of which is scheduled for May 15, 2028), solely to the extent more than $500,000,000 of such term loans and/or such applicable notes are outstanding on such earlier date, and subject to our having sufficient liquidity to repay such term loans and/or applicable notes at such time and (iii) reduces the applicable margin for the revolving loans bearing interest at a term benchmark rate (SOFR, EURIBOR and BBSY, each as defined in the Credit Agreement) to, based upon certain leverage tests, between 2.00% and 1.50% per annum, and for loans bearing interest at ABR (as defined in the Credit Agreement),between 1.00% and 0.50% per annum.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 3, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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