Form 8-K - Current report

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): September 6, 2024

LIGHT & WONDER, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-11693

81-0422894

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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:

☐

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 Exchange Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $.001 par value

LNW

The Nasdaq Stock Market

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 7.01. Regulation FD Disclosure.

On September 6, 2024, Light & Wonder, Inc. (the “Company”) provided the Australian Securities Exchange (the “ASX”) a Statement of CHESS Depositary Interests on Issue (“Appendix 4A”). A copy of Appendix 4A is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Appendix 4A of the Company, dated September 6, 2024.

104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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


		LIGHT & WONDER, INC.

Dated:	September 11, 2024	By:	/s/ James Sottile
		Name:	James Sottile
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary


This appendix is available as an online form Only use this form if the online version is not available


+Rule 4.11

Appendix 4A Statement of CDIs on issue

Information and documents given to ASX become ASX’s property and may be made public.

*Denotes minimum information required for first lodgement of this form.

Part 1 – Entity and announcement details


Question no	Question	Answer
1.1	*Name of entity We (the entity named above) provide the following information about our issued capital.1	LIGHT & WONDER INC.
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	666710836
1.3	*ASX issuer code	LNW
1.4	*The announcement is Tick whichever is applicable.	☒ New announcement ☐ Update/amendment to previous announcement ☐ Cancellation of previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.	N/A
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.	N/A
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.5	*Date of this announcement	September 6, 2024

____________________

1 Listing rule 4.11 requires an entity that has a dual listing on ASX and an overseas exchange and has CDIs issued over quoted securities, to complete an Appendix 4A and give it to ASX within 5 business days of the end of each month. An entity that has a dual listing on ASX and an overseas exchange and that is proposing to issue new equity securities and to have quoted CDIs over some or all of them, should notify ASX of the proposed issue of the underlying securities using an Appendix 3B and apply for the CDIs to be quoted using an Appendix 2A.

+ See Chapter 19 for defined terms

1 December 2019 Page 1


This appendix is available as an online form


Appendix 4A Statement of CDIs on issue

Part 2 – Details of CDIs and other securities on issue

Question no

Question

Answer

2.1

*Statement for month and year

Appendix 4A should be provided within 5 business days of the calendar month end, regardless of whether there is a change or not.

Month: August

Year: 2024

2.2

*Number and class of all ASX quoted CDIs

Repeat the following information for each class of CDIs quoted on ASX:

ASX security code
LNW

Security description

CDI 1:1 FOREIGN EXEMPT XNGS

CDI ratio2:

1:1

Total number of CDIs quoted on ASX at end of statement month (A):
24,061,207

Total number of CDIs quoted on ASX at end of previous month (B):
23,183,105

Net difference3 (A-B):

878,102

If the total number of CDIs quoted on ASX at the end of the statement month (A), is greater than the total number of CDIs for which the entity has previously paid an initial listing fee or an additional listing fee under Table 1A and 1C of Guidance Note 15A (C), the entity hereby applies for +quotation of the difference (A – C) and agrees to the matters set out in Appendix 2A of the ASX Listing Rules.

Reason for Change:

Net transfers of securities between CDIs and Common Stock

As quoted/ held on NASDAQ

2.3

*Number and class of all issued securities not represented by CDIs quoted on ASX:

Repeat the following table for each class of issued securities not represented (in whole or in part) by CDIs quoted

on ASX

ASX security code:
LNWAA

Security description:
COMMON STOCK

Total number of securities at end of statement month (A):
64,563,350

Total number of securities
at end of previous month (B):

65,475,217

Net difference (A-B):

-911,867

Reason for change: Transfer of securities between CDIs and shares of Common Stock, decrease in shares of Common Stock repurchased by the issuer's ongoing share repurchase program offset by a small increase in total shares outstanding pursuant to vesting of issuer's outstanding restricted stock units to shares of Common Stock.

________________________________

2 This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).

3 The net difference should equal the number of underlying securities transmuted into CDIs during the month less the number of CDIs transmuted into underlying securities during the month..

+ See Chapter 19 for defined terms

1 December 2019 Page 2

Cover	Sep. 06, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 06, 2024
Entity Registrant Name	LIGHT & WONDER, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-11693
Entity Tax Identification Number	81-0422894
Entity Address, Address Line One	6601 Bermuda Road
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89119
City Area Code	702
Local Phone Number	897-7150
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.001 par value
Trading Symbol	LNW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000750004
Amendment Flag	false