03/06/2026 | Press release | Distributed by Public on 03/06/2026 20:24
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (6) | 03/04/2026 | A | 5,144 | (6) | (6) | Common Stock | 5,144 | $ 0 | 5,144 | D | ||||
| Restricted Stock Units | (6) | 03/04/2026 | M | 5,144 | (6) | (6) | Common Stock | 5,144 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (7) | 03/04/2026 | A | 7,147 | (7) | (7) | Common Stock | 7,147 | $ 0 | 7,147 | D | ||||
| Restricted Stock Units | (8) | 03/04/2026 | A | 3,573 | (8) | (8) | Common Stock | 3,573 | $ 0 | 3,573 | D | ||||
| Restricted Stock Units | (9) | 03/04/2026 | A | 3,573 | (9) | (9) | Common Stock | 3,573 | $ 0 | 3,573 | D | ||||
| Restricted Stock Units | (10) | 03/05/2026 | M | 1,961 | (10) | (10) | Common Stock | 1,961 | $ 0 | 3,924 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chow Oliver LIGHT & WONDER, INC. 6601 BERMUDA ROAD LAS VEGAS, NV 89119 |
EVP, CFO & Treas | |||
| /s/ Sweta Gabhawala, attorney-in-fact for Oliver Chow | 03/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares are held in CHESS Depositary Interests ("CDIs"), which are units of beneficial ownership in shares of common stock of the Company that are publicly traded on the Australian Securities Exchange (the "ASX") and held by CHESS Depositary Nominees Pty. Limited, a subsidiary of ASX Limited, the company that operates the ASX. Each CDI represents one fully paid share of common stock. |
| (2) | Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units. Price converted from Australian Dollars into U.S. Dollars based on an exchange rate of $1 AUD to $0.7093 USD. |
| (3) | Represents the satisfaction of tax withholding obligations upon the vesting of restricted stock units. Price converted from Australian Dollars into U.S. Dollars based on an exchange rate of $1 AUD to $0.7075 USD. |
| (4) | The transaction was executed in multiple trades at prices ranging from $89.31 to $89.38. The price reported above reflects the weighted average sale price. Details regarding aggregated sale transactions will be provided upon request by the Commission staff, the issuer or a security holder of the issuer. |
| (5) | Price converted from Australian Dollars into U.S. Dollars based on an exchange rate of $1 AUD to $0.7075 USD. |
| (6) | Represents restricted stock units granted pursuant to a determination by the Compensation Committee of the Board of Directors of the issuer as payment in respect of the annual bonus earned by the reporting person with respect to 2025. The number of units was determined by dividing the dollar value of the bonus earned, based on actual performance for 2025, by the average of the high and low prices of the CDIs on the day preceding the grant date. Since the restricted stock units are payment in respect of the 2025 bonus, they are subject to immediate vesting. Each unit converts into a share of common stock on a one-for-one basis. |
| (7) | The restricted stock units are scheduled to vest in three equal installments on March 4, 2027, 2028 and 2029. |
| (8) | The restricted stock units are scheduled to cliff vest on March 4, 2029, contingent upon the achievement of a performance goal. If the performance goal is not met by December 31, 2028, all restricted stock units are forfeited. Each unit converts into a share of common stock on a one-for-one basis. |
| (9) | The restricted stock units are scheduled to cliff vest on March 4, 2029, contingent upon the achievement of a performance goal. If the performance goal is not met by December 31, 2028, all restricted stock units are forfeited. Each unit converts into a share of common stock on a one-for-one basis. |
| (10) | Represents the vesting of one-third of restricted stock units granted on March 5, 2025. The balance of the award is scheduled to vest in two equal installments of 1,962 shares on March 5, 2027 and March 5, 2028. Each restricted stock unit converts into a share of common stock on a one-for-one basis. |