6-K 1 a6-kxrepurchaseprogramanda.htm 6-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of December 2025
 
Commission File Number 001-36906
 
BRIGHTSTAR LOTTERY PLC
(Translation of registrant’s name into English)
 
10 Finsbury Square, Third Floor
London, EC2A 1AF
United Kingdom
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F☒Form 40-F☐
 







Brightstar Lottery PLC Announces Repurchase of Ordinary Shares
 
Brightstar Lottery PLC (NYSE: BRSL) (the “Company”) announced today that it has repurchased the following number of its ordinary shares pursuant to its $500 million share repurchase program announced on July 1, 2025, including the final delivery of shares under the Company’s $250 million accelerated share repurchase (“ASR”) plan, details of which were announced on July 29, 2025 and August 21, 2025.

Class of Shares (e.g., ordinary/preference, etc.)Number of shares purchasedNominal value of each shareDate the shares were delivered to the CompanyMaximum price paid for sharesMinimum price paid for shares
Ordinary1,661,519$0.1012/3/2025$0$0

As previously disclosed at the beginning of the Company’s ASR plan, the Company made an upfront payment of $250 million for an initial delivery of 13,573,035 ordinary shares. The 1,661,519 ordinary shares delivered to the Company on December 3, 2025, and listed in the table above, represent the final delivery of ordinary shares upon final settlement and completion of the Company’s ASR plan. The Company repurchased a total of 15,234,554 ordinary shares under the Company’s ASR plan at a price of $16.4101 per ordinary share, representing the average daily volume-weighted average price, less a discount, during the full term of the ASR plan. All repurchased shares are being held in treasury.

Class of Shares (e.g., ordinary/preference, etc.)Number of shares purchasedNominal value of each shareDate the shares were delivered to the CompanyMaximum price paid for sharesMinimum price paid for shares
Ordinary337,510$0.1012/12/2025$15.79$14.96

The 337,510 ordinary shares delivered to the Company on December 12, 2025, and listed in the table above, represent repurchases conducted within the parameters prescribed by Rule 10b5-1 and Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, pursuant to the Company’s $500 million share repurchase program announced on July 1, 2025. All repurchased shares are being held in treasury.

Cautionary Statement Regarding Forward-Looking Statements
This report may contain forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning the Company and other matters. These statements may discuss goals, intentions, and expectations as to future plans and strategies, based on current beliefs of the management of the Company as well as assumptions made by, and information currently available to, such management. Forward-


looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “would,” “should,” “shall," “continue,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” "outlook," “possible,” “potential,” “predict,” “project”, “target” or the negative or other variations of them. These forward-looking statements speak only as of the date on which such statements are made and are subject to various risks and uncertainties, many of which are outside the Company’s control. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those predicted in the forward-looking statements and from past results, performance, or achievements. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include (but are not limited to) macroeconomic, regulatory and political uncertainty, including as a result of new or increased tariffs, trade wars, and other restrictions on trade between or among countries in which the Company operates, and related changes in discretionary consumer spending and behavior, fluctuations in foreign currency exchange rates, changes in prevailing interest rates, changing inflation rates, impacts from increased U.S. national deficits, and the other factors and risks described in the Company’s annual report on Form 20-F for the financial year ended December 31, 2024 and other documents filed or furnished from time to time with the SEC, which are available on the SEC’s website at www.sec.gov and on the investor relations section of the Company’s website at www.brightstarlottery.com. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. You should carefully consider these factors and other risks and uncertainties that may affect the Company’s business, including management's discussion and analysis of potential or actual impacts to operations and financial performance. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by this cautionary statement.



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, thereunto duly authorized.
 

Date: December 15, 2025BRIGHTSTAR LOTTERY PLC
By:/s/ Pierfrancesco Boccia
Pierfrancesco Boccia
Corporate Secretary