UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32622 EVERI HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 20-0723270 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7250 S. Tenaya Way, Suite 100 Las Vegas Nevada 89113 (Address of principal executive offices) (Zip Code) (800) 833-7110 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share EVRI New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No x As of June 28, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $687.5 million based on the closing sale price as reported on the New York Stock Exchange. There were 86,437,717 shares of the registrant’s common stock issued and outstanding as of the close of business on February 28, 2025. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders (which is expected to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s 2024 fiscal year) are incorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K. EVERI HOLDINGS INC. ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR ENDED December 31, 2024 TABLE OF CONTENTS PART I Item 1. Business. 7 Item 1A. Risk Factors. 24 Item 1B. Unresolved Staff Comments. 39 Item 1C. Cybersecurity 39 Item 2. Properties. 40 Item 3. Legal Proceedings. 40 Item 4. Mine Safety Disclosures. 33 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. 41 Item 6. Reserved. 42 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 42 Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 61 Item 8. Financial Statements and Supplementary Data. 62 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 117 Item 9A. Controls and Procedures. 117 Item 9B. Other Information. 117 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 117 PART III Item 10. Directors, Executive Officers, and Corporate Governance. 119 Item 11. Executive Compensation. 119 Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters. 119 Item 13. Certain Relationships and Related Transactions, and Director Independence. 119 Item 14. Principal Accountant Fees and Services. 119 PART IV Item 15. Exhibits and Financial Statement Schedules 120 Item 16. Form 10-K Summary 127 SIGNATURES 128 3 In this filing, we refer to: (i) our audited consolidated financial statements and notes thereto as our “Financial Statements,” (ii) our audited Consolidated Statements of Operations and Comprehensive Income as our “Statements of Operations,” (iii) our audited Consolidated Balance Sheets as our “Balance Sheets,” (iv) our audited Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” and (v) Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations as our “Results of Operations.” CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS Everi Holdings Inc. (“Everi Holdings” or “Everi”) is a holding company, the assets of which are the issued and outstanding shares of capital stock of each of Everi Payments Inc. (“Everi FinTech” or “FinTech”) and Everi Games Holding Inc., which owns all of the issued and outstanding shares of capital stock of Everi Games Inc. (“Everi Games” or “Games”). Unless otherwise indicated, the terms the “Company,” “we,” “us,” and “our” refer to Everi Holdings together with its consolidated subsidiaries. This Annual Report on Form 10-K (“Annual Report”) contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as do other materials or oral statements we release to the public. Forward-looking statements are neither historical facts nor assurances of future performance, but instead are based only on our current beliefs, expectations, and assumptions regarding the future of our business, plans and strategies, projections, anticipated events and trends, the economy, and other future conditions, including the Proposed Transaction (defined below), as of the date on which this report is filed. Forward-looking statements often, but do not always, contain words such as “expect,” “anticipate,” “aim to,” “designed to,” “intend,” “plan,” “believe,” “goal,” “target,” “future,” “assume,” “estimate,” “indication,” “seek,” “project,” “may,” “can,” “could,” “should,” “favorably positioned,” or “will” and other words and terms of similar meaning. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which are based only on information currently available to us and only as of the date hereof. Forward-looking statements are subject to inherent risks, uncertainties, and changes in circumstances that are often difficult to predict and many of which are beyond our control, including, but not limited to, statements regarding trends, developments, and uncertainties impacting our business, including our ability to withstand: macro-economic impacts on consumer discretionary spending, interest rates and interest expense; global supply chain disruption; inflationary impact on supply chain costs; inflationary impact on labor costs and retention; equity incentive activity and compensation expense; our ability to maintain revenue, earnings, and cash flow momentum or lack thereof; changes in global market, business and regulatory conditions whether as a result of a pandemic, or other economic or geopolitical developments around the world, including availability of discretionary spending income of casino patrons as well as expectations for the closing or re-opening of casinos; product and technological innovations that address customer needs in a new and evolving operating environment or disrupt the industry, such as generative artificial intelligence; to enhance shareholder value in the long-term; trends in gaming operator and patron usage of our products; benefits realized by using our products and services; benefits and/or costs associated with mergers, acquisitions, and/or strategic alliances; the Proposed Transaction, including the anticipated timing of the closing of the Proposed Transaction and the anticipated delisting and deregistration of Everi’s common stock; product development, including the benefits from the release of new products, new product features, product enhancements, or product extensions; regulatory approvals and changes; gaming, financial regulatory, legal, card association, and statutory compliance and changes; the implementation of new or amended card association and payment network rules or interpretations; consumer collection activities; competition (including consolidations); tax liabilities; borrowings and debt repayments; goodwill impairment charges; international expansion or lack thereof; resolution of litigation (including litigation in connection with the Proposed Transaction) or government investigations; our share repurchase and dividend policy; new customer contracts and contract renewals or lack thereof; and financial performance and results of operations (including revenue, expenses, margins, earnings, cash flow, and capital expenditures). Our actual results and financial condition may differ materially from those indicated in forward-looking statements, and important factors that could cause them to do so include, but are not limited to, the following: 4 • our ability to generate profits in the future and to create incremental value for shareholders; • our ability to withstand economic slowdowns, inflationary and other economic factors that pressure discretionary consumer spending; • our ability to execute on mergers, acquisitions, and/or strategic alliances, including our ability to integrate and operate such acquisitions or alliances consistent with our forecasts in order to achieve future growth; • our ability to execute on key initiatives and deliver ongoing improvements; • expectations regarding growth for the Company’s installed base and daily win per unit; • expectations regarding placement fee agreements; • inaccuracies in underlying operating assumptions; • our ability to withstand direct and indirect impacts of a pandemic outbreak, or other public health crises of uncertain duration on our business and the businesses of our customers and suppliers, including as a result of actions taken in response to governments, regulators, markets and individual consumers; • changes in global market, business, and regulatory conditions arising as a result of economic, geopolitical and other developments around the world, including a global pandemic, increased conflict and political turmoil, capital market disruptions and instability of financial institutions, climate change or currently unexpected crises or natural disasters; • our leverage and the related covenants that restrict our operations; • our ability to comply with our debt covenants and our ability to generate sufficient cash to service all of our indebtedness, fund working capital, and capital expenditures; • our ability to withstand the loss of revenue during the closure of our customers’ facilities; • our ability to maintain our current customers; • our ability to replace revenue associated with terminated contracts or margin degradation from contract renewals; • expectations regarding customers’ preferences and demands for future product and service offerings; • our ability to successfully introduce new products and services, including third-party licensed content; • gaming operator and patron preferences; • failure to control product development costs and create successful new products; • the overall growth or contraction of the gaming industry; • anticipated sales performance; • our ability to prevent, mitigate, or timely recover from cybersecurity breaches, attacks, compromises and other security vulnerabilities; • national and international economic and industry conditions, including the prospect of a shutdown of the U.S. federal government and tariffs; • changes in gaming regulatory, financial regulatory, legal, card association, and statutory requirements; • the impact of evolving legal and regulatory requirements, including emerging environmental, social and governance requirements; • regulatory and licensing difficulties, competitive pressures and changes in the competitive environment; 5 • operational limitations; • changes to tax laws; • uncertainty of litigation outcomes; • interest rate fluctuations; • business prospects; • unanticipated expenses or capital needs; • the possibility that the conditions to the consummation of the Proposed Transaction will not for any reason be satisfied (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all; • risks related to the ability to realize the anticipated benefits of the Proposed Transaction; • negative effects of the announcement or failure to consummate the Proposed Transaction on the market price of the capital stock of Everi and on Everi’s operating results, including that Everi’s stock price may decline significantly if the Proposed Transaction is not consummated; • the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement for the Proposed Transaction, which in certain circumstances may require Everi to pay a termination fee; • significant transaction costs, fees, expenses, and charges in connection with the Proposed Transaction; • operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining employee, customer, or other business, contractual, or operating relationships following the announcement or closing of the Proposed Transaction and the diversion of Everi management’s attention from its ongoing business); • failure to consummate or delay in consummating the Proposed Transaction for any reason; • technological obsolescence and our ability to adapt to evolving technologies, including generative artificial intelligence; • employee hiring, turnover and retention; • our ability to comply with regulatory requirements under the Payment Card Industry (“PCI”) Data Security Standards and maintain our certified status; and • those other risks and uncertainties discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors” of this Annual Report. We undertake no obligation to update or publicly revise any forward-looking statements as a result of new information, future developments or otherwise. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section. You are advised, however, to consult any further disclosures we make on related subjects in our reports and other filings with the Securities and Exchange Commission (the “SEC”). 6 PART I Item 1. Business. Overview Everi develops and offers products and services that provide gaming entertainment, improve our customers’ patron engagement, and help our casino customers operate their businesses more efficiently. We develop and supply entertaining game content, gaming machines and gaming systems and services for land-based and iGaming operators. Everi is a provider of financial technology solutions that power casino floors, improve operational efficiencies, and fulfill regulatory requirements. The Company also develops and supplies player loyalty tools and mobile- first applications that enhance patron engagement for our customers and venues in the casino, sports, entertainment, and hospitality industries. Everi reports its financial performance, and organizes and manages its operations, across the following two business segments: (i) Games and (ii) Financial Technology Solutions (“FinTech”). Everi Games provides gaming operators with gaming technology and entertainment products and services, including: (i) gaming machines, primarily comprising Class II, Class III and Historic Horse Racing (“HHR”) slot machines placed under participation and fixed-fee lease arrangements or sold to casino customers; (ii) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (iii) business-to-business (“B2B”) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems. Everi FinTech provides gaming operators with financial technology products and services, including: (i) financial access and related services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels; (ii) loyalty and marketing software and tools, regulatory and compliance (“RegTech”) software solutions, other information-related products and services, and hardware maintenance services; and (iii) associated casino patron self-service hardware that utilizes our financial access, software and other services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. Our solutions are secured using an end-to-end security suite to protect against cyber-related attacks allowing us to maintain appropriate levels of security. These solutions include: (i) access to cash and cashless funding at gaming facilities via Automated Teller Machine (“ATM”) debit withdrawals, credit card financial access transactions, and point of sale (“POS”) debit card purchases at casino cages, kiosk and mobile POS devices; (ii) accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; (iii) self-service loyalty tools and promotion management software; (iv) compliance, audit, and data software; (v) casino credit data and reporting services; (vi) marketing and promotional offering subscription-based services; (vii) and other ancillary offerings. Pending Proposed Transaction On July 26, 2024, the Company entered into definitive agreements with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“IGT”), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT (“Spinco”), Voyager Parent, LLC, a Delaware limited liability company (“Buyer”), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub” and together with Buyer, the “Buyer Parties”), whereby we and IGT’s Gaming & Digital business (“IGT Gaming”) are expected to be simultaneously acquired by Buyer, a newly formed holding company owned by funds managed by affiliates of Apollo, in an all-cash transaction (the “Proposed Transaction”). Following the closing of the Proposed Transaction, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise and Everi’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Under the terms of the agreements, Everi stockholders will receive $14.25 per share in cash (subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, 7 recapitalization, or other similar transaction) and IGT will receive $4.1 billion of gross cash proceeds for IGT Gaming, subject to customary transaction adjustments in accordance with the definitive agreements. The acquisitions of IGT Gaming and Everi by Buyer are cross- conditioned. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals. Macro-Economic Volatility and Global Instability, Employment Constraints and Supply Chain Disruptions We have experienced an impact from macro-economic volatility as a result of inflation, interest rate movements and global instability, particularly as it relates to our supply chain, both from an upstream and downstream perspective, which impacts the delivery of our products; and we continue to evaluate the effects of interest rate movements on our variable rate debt and pricing pressures on our business. Additionally, we have experienced an impact from employment constraints as a result of inflation that has significantly increased over prior years. This has placed pressure on competitive wages, which has led to increases in wages and other related costs. For additional information on our segments and the revenues generated by our products and services see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” and “Note 19 — Segment Information” included elsewhere in this Annual Report. Our Products and Services Everi Games Our products and services include electronic gaming devices, such as Native American Class II offerings and other electronic bingo products, Class III slot machines and HHR gaming machines placed under participation or fixed-fee lease arrangements, or sold to casino customers, B2B digital online gaming activities, accounting and central determinant systems, and other back-office systems. We conduct our Games segment business based on results generated from the following major revenue streams: (i) Gaming Operations; and (ii) Gaming Equipment and Systems. Gaming Operations With respect to our Gaming operations revenue stream, we primarily provide: (i) leased gaming equipment, Class II, Class III and HHR offerings, on a revenue participation or a daily fixed-fee basis, including standard games and hardware and premium games and hardware, which include local-area progressive jackpot offerings and wide-area progressive (“WAP”) jackpot offerings; (ii) accounting and central determinant systems; (iii) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems. In connection with our leased gaming equipment, we retain ownership of the machines installed at customer facilities. We receive recurring revenue based on a percentage of the daily win per unit (i.e., cash/coin-in less patron win and jackpots paid) generated by the leased gaming equipment, a percentage of the total cash/coin-in, a daily fixed-fee based upon the number of gaming machines placed or a combination of these methods. We expect to continue to (i) increase our investment in research and development to innovate and introduce new gaming hardware and theme content; (ii) expand our offering of new standard and premium game hardware and theme content; and (iii) extend and expand our game placements into new gaming markets and additional jurisdictions. From our historical focus on game placements in the Oklahoma tribal market, Everi Games has diversified its installed base in recent years with entry into additional commercial and tribal markets. As of December 31, 2024, approximately 9,554 units, or 59.9% of the total installed base, were outside of the Oklahoma tribal market. Additionally, Everi Games maintained its premium game installations, with this portion of games representing approximately 44.9% of our total installed base as of December 31, 2024. In connection with our WAP offering, machines placed under such arrangements fall into the premium leased gaming equipment category and we retain ownership of such machines. Currently spanning multiple product lines, our WAP offering is available to customers on the Player Classic Reserve, Player Classic Revolve, Core HDX Renegade, Empire 5527, Empire MPX, Empire Flex and Empire DCX cabinets. 8 Gaming operations also include revenues generated under our arrangement to provide the New York State Gaming Commission with a central determinant, monitoring, and accounting system for the VLTs in operation at licensed State of New York gaming facilities. In November 2019, an agreement between Everi Games and the New York State Gaming Commission was approved and became effective on January 1, 2020. Under this agreement, Everi Games will provide and maintain the central determinant system for the New York Lottery through December 2029. As of December 31, 2024, there were approximately 17,300 VLTs connected to our central determinant system for the New York Lottery. Pursuant to our agreement with the New York State Gaming Commission, we receive a portion of the network-wide net win (generally, credits played less free pay allowances and prizes paid to patrons per day) in exchange for provision and maintenance of the central determinant system. We also provide the central determinant system technology to Native American tribes in other licensed jurisdictions for which we receive a portion of the revenue generated from the VLTs that are connected to the system. In connection with our digital online gaming activities, Everi provides our games to business customers, including both regulated real money and social casinos, which offer the games to consumers through their online gaming platforms. Everi has developed its own remote gaming server (“RGS”) that allows us to deliver a selection of games from our extensive library of land-based and internally developed content to our digital customers in a manner that allows for the game play features and functionality to operate in a manner similar to how these games were designed for our land-based customers. This RGS library contains casino-themed games available for real money gaming (“RMG”) that are offered to regulated online casinos that operate in the RMG regulated markets and social games that are offered to our business customers that operate play-for-fun social casinos on their mobile apps and websites. We enter into revenue share agreements with these online business customers. Gaming operations also include revenues generated by bingo solutions through consoles, integrated electronic gaming tablets and related systems. Gaming Equipment and Systems Gaming equipment and systems revenues are derived from the sale of some combination of: (i) gaming equipment and player terminals; (ii) game content; (iii) license fees; and (iv) ancillary equipment, such as signage and lighting packages. Games Products Our Games products include mechanical and video reel games in Class II, Class III and HHR configurations and are offered in a variety of differentiated cabinets: Classic Mechanical Reel Games. Our full range of classic mechanical reel games provides players with a traditional, high denomination slot gaming experience. • Player Classic Signature. The Player Classic Signature launched in 2022 as an update to the successful Player Classic cabinet. The cabinet has newer components and technology with more on-screen merchandising capabilities. • Player Classic Reserve. The Player Classic Reserve, launched in 2023, is a high-profile three-reel mechanical cabinet with an extensive top box that can incorporate a variety of premium content and secondary bonusing. • Player Classic Revolve: Our premium linked products such as Cash Machine Jackpots and Gold Standard Jackpots builds upon the skyline cabinet and also includes a mechanical wheel top box and merchandising options for casino operators that can include overhead signage, and wedge kits. • Player Classic Spin: Player Classic Spin™ is a for-sale extension of the award-winning Player Classic Signature™ family of cabinets with a mechanical wheel integrated above a portrait monitor. This is supported by an exclusive, limited-release library of game content. 9 Video Reel Games. We offer a growing range of video reel games that provide entertaining slot gaming experience. Below is a list of our video gaming cabinets and select games on these platforms. • Dynasty Sol. Dynasty Sol is our newest 49-inch portrait screen, released in December of 2023 with games such as Dynamite Pop and Chick-A-Boom. • Dynasty Vue. Dynasty Vue is our unique “square-like” low-profile portrait screen, released in March of 2023 with themes such as Big Pig and Mega Meltdown. • Dynasty Dynamic. Dynasty Dynamic weaves together the classic feel of a three-reel mechanical game with the advanced technology and seamless gameplay of a video cabinet. • Empire Flex. The Empire Flex cabinet, released in December 2019, is part of the Empire Cabinet Series. The cabinet features a 49-inch flexed monitor capable of supporting 4K content, an enlarged glass button deck, and curved LED light bars that are available in standard or extended options. • Empire DCX. The Empire DCX is a premium video cabinet that features dual curved 43-inch displays that support 4K content with integrated edge lighting, premium 4.1 surround sound, and enhanced game-controlled lighting. Everi FinTech Our FinTech products and services include solutions that we offer to gaming operators to provide their patrons with financial access and funds- based services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels along with related loyalty and marketing tools, and other information-related products and services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. These solutions include: • access to cash at gaming facilities via ATM debit withdrawals, credit card financial access transactions, and POS debit card purchase at casino cages, kiosk and mobile POS devices; • access to cashless funding through the CashClub Wallet® and QuikTicket; • check warranty services; • self-service fully integrated kiosks and related maintenance services; • self-service loyalty tools, promotion management software and loyalty kiosks and related maintenance services; • compliance, audit, and data software; • a credit bureau focused on casino credit with data and reporting services; • marketing and promotional based services; and • other ancillary offerings. We conduct our FinTech segment business based on results generated from the following major revenue streams: (i) Financial Access Services; (ii) Software and Other; and (iii) Hardware. 10 Financial Access Services In connection with our Financial Access Services, we offer the following: Funds Dispensed. Funds dispensed transactions represent the largest category of electronic payment transactions that we process, as measured by dollars processed and transaction volume. In a funds dispensed transaction, a patron directly accesses funds from either a standalone ATM or a device enabled with our funds dispensing service by using a debit card to withdraw funds from the patron’s demand deposit account, using a credit card to access the patron’s line of credit, or disbursing funds authorized by a third party through direct application programming interface integration. In any event, the patron must use the personal identification number (“PIN”) associated with such card or other accepted authentication method. Our system then routes the transaction request through an electronic funds transfer (“EFT”) network to the patron’s bank or card issuer, or through a third-party system, as applicable. Depending on several factors, including the patron’s account balance, their credit limit and/or the daily withdrawal limits (which are often set by the card issuer), the card issuer will either authorize or decline the transaction. If the transaction is authorized, then the funds dispensing- enabled device dispenses the cash to the patron. For a transaction using a debit card, the patron’s demand deposit account is debited by the amount of cash disbursed plus a service fee that we assess the patron for the use of the funds dispensing service. For a transaction using a credit card with a PIN, the patron’s credit card account is charged by the amount of the cash disbursed plus service fees assessed by the Company and by the card issuer for the use of the funds dispensing service. In both cases, our service fee is currently a fixed dollar amount and not a percentage of the transaction size. We also receive a fee from the card issuer, which we refer to as the interchange reimbursement fee, for accommodating the card issuer’s customer (the patron). In most circumstances, we pay a percentage of the service fee received from the patron and, in many circumstances, a portion of the interchange reimbursement fees received from the card issuer, as a commission to our gaming operator customers for the right to operate on their premises. Funds Transmitted. Everi products are also able to transmit funds to a patron’s external bank account or other approved account from physical devices such as our kiosks or via the CashClub Wallet. These funds may be sent via ACH, the debit card networks, or direct connections with third parties. In all cases, Everi will either charge a fee to the casino operator or share in revenue from the patron where fees are presented to them for the service. Credit Card Financial Access Transactions and POS Debit Card Financial Access Transactions. Patrons can perform credit card financial access transactions and POS debit card financial access transactions using many of our enabled devices. A patron’s credit card financial access limit is usually a sub-limit of the total credit line and is set by the card issuer, not Everi. These limits vary significantly and can be larger or smaller than the POS debit financial access limit. A credit card financial access transaction obligates the patron to repay the card issuer over time on terms that are preset by the cardholder agreement. A patron’s POS debit card allows the patron to make cash withdrawals at the POS-enabled device in an amount equal to the lesser of the amount of funds in the account, or a daily limit that is generally five to ten times as large as the patron’s daily ATM limit. When a patron requests either a credit card or POS debit card financial access transaction, our processor routes the transaction request through one of the card associations, or EFT networks, to the card issuer. Depending upon several factors, such as the available credit or bank account balance, the transaction is either authorized or declined by the card issuer. If authorized, the patron’s bank account is debited or the patron’s credit card balance is increased, in both cases, by an amount equal to the funds requested plus our service fee. Our service fee is a fixed dollar amount, a percentage of the transaction size, or a combination of a fixed dollar amount and percentage of the transaction size. If the transaction is authorized, the device informs the patron that the transaction has been approved. The device then further instructs the patron to proceed to the gaming operator’s cashier cage (“financial services center”) to complete the transaction because both credit card and POS debit card financial access transactions must, in most circumstances, be completed in a face-to-face environment and a unique signature received in order to comply with rules of the card associations. We receive the transaction amount and the service fee from the card issuer, and we reimburse the gaming operator for the cash amount that it provided to the patron, and in addition, will pay the gaming operator a portion of the service fee we collected as 11 a commission for the right to operate on its premises. We are also obligated to pay interchange fees to the card issuer and processing costs related to the electronic payment transaction to card associations. Check Warranty Services. Everi provides a check warranty service that allows gaming operators to accept personal and/or payroll checks without the risk of default. When a patron presents a check to the cashier at a gaming operator, the check and patron information is sent through Everi’s system to our third-party partner. The partner evaluates the information and returns to the cashier a warranty limit that a check or multiple checks can be cashed for on that business day. The partner may also return a decline code telling the cashier not to accept the check. For a gaming operator that subscribes to the check warranty service, Everi will warranty any dishonored check that was approved, eliminating any risk of loss on check acceptance for the gaming operator. Everi’s partner facilitates and manages the check processing, deposits, redeposits, and collections for any checks. On our behalf, our third-party provider charges our customers a fee for the check warranty services, which is typically a percentage of the face amount of the check being warranted. In such circumstances, we receive the check warranty revenue associated with the fees we charge our customers for the initial check warranty services. We are exposed to risk for the losses associated with warranted checks that cannot be collected from patrons issuing the items. Warranty expenses are defined as any amounts paid by the third-party provider to gaming operators to purchase dishonored checks that will not be collectible from patrons. We also pay certain fees and expenses to our third-party provider in connection with the provision of such services. CashClub® is a software payments platform that provides gaming operators with a personal computer workstation software user interface and point-of-sale terminal that streamlines credit and debit card financial access transaction processing and check warranty transactions for casino patrons. It allows for electronic signature capture and dynamic currency conversion. Several mobile versions, such as CashClub Concierge, are also available that enable operators to serve their patrons when, where, and how they are needed. It also interfaces with our Everi Compliance solutions (defined below) to assist casino operators with meeting regulatory requirements under Title 31 of the Bank Secrecy Act. CashClub Wallet® is a digital payments platform for gaming operators to offer their patrons a digital cashless method to fund their entertainment experience, including funding at the gaming device, payments at point of sale for retail, online, hotel and food/beverage, igaming, and sports wagering. The wallet allows patrons various funding options including credit card financial access transactions and POS debit card financial access transactions, Automated Clearing House, and E-Check check warranty. It also interfaces with our Everi Compliance solutions (defined below) to assist casino operators with meeting regulatory requirements under Title 31 of the Bank Secrecy Act. The wallet also has capabilities to integrate with our Loyalty platform including our Enrollment and Promotional kiosks. Software and Other JackpotXpress is a full-featured jackpot payout and tax form management and filing platform that allows casino personnel to work through the complex jackpot process using a mobile tablet or kiosk. JackpotXpress allows gaming operators to reduce jackpot payout wait times, increase slot play, eliminate manually filling out cumbersome paper documents, and perform Know Your Customer (“KYC”) checks. It is fully integrated with our Everi Compliance, CageConnect, and JackpotXchange products. In addition to making jackpot operations more efficient, JackpotXpress also helps operators increase customer engagement which leads to improved loyalty and service. Loyalty Platform provides a software platform that enables gaming operators to adopt and deliver new promotional strategies to attract, engage, reward, and retain their patrons. Gaming operators utilize the platform to deliver content and promotions on kiosks, tablets, and mobile devices. The software platform integrates with other casino applications to engage with patrons in a more relevant and personalized fashion. We provide the operators with a control panel to assist with the planning, personalization, and optimization of delivering messages and content via interactions within our platform depending on how much value the casino places on the patron. This allows our customers to unify the patron experience across all touchpoints within the casino and 12 replaces outdated promotional and enrollment tactics by utilizing our content for promotions, drawings, targeted alerts, card signups, reprints, and geo-fencing. By providing a comprehensive set of integrated applications within our platform, we offer gaming operators the ease of use and simplicity to interact with their patrons. Additionally, our loyalty platform is integrated with other Everi applications for financial access and compliance tools. Maintenance provides various levels of support and maintenance services for our fully integrated kiosks, loyalty kiosks, and related equipment. Our support operations, field service, and customer engagement teams provide quarterly and annual preventative maintenance on these products and software systems to help maximize the efficiency of our products. Everi Compliance is a leading Anti-money Laundering (“AML”) management tool for the gaming industry. Everi Compliance encompasses many elements including filing Suspicious Activity Reports (“SARs”) and Currency Transaction Reports (“CTRs”), and assisting our customers in performing KYC activities. Everi Compliance automates much of the manual processes gaming operators employ to be compliant with those requirements, thus saving time, improving accuracy, and allowing operators to manage their compliance programs much more efficiently. In addition, Everi Compliance gives operators the ability to enter Multiple Transaction Log and Negotiable Instrument Log transactions, file Financial Crimes Enforcement Network (“FinCEN”) reports electronically, conduct transaction analysis, complete compliance audits, and review reports. Central Credit is our gaming patron credit bureau service which, on a subscription basis, allows gaming operators to improve their credit- granting decisions by obtaining access to a database containing credit information and transaction data on millions of gaming patrons. Our gaming credit reports comprise information recorded from patron credit histories at hundreds of gaming operators. We provide such information to gaming operators that subscribe to the service. These operators then use that data, among other things, to determine how much credit, if any, they will grant to a gaming patron. We typically charge our customers for access to gaming patron credit reports on a monthly basis and our fees are generally comprised of a fixed minimum amount plus per-transaction charges for certain requests. Mobile-first Applications is centered around the BeOn™ Mobile platform. Fortified by the 2022 asset acquisition of Venuetize, Inc., a leading mobile platform provider in the sports, entertainment, and hospitality industries, we now have products and services formulated for casino operators, sports teams and other venues going through their mobile digital transformation. By offering turn-key solutions that simplify the entire process of the customer journey, digital offerings like our marketing technology associated with it, a mobile app now becomes a powerful tool for any casino operator or venue owner. Hardware Fully Integrated Kiosks are a complete line of products that provide multiple functions to gaming operators on their casino floors. This includes financial access functionality that enables funds dispensed cash withdrawals, POS debit card and credit card financial access transactions directly or by using our patented “Seamless Transition” technology, which is the Europay, MasterCard, and Visa global standard for cards equipped with security chip technology (“EMV”). The kiosks also provide functionality to perform check cashing transactions, slot machine ticket redemption, bill breaking, slot ticket purchase from a debit card, and loyalty program access, as well as integration with mobile and wallet technology. The availability of our financial access platform on these slot ticket redemption devices provides us with additional points of contact with gaming patrons at locations that are typically closer to gaming devices than traditional financial access devices that are generally located on the periphery of the gaming area and provides gaming patrons with more opportunities to access their cash with less cashier involvement. Other Integrated Kiosk Solutions provide casinos with more efficient and streamlined methods for cash handling and transaction processing. These products are designed to be integrated with our financial access products and cage compliance software ensuring compliance with anti- money laundering regulations, and provide an automated way to process common tax forms, such as the Internal Revenue Service Form W-2G or Form 1042-S. In addition, we offer hardware in the form of standalone, non-funds dispensing terminals that perform 13 authorizations for credit card financial access and POS debit card financial access transactions. Our kiosk solutions include the following products: • JackpotXchange family of kiosks, JXC 4.0, and JXC-L, enable casino personnel to efficiently access funds to pay winning slot machine jackpots to their patrons. These kiosks are integrated with all major slot accounting systems to offer jackpot processing and payout in a combination of cash or slot tickets. These kiosks offer gaming operators the ability to reduce workload for cage operations and slot personnel. • CageConnect is a cash dispensing device that helps streamline casino cage operations. With CageConnect, cash is securely vaulted, creating increased security while also reducing cash shrinkage and helping to improve cashier accuracy. Additional efficiencies are achieved from accelerating the process of cage cashiers obtaining money from the vault. CageConnect is integrated with CashClub® to create an efficient transaction for casino patrons. • Our Cash Recycling Solutions allow casinos to fully automate the check in and check out process of money, saving time and expense. As gaming operators vary in size and complexity, these Cash Recycling Solutions support a number of diverse operations such as retail, food and beverage, entertainment, and gaming operations. Loyalty Kiosk and Related Equipment provide gaming operators with self-service loyalty enrollment, player card issuance, and marketing equipment that manages and delivers a gaming operator’s marketing programs through the patron interfaces. This loyalty-related equipment allows the customer to utilize and interact with the loyalty platform as the central hub for all the marketing offerings. • Enrollment Kiosk is a self-service kiosk that allows casino patrons to either sign up for an initial loyalty card or print a replacement card. These kiosks provide an enhanced level of customer service when the club desk is busy or closed by creating patron self-service locations throughout the casino floor without costly infrastructure or additional overhead costs. Such kiosks also assist with updating contact information of card holders and to verify email or phone contact with a two-step verification process. • Promotional Kiosk is a kiosk that engages casino patrons with the casino’s loyalty programs, unifying patron service functions into a simple self-service solution. With a range of promotions and offers, the kiosk enables the customer to better manage their marketing efforts. A flexible interface and control panel functionality enable the kiosk to be responsive to customers’ changing business conditions or plans. With the drawings feature, multiple point to entry conversion ratios can be controlled by the hour, as well as scheduled prize earnings. Customized content is shared throughout the solution with property amenities that include menus, photos, and video content. With a graphic-rich, statistically-optimized, and exciting promotions catalog library of more than 300 games, critical assets for instant win, episodic board games, and earn and wins, customers’ patrons can easily access differentiated content. Sales As of December 31, 2024, we served more than 2,800 casinos and other gaming properties primarily in the United States, Canada and Australia, with additional customers in the United Kingdom, Europe, the Caribbean, Central America, and Asia. In our Games and FinTech businesses, we sell and market our products and services primarily through direct sales force, which targets regulated gaming operators in the United States, Canada, and in certain international markets. Our sales and marketing efforts are directed by a team of customer service executives, each of whom has business development responsibility for gaming operators in specified geographic regions. These customer service executives direct their efforts at various gaming operator personnel, including: senior executives, finance professionals, marketing staff, slot directors, and cashiers, and seek to educate them on the benefits of our products and services. In some cases, our customer service executives are supported by field service and customer engagement teams, who provide on-site customer service. In other cases, our sales executives directly maintain the customer relationships. These customer service executives and field service and customer engagement teams generally reside in the vicinity of the specific gaming operators they support to provide a prompt response to the 14 needs of those gaming operators. In some situations, we also have joint sales efforts with several strategic partners, including independent sales organizations, which allow us to market our products and services to gaming operators through channels other than our direct sales force. Markets Development Activities We conduct research and development activities for both our Gaming and FinTech lines of business. Our Games research and development activities are primarily to develop gaming systems, game engines, casino data management systems, central determination and other electronic bingo-outcome determination systems, video lottery outcome determination systems, gaming platforms and gaming content, and to enhance our existing product lines. Our FinTech research and development activities are primarily to develop: (i) payments products, systems, and related capabilities including security, encryption, and business rule engines that deliver differentiated patron experiences and integrate with our other products; (ii) compliance products that increase efficiencies, profitability, enhance employee/patron relationships, and meet regulatory reporting requirements; and (iii) loyalty products, systems, and features that attract, engage, and retain patrons in more intuitive and contextual ways than our competition. We believe our ability to deliver differentiated, appealing products and services to the marketplace is based on our research and development investments, and we expect to continue to make such investments in the future. Research and development costs consist primarily of salaries and benefits, consulting fees, certification, and testing fees. Once the technological feasibility has been established, the software project is capitalized until it becomes available for general release. Competitive Conditions With respect to our Games business, we compete across different gaming markets with a variety of gaming technology and equipment suppliers. Competition is generally based upon the: (i) amount of revenue our products generate for our customers relative to the amount of revenue generated by our competitors’ products, which correlate directly to the appeal of these products to gaming patrons and (ii) prices and fees we and our competitors charge for products and services offered. To improve product attractiveness and drive customer demand, we work to develop a consistent pipeline of new game themes, game platforms, hardware cabinets, and systems that are expected to appeal to gaming patrons; obtain appropriate gaming regulatory approvals for such products; and offer these new products to the marketplace in a timely manner. With respect to our FinTech business, we compete with other providers of financial access services to the gaming industry. Some of these other providers have established cooperative relationships with each other to expand their service offerings. We also face competition from: (i) other manufacturers that provide similar goods and services; (ii) independent sales organizations, which provide basic services often at aggressive pricing; and (iii) traditional transaction processors that have entered the gaming patron financial access services market. This competition amongst these various providers can result in pricing pressure and margin erosion with respect to our core financial access products and services. In addition to competing with various providers of financial access services, FinTech experiences competition from either those same providers or standalone providers of AML compliance products and self-service kiosks for ticket and jackpot redemption. Resources Manufacturing We have assembly facilities in Las Vegas, Nevada and Sydney, Australia, where we assemble gaming machines and kiosk products, which comprise a variety of components, including cabinet hardware, computer assemblies, LCD screens, printers, bill validators and acceptors, power transformer and wiring harnesses. 15 We believe that our sources of supply of component parts and raw materials for our products are generally adequate. We utilize contract manufacturers to produce the cabinet hardware that make up our gaming machines, kiosk products, and certain other sub-assemblies. Intellectual Property We believe the ability to introduce and respond to technological innovation in the gaming industry will be an increasingly important qualification for the future success of any provider of financial access and gaming-related products and services. Our continued competitiveness will depend on: (i) the pace of our new product development; (ii) our patent, copyright, trademark, and trade secret protection; and (iii) our relationships with customers. Our business development personnel work with gaming operators, our technology and other strategic partners, and the suppliers of the financial services upon which our financial access services rely, to design and develop innovative products and services that appeal to gaming patrons. We rely on a combination of patents, trademarks, copyrights, trade secrets, and contractual restrictions to protect our intellectual property. The expiration dates of these patents vary and are based on their filing and issuances dates. We intend to continue to actively file for patent protection, when such filings are commercially reasonable, within and outside the United States. We also seek trademark protection for our names and products and have registered hundreds of trademarks in the United States and various foreign countries. Under permission or license agreements with third parties, we also sell gaming products covered by independently filed copyrights, trademarks, or patents. Typically, these contracts require us to pay royalties to the licensing party. Royalty expenses are included in the cost of gaming equipment and systems in our Financial Statements included elsewhere in this Annual Report on Form 10-K. In addition to our patents, trademarks, and copyrights, we also rely on a broader scope of intellectual property including trade secrets, in-house know-how, and innovation. Human Capital Composition of our Workforce As of December 31, 2024, Everi employed approximately 2,300 people, a vast majority of whom work in the United States. Approximately 1,000 people are employed within the Games segment and approximately 1,300 people are employed within the FinTech segment. None of our employees are party to a collective bargaining agreement and we have had no labor-related work stoppages. Culture of our Workplace In 2024, we reaffirmed our mission statement and continued to focus on our employees’ collective imagination, talent, and innovation with our Company’s objectives. At Everi, we are guided by our values of collaboration, integrity, inclusion, excellence, and fun. We (i) Harness the power of collaboration; (ii) Act with integrity; (iii) Value Everi-One; (iv) Exceed expectations and be bold. When we deliver on these values consistently, we H.A.V.E. (v) Fun! We live these values by investing in programs and implementing standards to promote ethical business conduct, inclusion, sustainability, giving and volunteerism, and responsible gaming. These programs support our long-term business success while also empowering our team members. Inspired by Author Simon Sinek’s concept of the Golden Circle and the importance of identifying the “WHY” behind your business, Everi has established a company “WHY” statement. As part of our continued growth and our desire to define and share our Company “WHY” statement more broadly, we apply the Company “WHY” that puts our employees and their success front and center: Elevate the Success of: • Everi Employee • Everi Customer • Everi Day! 16 Employee Engagement At Everi, our core values of Inclusion and Collaboration are at the forefront of our efforts to foster ongoing dialogue with our employees. Recognizing that over 70% of our workforce operates outside of an office, we believe in the critical importance of maintaining robust employee engagement and providing avenues for employee input. To achieve this, we employ a variety of feedback mechanisms. These include annual employee surveys, regular company-wide email communications and periodic town hall meetings. These platforms serve a dual purpose: they not only disseminate crucial company updates from our leadership but also provide opportunities for active employee participation and involvement. Our leadership team takes a hands-on approach to addressing the feedback received through these channels. This practice is a testament to our commitment to not just listen, but to act on employee input, working to foster a culture where every voice is valued and can lead to tangible, positive changes. This approach has been met with success, as evidenced by our overall employee satisfaction score and employee net promoter scores. Everi has been honored with numerous Top Workplace awards from 2020 to 2023, earning national recognition for three consecutive years. As we continue our commitment to excellence, we have chosen to pause our participation in Top Workplace competition to focus internally on areas where we can further elevate our culture, strengthen our teams and enhance the employee experience. This intentional step allows us to refine and improve so, that when we reenter the competition in the future, we can do so with an even stronger foundation and renewed commitment to being a top workplace. Employee Development and Training Everi is dedicated to fostering the growth and development of our employees through a multifaceted training program. We provide specialized leadership training and development courses for newly hired or promoted leaders, equipping them with the skills necessary for their new roles. Additionally, our online learning platform offers an extensive catalog of courses accessible to all employees. This catalog covers a broad spectrum of topics, essential for both leadership and professional development. Key areas include conflict management, effective delegation, understanding unconscious bias, recognizing team achievements, and techniques for coaching and delivering constructive feedback. Recognizing the importance of holistic development, our program also includes training in vital soft skills. Courses on emotional intelligence, email etiquette, and developing a professional presence are designed to support each employee's personal and professional journey. We believe that investing in such training opportunities not only enhances individual capabilities but also contributes significantly to the overall success and culture of our organization. Talent Acquisition and Recruiting The Recruitment Team at Everi is dedicated to sourcing talent from a wide array of channels, particularly recognizing the prevalence of remote work. By leveraging advanced tools and systems, we can help minimize geographic limitations, thereby broadening our talent pool. This approach is especially beneficial in today’s competitive job market, allowing us to fill a variety of roles, including those requiring specific, in- demand skills. We are regularly enhancing our recruitment strategies to identify and attract new, untapped talent, supporting the growth and diversification of our business. At Everi, we believe that creativity and innovation are the fruits of a workforce containing multiple backgrounds and perspectives. To foster this, we employ a blind resume screening process for initial applicants. This method focuses on evaluating talent, experience, and qualifications without the influence of certain demographic information to help provide a fair and unbiased selection process. Additionally, we are proactive in expanding our reach to new candidates. A dedicated member of our Recruitment Team actively collaborates with various educational institutions, professional associations and student organizations. This collaboration not only provides support and information to broader groups of students and job seekers but also helps us discover potential candidates for our open positions. Through these efforts, we are committed to nurturing an inclusive and dynamic workforce that reflects the world in which we operate. 17 Employee Health and Wellness Everi considers the health and safety of our employees to be of paramount importance. We have policies in place to monitor the working conditions of our employees and implement measures to protect their health, safety, and well-being. At Everi, we seek to recognize the diverse needs of our workforce and have tailored our benefits program accordingly. We aim to provide competitive and comprehensive options that are both valuable and accessible to our employees. Our benefits package encompasses a wide range of offerings. These include extensive medical, dental and wellness programs, flexible time-off plans and paid holidays, flexible spending accounts, and a 401(k) retirement plan complimented by a company match on employee contributions. Additionally, we offer financial wellness services to support our employees’ overall financial health. To align our benefits with our employees' needs, we conduct an annual employee benefits survey. This survey serves as a crucial tool for gathering feedback directly from our employees. We actively use this input to refine and enhance our benefits offerings, demonstrating our commitment to regularly improving the work-life balance and overall satisfaction of our workforce. Everi strives to be steadfast in its commitment to adhering to relevant laws and regulations concerning workplace health and safety, as well as emergency and disaster recovery protocols. Our approach is proactive and informed, as we consistently draw upon the expertise of leading national health organizations. This strategy is integral to our operations, particularly in navigating the macroenvironment and its challenges. Our primary objective is safeguarding our employees, protecting them from potential harm. By staying abreast of and responsive to the latest guidance and best practices, we strive to maintain a safe and secure working environment for all. Seasonality Our revenues and cash flows may fluctuate throughout the year driven by seasonality, among other factors. Historically, we have generally experienced higher operating income during the first half of a year and lower operating results during the second half of a year; however, such fluctuations do not have a material impact on our revenues and cash flow. Government Regulation General We are subject to a number of gaming and financial institution laws and regulations and believe that we are in substantial compliance with these laws and regulations. We have designed a diligent internal compliance program governing our business activities, as well as legal requirements generally applicable to publicly traded companies. The compliance program is directed on a day-to-day basis by our Chief Legal Officer, who also serves as Chief Compliance Officer. Legal advice is provided by attorneys from the Company’s legal department and outside experts. The compliance program is overseen by the Corporate Compliance Committee, which includes an independent member. While complying with these regulations can require significant time and resources, we do not believe it results in costs that materially impact our earnings, capital expenditures, or competitive position. Despite our compliance efforts, we can give no assurance that our business activities or the activities of our customers in the gaming industry will not be subject to any regulatory or legal enforcement proceedings in the future. Gaming Regulation The gaming industry is highly regulated under legal systems that frequently evolve and change based on governmental public policies. Various aspects of our business are subject to comprehensive laws, regulations, and ordinances applicable to the ownership, management, and operation of gambling operators, the manufacture and distribution of gaming devices, as well as certain financial services conducted at such operators. The stated policies and other purposes behind such laws, regulations, and ordinances are generally to: (i) secure the public’s trust and confidence in legalized gambling through a system of mandated regulation, internal controls, accounting practices, and operating procedures; and (ii) promote economic activity for the state, county, and local governments through 18 revenue opportunities emanating from taxes, licensing fees, and other economic benefits arising out of gambling and related activities. A description of the material regulatons to which we are subject is set forth below. Gaming Authorities. We are regulated by various city, county, state, provincial, federal, tribal, and foreign government agencies (collectively, “Gaming Authorities”) in the jurisdictions where we conduct business as either a: (i) manufacturer of gaming devices, in those jurisdictions where we manufacture gaming devices and systems; (ii) distributor of gaming devices, in those jurisdictions where we distribute gaming devices and systems; (iii) supplier of “associated equipment,” in those jurisdictions where we sell and service fully integrated kiosks and other integrated kiosk solutions; and (iv) non-gaming supplier or vendor, in those jurisdictions where we provide financial access and Central Credit services only. We must maintain those licenses, registrations, or other approvals in good standing to continue our business. Gaming Authorities have broad discretion in determining whether to grant a license, registration, or other approval. Subject to complying with certain procedural requirements, Gaming Authorities may deny any application, or limit, condition, restrict, revoke, or suspend any license, registration, finding of suitability, qualification, or other approval for any cause deemed reasonable to them. Approvals, Licensing, and Suitability The process of obtaining necessary licenses, registrations, or other approvals often involves substantial disclosure of confidential or proprietary information about us and our officers, directors, key personnel and, in certain instances, beneficial owners of our debt or equity securities, and requires a determination by the regulators as to our suitability as a manufacturer, distributor, supplier, or vendor to gaming operators. Authorities have broad discretion and may require any beneficial holder of our securities, regardless of the number of shares of common stock or amount of debt securities owned, to file an application, make personal or confidential disclosures, be investigated, and be subject to a determination of suitability. Many jurisdictions require any person who acquires beneficial ownership of more than a certain percentage (most commonly 5%) of voting securities of a publicly-traded gaming company and, in some jurisdictions, non-voting securities, to report the acquisition to Gaming Authorities, and Gaming Authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities for investment purposes only. Product Approvals Our gaming devices and certain other products and technologies must be certified or approved by Gaming Authorities in many jurisdictions where we conduct business. These Gaming Authorities test the gaming devices, systems, and related equipment directly or through an independent testing laboratory and may also require a field trial under the regulator’s technical standards before allowing us to sell the product. Although we collaborate closely with the Gaming Authorities and independent testing laboratories, we cannot control whether our products will be approved or the length of time it will take to review our products for sale to third parties. Moreover, there are no guarantees that we will be successful in obtaining and maintaining all necessary licenses, permits, and approvals; or in continuing to hold other necessary gaming licenses, permits, and approvals to conduct our businesses either as currently being conducted by us or to expand our businesses. Our Native American customers are regulated by the National Indian Gaming Commission (“NIGC”), which was established by the Indian Gaming Regulatory Act of 1988 (“IGRA”). The NIGC has regulatory authority over certain aspects of Native American gaming and defines the boundaries of our dealings with the Native American marketplace and the level of regulatory authority to which these games are subject. The IGRA establishes three classes of gaming, each with a different regulatory framework: 19 Class Type of Games Regulatory Oversight I Social gaming for minimal prizes and traditional Native American gaming. Exclusive regulation and oversight by tribal governments. II Bingo (both in traditional and electronic form). Regulation by tribal governments with NIGC oversight. III Casino style games (including slot machines, blackjack, craps, and roulette). Must be permitted by the state in which the tribe is located. The state and the tribe must have negotiated a compact approved by NIGC, and the tribe must have adopted a gaming ordinance approved by the NIGC. We provide our gaming devices and systems in both Class II and Class III markets. Class III gaming on Native American tribal lands is usually subject to the negotiation of a compact between the tribe and the proximate state attendant to where the tribe intends to operate a gaming facility. These tribal-state compacts typically include provisions entitling the state to receive significant sums of money in exchange for the tribe’s operation of Class III gaming. While tribal-state compacts are intended to document the agreement between the state and a tribe, these tribal-state compacts can be subject to disputes relative to permitted Class III gaming operations. The Johnson Act. The Johnson Act, as amended by the federal Gambling Devices Act of 1962 (the “Johnson Act”), requires that we register annually with the Criminal Division of the United States Department of Justice, and requires a wide variety of record keeping and equipment identification efforts on our part. Registration is required for us to sell, distribute, manufacture, transport, or receive gaming equipment, machines, or components across state lines. If we fail to comply with the requirements set forth under the Johnson Act, we could become subject to a variety of penalties, including, but not limited to, the seizure and forfeiture of equipment. Internet and Online Gaming Regulation. Several states have passed legislation and regulations to allow certain intra-state, wager-based, online casino, or lottery games, such as online poker, online lottery, lottery ticket purchases, or lottery ticket subscriptions. To date, several states have authorized some form of Internet or online gaming or lottery activities. However, the legislative and regulatory framework governing these activities may continue to evolve in the future. Financial Services Regulation Our FinTech business is also subject to several financial services regulations: Durbin Amendment. Rules promulgated by the Board of Governors of the Federal Reserve System, required as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), including the so-called Durbin Amendment (the “Durbin Amendment”), establish, among other things, standards for assessing whether debit card interchange fees received by certain debit card issuers are reasonable and proportional to the costs incurred by issuers for electronic debit transactions. Debit card interchange fees are established by payment card networks and ultimately paid by merchants to debit card issuers for each debit transaction. Anti-Money Laundering and Sanctions. The USA PATRIOT Act of 2001, other federal statutes, generally referred to as the Bank Secrecy Act, and implementing federal regulations require us to establish and maintain an anti-money laundering and countering the finance of terrorism program which includes the following: internal policies, procedures, and controls, a designated compliance officer, ongoing employee training programs, an independent audit function to test the program, and customer due diligence. In addition, the financial access services we provide are subject to record keeping and reporting obligations under the Bank Secrecy Act. Our gaming operator customers are required to file a SAR with the U.S. Treasury Department’s Financial Crimes Enforcement Network to report any suspicious transactions relevant to a possible violation of law or regulation. We are also required to file a SAR in certain circumstances where we provide our financial access services directly to patrons. To be reportable, such a transaction must meet criteria that are designed to identify the hiding or disguising of funds 20 derived from illegal activities. Our gaming operator customers, in situations where our financial access services are provided through gaming operator cashier personnel, and we, in situations where we provide our financial access services, are required to file a CTR of each deposit, withdrawal, exchange of currency, or other payment or transfer by, through, or to us which involves a transaction in currency of more than $10,000 in a single day. We also have a program designed to comply with applicable economic and trade sanctions programs, including those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). These sanctions are usually targeted against foreign countries, terrorists, international narcotics traffickers, and those believed to be involved in the proliferation of weapons of mass destruction. Regulations generally require either the blocking of accounts or other property of specified entities or individuals, but they may also require the rejection of certain transactions involving specified entities or individuals. We maintain policies, procedures and other internal controls designed to comply with these sanctions programs. Fund Transfers. Our POS debit card financial access transactions, credit card financial access transactions, and funds dispensing services are subject to the Electronic Fund Transfer Act, which provides cardholders with rights with respect to electronic fund transfers, including the right to dispute unauthorized charges, charges that list the wrong date or amount, charges for goods and services that are not accepted or delivered as agreed, math errors, and charges for which a cardholder asks for an explanation or written proof of transaction along with a claimed error or request for clarification. We believe the necessary policies and procedures have been implemented throughout our organization to comply with the regulatory requirements for fund transfers. State Money Transmission Laws. Many states where we complete credit card financial access and POS debit card financial access transactions or offer our online payment processing solution require us to have a money transmitter license, typically issued by the state’s Financial Institutions Division. These state laws subject us to, among other requirements, examinations by state regulatory agencies, reporting requirements, net worth and bonding requirements, and consumer disclosure requirements. Check Cashing. In some states where we provide check cashing services, certain restrictions may be imposed, such as limits on the amounts of service fees that may be charged on the cashing of certain types of checks, requirements as to records that must be kept with respect to dishonored checks, and requirements as to the contents of receipts that must be delivered to gaming patrons at the time a check is cashed. Credit Reporting. Our Central Credit gaming patron credit bureau services and check verification and warranty services are subject to the Fair Credit Reporting Act (the “FCRA”) and the Fair and Accurate Credit Transactions Act of 2003 (the “FACTA”) and their implementing rules, which require consumer credit bureaus, such as Central Credit, to provide credit report information to businesses only for certain purposes and to otherwise safeguard credit report information, to disclose to consumers their credit report on request, and to permit consumers to dispute and correct inaccurate or incomplete information in their credit report. These laws and rules also govern the information that may be contained in a consumer credit report. We continue to implement policies and procedures as well as adapt our business practices in order to comply with these laws and regulations. In addition to federal regulations, our Central Credit gaming patron credit bureau services are subject to the state credit reporting regulations that impose similar requirements to the FCRA and the FACTA. Debt Collection. We currently outsource most of our debt collection efforts to third parties. However, we may engage in debt collection to collect on chargebacks on our financial access products and unpaid balances for services performed for our check services, Central Credit services, compliance services, receivables relating to the sale and service of our fully integrated kiosks and other integrated kiosk solutions, and other amounts owing to us in connection with performing various services for our customers. All such collection practices may be subject to the Fair Debt Collection Practices Act (the “FDCPA”), which prohibits unfair, deceptive, or abusive debt collection practices, as well as consumer- debt-collection laws and regulations adopted by the various states. Consumer Financial Services. The Consumer Financial Protection Bureau and other federal, state, and local law enforcement and regulatory agencies have the authority to regulate consumer financial products. These agencies have broad statutory powers, including to promulgate rules, issue interpretations, and take enforcement actions that may affect our business. 21 Privacy Regulations. Our collection of information from patrons who use our financial products and services, such as our financial access services, are subject to the financial information privacy protection provisions of the Gramm-Leach-Bliley Act of 1999 (the “GLBA”) and its implementing federal regulations. We gather, as permitted by law, non-public, personally-identifiable financial information from patrons who use our financial access services, such as names, addresses, telephone numbers, bank and credit card account numbers, and transaction information. The GLBA requires us to safeguard and protect the privacy of such non-public personal information and requires us to make disclosures to patrons regarding our privacy and information sharing policies and give patrons the opportunity to direct us not to disclose information about them to unaffiliated third parties in certain situations. We are also subject to state privacy regulations which, in some cases, may be even stricter than federal law, including without limitation, the California Consumer Privacy Act. We continue to implement policies and programs as well as adapt our business practices to comply with federal and state privacy laws and regulations. In addition, we are subject to foreign data protection and privacy laws including, but not limited to, the European Union General Data Protection Regulation, which requires companies to meet certain requirements regarding data privacy and security. Funds Dispensed Operations. The Electronic Fund Transfer Act requires us to disclose certain notices regarding the fees that we charge for performing a funds dispensed transaction as well as to incorporate such notices on the ATM screens to notify patrons of such fees prior to completing a funds dispensed transaction. Our funds dispensed services are also subject to applicable state banking regulations in each jurisdiction in which we operate ATMs which require, among other things, that we register with the state banking regulators as an operator of ATMs, that we provide gaming patrons with notices of the transaction fees assessed upon use of our ATMs, that our transaction fees do not exceed designated maximums, that we offer gaming patrons a means of resolving disputes with us, and that we comply with prescribed safety and security requirements. In addition, the ATMs we operate are subject to requirements of the Americans with Disabilities Act, which in general require that ATMs be accessible to individuals with disabilities, such as visually-impaired persons. Network and Card Association Regulations. In addition to the governmental regulations described above, some of our services are also subject to rules promulgated by various payment networks, EFT networks, and card associations. For example, we must comply with the PCI Data Security Standard. We have been designated as a compliant service provider under the PCI Data Security Standard. We must be certified to maintain our status as a compliant service provider on an annual basis. EMV is designed to deter fraudulent card transactions related to identity theft, counterfeit cards, and the misuse of lost or stolen cards via enhanced card authentication, transaction authorization, and cardholder verification using chip-based smart-cards. The EMV has been adopted in many regions of the world as the global standard for fraud deterrence in chip-based smart-card payments. Merchants whose devices are not capable of processing chip-based smart-card EMV transactions are responsible for chargebacks due to fraudulent transactions on such cards. As a merchant of financial access transactions processed through MasterCard, Visa, Discover, and American Express, all who have adopted the EMV standard, and as an operator of ATMs, our POS, fully-integrated kiosk, and ATM devices are subject to the EMV standard. This requires us to maintain our fleet of U.S.-based POS, fully-integrated kiosk, and ATM devices to support the EMV standard. International Regulation We are also subject to a variety of gaming and financial services regulations and other laws, including the Foreign Corrupt Practices Act, in the international markets in which we operate. We expect to become subject to additional gaming and financial services regulations and other laws in the jurisdictions into which we expand our operations. Our expansion into new markets is dependent upon our ability to comply with the regulatory regimes adopted by such jurisdictions. In addition, refer to “Item 1A. Risk Factors — Risks Related to the Regulation of Our Industry” for more information regarding industry, state, and federal regulations impacting our business and related risks and uncertainties. 22 Available Information Our website address is www.everi.com. We make available, free of charge, on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed, or furnished, pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The information on our website is not part of this Annual Report or our other filings with the SEC. In addition to visiting our website, you may read documents we file with the SEC at www.sec.gov. 23 Item 1A. Risk Factors. The following section describes material risks and uncertainties that make an investment in our securities risky and may adversely affect our business, financial condition, results of operations, or the market price of our stock. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Moreover, some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future. This section should be read in conjunction with our Financial Statements and Results of Operations included elsewhere in this Annual Report on Form 10-K. Risks Related to Our Business Our operations are dependent upon business and consumer demand for gaming and overall economic trends specific to the gaming industry. Economic downturns or a decline in the popularity of gaming could reduce the number of patrons who use our products and services or the amounts of cash that they access using our services. We provide our gaming-related and financial access products and services almost exclusively to regulated gaming operators. As a result, our business depends on consumer demand for gaming. Gaming is a discretionary leisure activity, participation in which has in the past and may in the future decline during periods of (i) economic growth, due to changes in consumers’ spending preferences; (ii) economic downturns or uncertainty, or periods of high inflation, due to decreases in our consumers’ disposable income, confidence, or general tourism activities; and (iii) declining consumer confidence, due to general economic conditions, domestic- and geo-political concerns, or other factors. Gaming competes with other leisure activities as a form of consumer entertainment and may lose popularity as new leisure activities arise or as other leisure activities become more popular. The popularity and acceptance of gaming is also influenced by the prevailing social mores and changes in social mores, including changes driven by social responsibility organizations that are dedicated to addressing responsible gaming, which could result in reduced acceptance of gaming as a leisure activity or litigation or lobbying efforts focused on limiting gaming activities. To the extent that the popularity or availability of gaming in the establishments of regulated gaming operators declines as a result of any of these factors, the demand for our financial access and gaming-related products and services, or the willingness of our customers to spend new capital on acquiring gaming equipment or utilize revenue share agreements, may decline and our business may be harmed. If we are unable to develop and protect our intellectual property adequately or obtain intellectual property rights and agreements, we may lose valuable competitive advantages, be forced to incur costly litigation to protect our rights or be restricted in our ability to provide various products in our markets. Our success depends, in part, on developing and protecting our intellectual property, as discussed in “Item 1. Business”. We also rely on other confidentiality and contractual agreements and arrangements with our employees, affiliates, business partners, contractors and customers to establish and protect our intellectual property and similar proprietary rights. We cannot assure you that we will be successful in protecting these rights and, despite our efforts, our trade secrets and proprietary know-how could become known to, or independently developed by, competitors through malfeasance by employees, contractors or other insiders who may have access to our intellectual property; industrial, corporate or other espionage events; or unauthorized intrusions into our networks or those of our third-party vendors. Any litigation relating to the defense of our intellectual property, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources. In addition, we rely on intellectual property licenses from one or more competitors, the loss of which could materially and adversely affect our business and the sale or placement of our products. Various third-party gaming manufacturers with which we compete are much larger than us and have substantially larger intellectual property asset portfolios. The gaming manufacturer industry is very competitive and litigious, and a lawsuit brought by one of our larger competitors, regardless of whether or not well-founded, may have a 24 material adverse effect on our business, financial condition, operations, or cash flows and our ability to sell or place our products. In addition, we have faced and may again face claims of infringement that could interfere with our ability to use technology or other intellectual property rights that are material to our business operations. In the event a claim of infringement against us is successful, we may be required to pay royalties to use technology or other intellectual property rights that we had been using, or we may be required to enter into a license agreement and pay license fees, or we may be required to stop using the technology or other intellectual property rights that we had been using. We may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable amount of time. Any litigation of this type, whether successful or unsuccessful, could result in substantial costs to us and potentially cause a diversion of our resources. We rely on technology provided by third-party vendors, the loss of which could materially and adversely affect our business, increase our costs, and delay deployment or suspend development of our financial services products, gaming systems and player terminals. We have entered into license agreements with third parties for the exclusive use of their technology and intellectual property rights in the gaming industry, such as our license to use portions of the software infrastructure upon which our financial access systems operate, and we also rely on third-party manufacturers to manufacture our gaming devices, fully integrated kiosks, and other integrated kiosk solutions. We rely on these other parties to maintain and protect this technology and the related intellectual property rights. If our licensors fail to protect their intellectual property rights in material that we license and we are unable to protect such intellectual property rights, the value of our licenses may diminish significantly, and our business could be significantly harmed. In addition, if these agreements expire and we are unable to renew them, or if this software or hardware, or functional equivalents of this software or hardware, were either no longer available to us or no longer offered to us on commercially reasonable terms, we may lose a valuable competitive advantage and our business could be harmed. We have in the past and may again experience various difficulties related to our supply chain, particularly with respect to international third- party suppliers of our components, that could cause significant production delays. If we are unable to obtain these components from our established third-party vendors, we could be required to either redesign our products to function with alternate third-party products or to develop or manufacture these components ourselves, which would result in increased costs and could result in delays in the deployment of our financial service products, gaming systems and player terminals. Furthermore, we might be forced to limit the features available in our current or future offerings. We operate our business in regions subject to natural disasters, public health issues, political instability and other potentially catastrophic events. Any interruption to our business resulting from such an event will adversely affect our revenues and results of operations. In the event of a natural or human-caused disaster or other catastrophic event, the operations of gaming operators and the international third- party suppliers we rely on could be negatively impacted or consumer demand for gaming could decline, or both, and as a result, our business could be interrupted, which could materially and adversely affect our revenues and results of operations. Adverse weather conditions, particularly flooding, hurricanes, tornadoes, heavy snowfall, and other extreme weather conditions often deter our customer’s patrons from traveling to or make it difficult for them to frequent the sites where our games and FinTech equipment are installed, and have disrupted supply chains. Similarly, public health crises, such as an epidemic or pandemic, often deter patrons from visiting our customer’s gaming operators. If any of those sites, where a significant number of our games and FinTech equipment is installed, or our suppliers either individually or simultaneously experienced adverse weather conditions or other catastrophic events, our results of business, financial condition, and operations could be materially and adversely affected. From time to time, the impact of weather-related natural disasters has resulted in business disruption at certain of our locations as well as our customers’ facilities and may do so in the future. 25 The emergence of generative artificial intelligence (“GenAI”) may have material adverse impacts on our operations and financial performance, the gaming industry that we serve, our customers, and gaming patrons. GenAI is likely to have a variety of unforeseeable impacts, the nature of which are highly uncertain and cannot be predicted, on our business and the gaming industry. Existing and new competitors using GenAI may bring new gaming products to the market, increasing competition and choices for our customers and patrons, resulting in a decrease in demand for our products. New GenAI-based or GenAI-created non-gaming products and services may emerge and compete for consumers' leisure and entertainment spending, resulting in a decrease in spending on our gaming products and services. GenAI can be used to create false and misleading information, impersonate people, and increase the effectiveness of fraudulent activities and cyberattacks, leading to increased costs of fraud and cybersecurity detection and remediation, as well as a loss in operational efficiency, reputation and revenues. GenAI can create art, music and literature with little or no human intervention, leading to disruption in the gaming industry and job displacement among our employees, customers and patrons, and affecting spending on gaming-related leisure activities. The use of GenAI tools and content in the creation of intellectual property, games and content by our employees and suppliers, whether authorized or unauthorized, may lead to third-party claims related to that intellectual property or our inability to maintain full ownership over our intellectual property, resulting in litigation, damages and license fees, or the requirement that we withdraw certain content from the marketplace, leading to loss of revenue. The recent emergence and fast growth of GenAI technology means that the full range of impacts on the Company are unknowable at this time. Risks Related to Our Games Business Most of our leased gaming device contracts with our customers are short-term, and if we are unable to maintain our current customers on terms that are favorable to us, our business, financial condition, operations, or cash flows may suffer a material adverse effect. Most of our leased gaming device contracts with our customers are generally short-term, except for customers with whom we have entered into development and placement fee agreements. We do not rely upon the stated term of our gaming device contracts to retain the business of our customers. We rely instead upon providing competitive player terminals, games, and systems to give our customers the incentive to continue doing business with us. At any point in time, a significant portion of our gaming device business is subject to non-renewal, which may materially and adversely affect our earnings, financial condition, and cash flows. To renew or extend any of our customer contracts, generally, we may be required to accept financial and other terms that are less favorable to us than the terms of the expired contracts. In addition, we may not succeed in renewing customer contracts when they expire. If we are required to agree to other less favorable terms to retain our customers or we are not able to renew our relationships with our customers upon the expiration of our contracts, our business, financial condition, operations, or cash flows could suffer a material adverse effect. Tribal gaming customers who have historically operated large numbers of Class II gaming units may negotiate arrangements with state governments or renegotiate existing gaming compacts that could impact the number of Class II gaming devices currently supplied by the Company, to the extent there is a desire to change to Class III gaming units. If we are unable to maintain our existing placement of units, then our business, financial condition, operations, or cash flows may suffer an adverse effect. As of December 31, 2024, we operated more than 10,036 Class II gaming units under lease or daily fixed-fee arrangements with our customers. Customers who enter into compacts with state governments may desire to change from Class II gaming units to Class III gaming units, as Class III units generally perform better than Class II units. This may result in the loss of placements under lease or daily fixed-fee arrangements as customers purchase or lease Class III units from other equipment suppliers to replace our existing Class II units. If we are 26 unable to replace these lost units with our proprietary Class III units, our business, financial condition, operations, or cash flows could be negatively impacted. Tribal gaming customers that operate Class III gaming units do so under compacts with state governments. If these tribal gaming customers are unable to maintain or renew these existing gaming compacts, then our business, financial condition, operations, or cash flows may suffer an adverse effect. As of December 31, 2024, we operated approximately 2,972 Class III gaming units under lease or daily fixed-fee arrangements with our tribal gaming customers. As Class III units generally perform better than Class II units, the loss of these Class III placements under lease or daily fixed- fee arrangements, if these customers are unable to renew their Class III gaming compacts and we are unable to replace these lost units with our proprietary Class II units, may negatively impact our business, financial condition, operations, or cash flows. We derive a significant portion of our revenue from tribal customers, and our ability to effectively operate in tribal gaming markets is vulnerable to legal and regulatory uncertainties, including the ability to enforce contractual rights on tribal land. We derive a significant percentage of our revenue from the provision of financial access and gaming-related products and services to gaming facilities operated on tribal lands. Tribes that are federally-recognized are considered “domestic dependent nations” with certain sovereign rights and, in the absence of a specific grant of authority by Congress to a state or a specific compact or agreement between a tribal entity and a state that would allow the state to regulate activities taking place on tribal lands, such tribes can enact their own laws and regulate gaming operations and contracts. In this capacity, tribes generally enjoy a degree of sovereign immunity, which, among other things, recognizes a tribe’s inherent authority of self-determination and self-governance, immunizes the tribe from certain lawsuits outside of tribal jurisdiction, and generally authorizes a tribe’s powers of taxation and spending over its federally-recognized nation. Accordingly, before we can seek to enforce contract rights with a tribe, or an agency or instrumentality of a tribe, we must obtain from the tribe a general or limited waiver of its sovereign immunity with respect to the matter in dispute, which we are not always able to do. Without a general or limited waiver of sovereign immunity, or if such waiver is held to be ineffective, we could be precluded from judicially enforcing any rights or remedies against a tribe, including the right to enter lands to retrieve our property in the event of a breach of contract by the tribal party to that contract. Governing law and venue provisions in our contracts with tribal customers vary widely and may not be enforceable. Government enforcement, regulatory action, judicial decisions, and proposed legislative action have in the past affected, and will likely continue to affect our business, financial condition, operations, cash flows, and prospects in tribal lands. The legal and regulatory uncertainties surrounding our tribal agreements could result in a significant and immediate material adverse effect on our business, financial condition, operations, or cash flows. For example, certain of our agreements with tribes are subject to review by regulatory authorities. Additionally, such uncertainties could increase our cost of doing business and could take management’s attention away from operations. Regulatory action against our customers or equipment in these or other markets could result in machine seizures and significant revenue disruptions, among other adverse consequences. Moreover, tribal policies and procedures, as well as tribal selection of gaming vendors, are subject to the political and governance environment within each tribe. Changes in tribal leadership or tribal political pressure can affect our business relationships within markets. We may not realize sufficient returns or be successful in renewing our existing or future placement and development fee agreements with casino operators to expand or develop gaming facilities. In our gaming business, we have entered into placement fee agreements with several customers to secure long-term revenue share arrangements which include a fixed number of player terminal placements in the gaming facility. These placement fee agreements sometimes provide for the removal of our player terminal placements in the event of poor game performance with no further obligation from the gaming customer. 27 Risks Related to Our FinTech Business An unexpectedly high level of chargebacks, as a result of fraud or otherwise, could materially and adversely affect our Financial Access business. When patrons use our financial access services, we either dispense cash or produce a negotiable instrument that can be exchanged for cash. If a completed financial access transaction is subsequently disputed, and if we are unsuccessful in establishing the validity of the transaction, we may not be able to collect payment for such transaction and such transaction becomes a chargeback. If we incur chargebacks in excess of specified levels, we could lose our sponsorship into the card associations or be censured by the card associations by way of fines or otherwise. Our failure to adequately manage our chargebacks could have a material adverse effect on our business, financial condition, operations, or cash flows. Changes in consumers’ willingness to pay a convenience fee to access their funds could reduce the demand for our Financial Access products and services. Our financial access business depends upon the willingness of patrons to pay a convenience fee to access their own funds on the premises of a gaming operator. In most retail environments, consumers typically do not pay an additional fee for using non-cash payment methods such as credit cards, POS debit cards, or checks. Gaming patrons could bring more cash with them to the establishments of gaming operators or access cash outside of gaming operators without paying a fee for the convenience of not having to leave the establishment. To the extent that gaming patrons become unwilling to pay these convenience fees or lower cost financial access alternatives become available, the demand for financial access services within the establishments of gaming operators may decline and our business could suffer. We maintain a significant amount of cash within our ATMs, which is subject to potential loss due to theft or other events, including natural disasters. A loss of cash from the ATMs we own and for which we provide the cash to operate from our vault cash arrangements is generally our responsibility. The insurance we typically require our service providers, who either transport the cash or otherwise have access to the ATM safe, to maintain in the event cash losses occur as a result of theft, misconduct or negligence on the part of such providers may be insufficient. Cash losses at the ATM could occur in a variety of ways, such as natural disasters, fires, vandalism, and theft. Our insurance policies may not cover losses that may occur to the equipment, and any losses to the cash contained in those devices would be borne by us. An increase in the frequency and/or amounts of theft and other losses could lead to a material loss of cash and negatively impact our operating results. Pending Proposed Transaction The announcement and pendency of the Proposed Transaction could adversely impact our business, financial condition, and results of operations. On July 26, 2024, we entered into definitive agreements with IGT, Spinco, Buyer, and Buyer Sub, whereby we and IGT Gaming are expected to be simultaneously acquired by Buyer, a newly formed holding company owned by funds managed by affiliates of Apollo, in an all-cash transaction (the “Proposed Transaction”). Uncertainty about the effect of the Proposed Transaction on our employees, customers, and other parties may have an adverse effect on our business, financial condition, and results of operations regardless of whether the Proposed Transaction is completed. These risks to our business in connection with the Proposed Transaction include the following, all of which could be exacerbated by a delay in the consummation of the Proposed Transaction: • the diversion of significant management time and resources from our ongoing business and operations as a result of the devotion of management’s attention to the Proposed Transaction; • the impairment of our ability to retain, hire, and motivate our employees, including key personnel; 28 • operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining employee, customer, or other business, contractual, or operational relationships following the announcement of the Proposed Transaction); • delays or deferments of certain business decisions by our customers, suppliers, and other business partners; • the inability to pursue alternative business opportunities or make appropriate changes to our business because, subject to certain exceptions, the merger agreement in connection with the Proposed Transaction (the “Merger Agreement”) requires us to use reasonable best efforts to conduct our business and operations in all material respects in the ordinary course of business consistent with past practice and to preserve intact in all material respects the material components of our business organization and to maintain satisfactory relations with key customers, key suppliers, material licensors, and governmental authorities with whom we and our subsidiaries have significant business relationships or regulatory relationships, to use commercially reasonable efforts to maintain satisfactory relations with all other customers, suppliers, and licensors, and to not engage in certain material transactions prior to the completion of the Proposed Transaction; • the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, which in certain circumstances may require us to pay a termination fee; • litigation matters relating to the Proposed Transaction, including the nature, costs, and outcome of pending and any future litigation and other legal proceedings related to the Proposed Transaction; • the incurrence of significant costs, fees, and expenses for professional services and other transaction costs in connection with the Proposed Transaction; and • potential negative reactions from the financial markets. In addition, any acquisition, merger, disposition, strategic investment, or similar activity may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, and otherwise adversely impact our business, financial condition, and results of operations. We may not achieve any or all of the anticipated financial results, cost synergies, or other benefits expected in connection with any such transaction, or strengthen our competitive position, or achieve other anticipated goals in a timely manner, or at all. Further, such transactions may be viewed negatively by our current or potential customers, financial markets, or investors. The completion of the Proposed Transaction is subject to the satisfaction or waiver of certain closing conditions by us, IGT, Buyer and Buyer Sub, including certain regulatory conditions, and the failure to consummate the Proposed Transaction within the expected timeframe or at all could adversely impact our business, financial condition, and results of operations. Our respective obligations, on the one hand, and those of the Buyer Parties, on the other hand, to effect the proposed acquisition, and of IGT, on the one hand, and the Buyer Parties, on the other hand, to effect the Equity Sale, are subject to the satisfaction or waiver of various and customary closing conditions, including (but not limited to): (i) the accuracy of the representations and warranties contained in the Merger Agreement, subject to certain customary materiality qualifications, as of the date of the Merger Agreement and as of the closing of the Proposed Transaction, and compliance in all material respects with the covenants and obligations contained in the Merger Agreement; (ii) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon (the “Stockholder Approval”), which was obtained on November 14, 2024; (iii) (a) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) the receipt and effectiveness of certain governmental approvals required under antitrust laws, foreign investment laws, and financial services laws (or the termination or expiration of any applicable waiting period thereunder), and gaming approvals from certain gaming authorities; and (iv) the absence of any order, writ, judgment, injunction, or decree that prevents, makes illegal, or prohibits the closing of the Proposed Transaction. 29 We can provide no assurance that the closing conditions will be fulfilled (or waived, if applicable) in a timely manner or at all, and, if all closing conditions are timely fulfilled (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of the completion of the Proposed Transaction. Many of the conditions to completion of the Proposed Transaction are not within our control, and we cannot predict when or if these conditions will be fulfilled (or waived, if applicable). The Proposed Transaction is complex in nature, and unanticipated developments, including, among other things, changes in law, the macroeconomic environment, market conditions, regulatory or geopolitical conditions, or natural disasters, may affect our, IGT’s, or the Buyer Parties’ ability to close the Proposed Transaction as currently expected and within the anticipated time frame or at all. Additionally, the Merger Agreement includes certain termination rights for each of us, IGT, and the Buyer Parties, subject, in certain circumstances, to our payment to IGT and Buyer of a termination fee in an aggregate amount of $65 million in cash upon termination of the Merger Agreement under specified circumstances. If we are required to make this payment, doing so may materially adversely affect our business, financial condition, and results of operations. Any changes to the Proposed Transaction or delay in closing the Proposed Transaction could cause us, IGT, or the Buyer Parties not to realize some or all of the expected benefits or to realize them on a different timeline than expected. In addition, the terms and conditions of the required regulatory authorizations and consents that are granted, if any, may impose requirements, limitations, or costs, or materially delay the closing of the Proposed Transaction. Additionally, there may be a significant or longer than expected time period between the Stockholder Approval and the closing of the Proposed Transaction, due to the timing of required regulatory approvals, satisfaction of other closing conditions, or other factors, including those described in this “Item 1A. Risk Factors” section. As a result, the circumstances at the time of the closing may vary, including to a significant degree, from those at the time the Stockholder Approval was obtained, including, without limitation, with respect to our stock price or business and financial performance, developments in the industry in which we operate, external factors such as macroeconomic, regulatory, geopolitical, and market developments, or other factors not currently anticipated. However, pursuant to the Merger Agreement, the closing will nonetheless occur upon the satisfaction or waiver of the required closing conditions as set forth in the Merger Agreement, irrespective of any change in circumstances between the time the requisite Stockholder Approval was obtained and the closing of the Proposed Transaction, unless otherwise provided for in the Merger Agreement. If the closing of the Proposed Transaction is delayed or does not occur, this could result in a material adverse effect on our financial condition, results of operations, ability to pursue alternative transactions, and reputation. There can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by any other party to the Merger Agreement, or that we will wholly or partially recover for any damages incurred by us in connection with the Proposed Transaction. A failed transaction may result in negative publicity and a negative impression of us among our customers or in the investment community or business community generally. Further, any disruptions to our business resulting from the announcement and pendency of the Proposed Transaction, including any adverse changes in our relationships with our customers, suppliers, lenders, partners, officers, employees, governmental entities, and other third parties, could continue or accelerate in the event of a failed transaction or the perception that the transaction may be delayed or may not close. In addition, if the Proposed Transaction is not consummated, the share price of our common stock may likely decline, including below the $14.25 per share price of the Proposed Transaction. Further, if the Proposed Transaction is consummated, as our stockholders will receive cash in exchange for their shares, our stockholders will not be able to share in any potential upside of our common stock after the closing. We have incurred, and will continue to incur, significant costs, expenses, and fees and other transaction costs in connection with the Original Proposed Transaction and the Proposed Transaction, for which we will have received little or no benefit if the Proposed Transaction is not completed. Fees and costs will be payable by us even if the Proposed Transaction is not completed and may relate to activities that we would not have undertaken except in connection with the Proposed Transaction. 30 The Merger Agreement contains provisions that limit our ability to pursue an alternative transaction, which may discourage a potential third party from making a favorable alternative transaction proposal, as well as certain limited termination provisions. The Merger Agreement contains provisions that make it more difficult for us to seek an alternative transaction. Under these provisions, we have agreed not to, and to cause our subsidiaries (and to use reasonable best effort to cause our and their respective representatives) not to, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate the making, submission or announcement of, furnish any information regarding us or our subsidiaries to any person in connection with or in response to, engage in discussions or negotiations with any person relating to (other than to state that they are not currently permitted to have discussions), or approve, endorse or recommend, any Acquisition Proposal or any Acquisition Inquiry (each as defined in the Merger Agreement) with respect to us, nor enter into any letter of intent or similar contract contemplating or relating to any Acquisition Transaction (as defined in the Merger Agreement) or any Acquisition Inquiry with respect to us (excluding certain permitted confidentiality agreements) (the “No Shop Provision”). Notwithstanding the foregoing, if prior to obtaining the Stockholder Approval, we received a written Acquisition Proposal that did not result from a material breach of the No Shop Provision, and our board of directors determined in good faith (a) after consultation with our financial advisor that such Acquisition Proposal is or would reasonably be expected to lead to a Merger Partner Superior Proposal (as defined in the Merger Agreement) and (b) after consultation with our outside legal counsel that the failure to take the following actions would reasonably be expected to be inconsistent with the fiduciary duties of our board of directors under applicable law, then we had the ability to furnish information regarding us or our subsidiaries, or enter into discussions and negotiations with the person making such Acquisition Proposal and its representatives, in each case subject to complying with specified notice requirements and other conditions as set forth in the Merger Agreement. These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring or combining with all or a significant portion of our business or pursuing an alternative transaction with us from considering or proposing such a transaction. In addition, we may terminate the Merger Agreement under certain circumstances, including if the Proposed Transaction is not consummated by July 26, 2025 (the “Outside Date”), provided that the Outside Date may be extended under certain circumstances as specified in the Merger Agreement, including with respect to the timing of regulatory approvals and the Marketing Period (as defined in the Merger Agreement). However, the termination right will not be available to us if the failure to consummate the Proposed Transaction by such date is primarily attributable to our failure to perform any covenant or obligation in the Merger Agreement that we are required to perform. If we terminate the Merger Agreement, this could result in a material adverse impact on our results of operations, and if the Merger Agreement is terminated and we seek another business combination transaction, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Proposed Transaction. We will incur significant costs related to the Proposed Transaction that could have a material adverse effect on our liquidity, cash flows, and operating results. We expect to incur significant costs in connection with the Proposed Transaction, including transaction costs, legal and regulatory fees, and other costs that our management team believes are necessary to effect or realize the anticipated benefits from the Proposed Transaction. The incurrence of these costs could have a material adverse effect on our financial condition and results of operations, including in the periods in which they are incurred. The Merger Agreement contains our specified termination rights, including specified circumstances where we would be required to pay to IGT and Buyer a termination fee in an aggregate amount of $65 million in cash upon termination of the Merger Agreement. The incurrence of such fee may have a material adverse effect on our liquidity, cash flows, and operating results in the period in which it is incurred. 31 The consideration to be paid by Buyer to our stockholders will not be adjusted in the event the value of our business or assets changes before the Proposed Transaction closes. The consideration to be paid by Buyer to our stockholders will not be adjusted in the event the value of our business or assets changes, including as a result of the regulatory process. If the value of our business or assets changes going forward, now that our stockholders approved the adoption of the Merger Agreement, the trading price of shares of our common stock may be less than or greater than our stockholders had anticipated when they considered the adoption of the Merger Agreement. Pursuant to the Merger Agreement, we will not be permitted to terminate the Merger Agreement solely because of changes in the trading price of shares of our common stock. The trading price of our shares of common stock may fluctuate as a result of the Proposed Transaction. There can be no assurance that the trading price of our shares of common stock will not fluctuate prior to the closing of the Proposed Transaction. The trading price may increase or decrease (including above or below the $14.25 per share consideration to be paid by Buyer) due to, among other things, uncertainty of the closing of the Proposed Transaction or uncertainty as to the impact to our business during the pendency of the Proposed Transaction. Our stockholders will not be able to share in any potential upside that an indirect parent of Buyer will have by virtue of its ownership of IGT Gaming following the Equity Sale and us following the proposed acquisition. Lawsuits have been filed and additional lawsuits may be filed against us and our board of directors challenging the transactions contemplated by the Merger Agreement or the Proposed Transaction, which could prevent or delay the completion of the Proposed Transaction or result in the payment of damages. Following the announcement of the Proposed Transaction, purported stockholders of Everi filed complaints or sent demand letters alleging that the definitive proxy statement for the Special Meeting of Everi stockholders omitted or misstated material information with respect to the Proposed Transaction and seeking supplemental disclosures and other equitable and legal relief. It is possible that additional litigation against us or our directors may be filed in the future. Among other remedies, claimants could seek damages and/or to enjoin the transactions contemplated by the Merger Agreement or the Proposed Transaction. An adverse ruling in any pending or future lawsuit may delay or prevent the transactions contemplated by the Proposed Transaction from being completed. Any such actions may create uncertainty relating to the Proposed Transaction and may be costly and distracting to our management. Risks Related to Our Capital Structure The agreements and instruments governing our debt impose restrictions that may limit our operating and financial flexibility. As discussed in “Note 13 - Long Term Debt”, the Credit Facilities and the indenture governing the 2021 Unsecured Notes contain a number of significant restrictions and covenants that limit our ability, among other considerations, to: incur additional indebtedness; sell assets, or consolidate, or merge with or into other companies; pay dividends, or repurchase or redeem capital stock; make certain investments; issue capital stock of our subsidiaries; incur liens; prepay, redeem or repurchase subordinated debt; and enter into certain types of transactions with our affiliates. These covenants could have the effect of limiting our flexibility in planning for or reacting to changes in our business and the markets in which we compete. Our existing borrowings could also impact our ability to raise additional capital to fund our operations, limit our ability to react to changes in our industry or the economy or to be competitive against others in our industry, expose us to interest rate risk on our variable rate debt, and prevent us from meeting our obligations with respect to our indebtedness, any of which could have significant adverse effects on our business, financial condition and results of operations. In addition, to the extent we are found in default and if our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, on terms that are acceptable to us, or at all. If our debt is in default for any reason, our business, financial condition, and results of operations could be materially and adversely affected. 32 A material increase in market interest rates could adversely affect our business and results of operations. As of December 31, 2024, all of our indebtedness under our Senior Credit Facilities is at variable interest rates tied to the Secured Overnight Financing Rate (“SOFR”). Any material increases to SOFR could increase the amount of interest we are required to pay under the Senior Credit Facilities and adversely affect our business and results of operations. In addition, we have commercial arrangements with third-party vendors to provide cash for certain of our fund dispensing devices. For the use of these funds, we pay a usage fee on either the average daily balance of funds utilized multiplied by a contractually defined usage rate or the amounts supplied multiplied by a contractually defined usage rate. Assuming no change in the amount of cash used to supply our ATMs, an increase in SOFR would result in higher monthly fees that we must pay to obtain this supply of cash, thereby increasing our ATM operating costs. Any increase in the amount of cash required to supply our ATMs would magnify the impact of an increase in SOFR and our business could be adversely affected. Risks Related to Our Information Technology We have experienced in the past and may experience in the future network or system failures, or service interruptions, including cybersecurity attacks, or other technology and privacy risks. Our inability to protect our systems and data against such risks could harm our business and reputation. Our ability to provide uninterrupted and high levels of services depends upon the performance of our internal network, systems and related infrastructure, and those of our third-party vendors. Any significant interruptions in, or degradation of, the quality of the services, including infrastructure storage and support, that these third parties provide to us could severely harm our business and reputation and lead to the loss of customers and revenue. Our internal network, systems, and related infrastructure, in addition to the networks, systems, and related infrastructure of our third-party technology vendors, may be vulnerable to computer viruses and other malware that infiltrate such systems and networks, as well as physical or electronic security breaches, natural disasters, and similar disruptions. They have been and may continue to be the target of attempts to identify and exploit network and system vulnerabilities, penetrate or bypass security measures to interrupt or degrade the quality of the services we receive or provide, or otherwise gain unauthorized access to our networks and systems or those of our third- party vendors. These vulnerabilities or other attempts at access may result from, or be caused by, human error or technological failures, however, they may also be the product of malicious actions by third parties intending to harm our business. The methods that may be used by these third parties to cause service interruptions or failures or to obtain unauthorized access to information change frequently, are difficult to detect, evolve rapidly, and are increasingly sophisticated and hard to defend against. Our investment in security measures and other defensive measures, and those employed by our third-party vendors, may not be sufficient to defend against all such current and future methods. Our careful vetting of third parties to provide technology services and the contractual requirements related to the security that we impose on our third-party vendors who have access to this data may not be sufficient to protect us from network or system failures or service interruptions. Any actual or perceived security breach, whether experienced by us or a third-party vendor; the reporting or announcement of such an event, or reports of perceived security vulnerabilities of our systems or the systems of our third-party service providers whether accurate or not; or our failure or perceived failure to respond or remediate an event or make adequate or timely disclosures to the public, Gaming Authorities, regulatory or law enforcement agencies following any such event may be material and lead to harm to our financial condition, business reputation, and prospects of future business due to, among other factors: loss of customer confidence arising from interruptions or outages of our services, delays, failure to meet contractual obligations, and loss of data or public release of confidential data; increased regulatory scrutiny on us; compromised trade secret and intellectual property; exposure to costly uninsured liabilities such as material fines, penalties, liquidated damages, and overall margin compression due to renegotiation of contracts on less favorable terms or loss of business; liability for claims relating to misuse of personal information in violation of contractual obligations or data privacy laws; and potential theft of our intellectual property. 33 A security breach could occur and persist for an extended period of time without detection. We expect that any investigation of a security breach could take a substantial amount of time, and during such time we may not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, all of which could further increase the costs and consequences of such a breach. Further, detecting and remediating such incidents may require specialized expertise and there can be no assurance that we will be able to retain or hire individuals who possess, or otherwise internally develop, such expertise. Our remediation efforts therefore may not be successful. The inability to implement, maintain, and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations. Moreover, there could be public announcements regarding any data security-related incidents and any steps we take to respond to or remediate such incidents. The occurrence of any such failure may also subject us to costly lawsuits and claims for contractual indemnities and may negatively impact the status of our gaming regulatory licenses up to and including revocation, as well as divert valuable management, engineering, information technology, and marketing resources toward addressing these issues and delay our ability to achieve our strategic initiatives. In the event our EGMs or financial access products, systems, or networks are compromised, gaming operators may require us to remediate any abnormality, downtime, loss of use, or suspicious activity, or require us to indemnify casino operators for lost business and, potentially, their patrons. In addition, we gather, as permitted by law, non-public, personally-identifiable financial information from patrons who use our financial access services, such as names, addresses, telephone numbers, bank and credit card account numbers and financial transaction information, and the compromise of such data, which may subject us to fines and other related costs of remediation. Our insurance coverage may be insufficient to protect us against all losses and costs stemming from security breaches, cyberattacks and other types of unlawful activity, or any resulting disruptions from such events. We cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material and adverse effect on our business, financial condition and results of operations. Risks Related to Competition The gaming industry is intensely competitive, and if we are unable to compete effectively, including to introduce new, commercially viable games, products and services in a timely manner, our business could be negatively impacted. Our success is dependent on our ability to develop and sell new games, products, and services that are attractive not only to our customers, but also to their customers, the gaming patrons. We may be unable to enhance our offerings in a timely manner or achieve market acceptance in new or existing markets. The market for gaming devices, financial access products, and related services is highly competitive, and we expect competition to increase and intensify in the future. If we do not appeal to gaming operators and patrons, or do not meet or sustain revenue and profitability of contractual obligations and expectations, we may lose business to our competitors. In both our Games and FinTech businesses, some of our competitors and potential competitors have significant advantages over us, including greater name recognition; longer operating histories; pre-existing relationships with current or potential customers; greater financial, research, design, development, marketing, technological, and other resources; and more ready access to capital resources, which allow them to respond more quickly to new or changing opportunities, be in a better position to compete and, in respect of our financial access business, to pay higher commissions or other incentives to gaming operators in order to gain new customers. In our FinTech business, we compete with other established providers of financial access products and services, including third-party transaction processors, financial institutions, and other regional and local banks that operate ATMs on the premises of gaming operators. To the extent that we lose customers to these competitors, or competitive pressures force us to offer incentives or less favorable pricing terms for us to establish or maintain relationships with gaming operators, our business, financial 34 condition, operations, or cash flows could be materially and adversely affected. Delay in regulatory approvals of new gaming devices and equipment may adversely impact new product deployment. Consolidation among our customers or competitors could have a material adverse effect on our revenues and profitability. We often execute contracts with customers pursuant to which we provide products and services at the establishments of multiple gaming operators. Accordingly, the expiration or termination of a single key contract can mean the loss of multiple gaming facilities at which many of our products and services are used. Consolidation among operators of gaming establishments may also result in the loss of customers, if one of our customers is acquired by a business that utilizes one of our competitors, or significant margin compression, if rates vary between acquiring and acquired customers. Consolidation among our competitors in either the Games or FinTech sectors will only increase advantages these competitors may have over us as we compete for these customers, including even greater financial, research, design, development, marketing, technological, and other resources, and the ability to offer customers more favorable rates and prices due to lower operating costs resulting from efficiencies of scale and varying margins of a larger product portfolio, among other factors. Risks Related to the Regulation of Our Business Unauthorized disclosure of cardholder and patron data or similar violations of applicable data privacy laws, whether through a security breach of our computer systems, our third-party processor’s computer systems or otherwise, or through our unauthorized use or transmission of such data could subjects us to costly fines, penalties, and legal claims. We collect and store personally identifiable information about cardholders and patrons, who perform certain financial access and Central Credit transactions, including names, addresses, social security numbers, driver’s license numbers, and account numbers, and we maintain a database of cardholder and patron data, including account numbers, to process our financial access and Central Credit transactions. We also rely on our third-party processor and certain other technology partners to process and store cardholder and patron data relating to our financial access and Central Credit transactions. As a result, we, as well as our third-party processor, certain of our other technology providers, and some of our gaming operator customers, are required to comply with various foreign, federal, and state privacy statutes and regulations and the PCI Data Security Standard. Compliance with these regulations and requirements, which are subject to change at any time, is often difficult and costly, and our failure, or the failure of these other third parties, to comply may result in significant fines or civil penalties, regulatory enforcement action, liability to our sponsor bank, and termination of our agreements with our gaming operator customers, each of which could have a material adverse effect on our business, financial condition, operations, or cash flows. If our computer systems or those of our third-party processor or other technology providers suffer a security breach, we may be subject to liability, including claims for unauthorized transactions with misappropriated bank card information, impersonation, or similar fraud claims, as well as for any failure to comply with laws governing required notifications of such a breach, and these claims could result in protracted and costly litigation, penalties, or sanctions from the card associations and EFT payment networks, and damage to our reputation, which could reduce and limit our ability to provide financial access and related services to our gaming operator customers. The personally identifiable information we collect also includes our patrons’ transaction behavioral data and credit history data, which we may use to provide marketing and data intelligence services to gaming operators. This information is increasingly subject to federal, state, and card association laws and regulations, as well as laws and regulations in numerous jurisdictions around the world. Governmental regulations are typically intended to protect the privacy and security of such data and information as well as to regulate the collection, storage, transmission, transfer, use, and distribution of such data and information. We could be materially and adversely affected if domestic or international laws or regulations are expanded to require changes in our business practices, or if governing jurisdictions interpret or implement their laws or regulations in ways that negatively affect our business or even prohibit us from offering certain marketing and data intelligence or other services. Similarly, if we are required to allocate significant resources to modify our internal operating systems and procedures to enable enhanced protection of patron data that we transmit, store, and use, our business 35 results could be adversely affected. In addition, we may face requirements that pose compliance challenges in new international markets that we seek to enter as various foreign jurisdictions have different laws and regulations concerning the storage, transmission, and use of gaming patron data. Such variation could subject us to costs, liabilities, or negative publicity that could impair our ability to expand our operations into some countries; therefore, it could limit our future growth. We are subject to extensive governmental gaming and financial services laws regulation, which are subject to change and uncertain application, and may harm our business. Our ability to conduct both our gaming and financial access businesses, expand operations, develop and distribute new games, products and systems, charge fees, and expand into new gaming markets is also subject to significant federal, state, local, tribal, and foreign regulations, which vary from jurisdiction to jurisdiction, and include the FCRA, the FACTA, and similar state laws; laws relating to debt collections; privacy provisions of state and federal law, including the Gramm-Leach-Bliley Act; the Electronic Fund Transfer Act; the Bank Secrecy Act and the USA PATRIOT Act of 2001; the Americans with Disabilities Act; applicable state banking and ATM regulations; state licensing requirements and regulations governing check cashing activities and those governing money transmitters. In the United States and many other countries, gaming must be expressly authorized by law. Once authorized, such activities are subject to extensive and evolving governmental regulation. The gaming laws, regulations, and ordinances generally concern the antecedents, acumen, financial stability, and character of our owners, officers, and directors, as well as those persons financially interested or involved in our companies; dictate the technical standards and regulations of our electronic player terminals, gaming systems, and certain other products; and set forth the process and manner by which the Gaming Authorities issue such licenses, findings of suitability, and product approvals. In addition, the suspension, revocation, non-renewal or limitation of any of our licenses or product approvals, or the inability to obtain or maintain requisite license or product approvals could have a material adverse effect on our business operations, financial condition, results of operations, and our ability to retain key employees. The Gaming Authorities may deny, limit, condition, suspend, or revoke a gaming license or related approval for violations of applicable gaming laws and regulations, and may impose substantial fines and take other actions, any one of which could have a significant adverse effect on our business, financial condition, and results of operations. There can be no assurance that we will be able to obtain any such licenses, and, even if we were able to do so, there could be substantial costs and potential product changes involved in maintaining such licenses, which could have a material and adverse effect on our business. Further, changes in existing gaming laws or regulations, or new and evolving interpretations and applications of existing gaming laws, may hinder or prevent us from continuing to operate in those jurisdictions where we currently do business, which could harm our operating results. In particular, the enactment of unfavorable legislation or government efforts affecting or directed at gaming manufacturers or gaming operators, such as referendums to increase gaming taxes, or requirements to use local distributors, or uncertainty as to the means and manner in which existing gaming laws may be interpreted and applied, either singly or together, could have a negative impact on our operations. We are subject to formal or informal audits, inquiries, examinations, or reviews from time to time by regulatory authorities. In the event that any regulatory authority determines that the manner in which we operate our business or provide our services is not in compliance with existing rules and regulations, or the regulatory authorities adopt new rules or regulations that prohibit or restrict the manner in which we do so, then these regulatory authorities may force us to modify the manner in which we operate or force us to stop processing certain types of financial access transactions or providing patron marketing or gaming patron credit bureau services altogether. If we are found to be noncompliant with these laws, we could be subject to substantial civil and criminal penalties, as well as private litigation. We may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair our ability to offer our existing or proposed products and services and/or increase our expenses in providing these products and services. Moreover, in addition to the risk of enforcement action, we are also at risk of loss of business reputation in the event of any potential legal or regulatory investigations, regardless of whether we are 36 ultimately accused of or found to have committed any violation. For a summary of gaming regulations that could affect our business, see “Item 1. Business — Regulation.” We are subject to extensive rules and regulations of card associations, including VISA, MasterCard, and EFT networks, that are always subject to change, which may harm our business. Our financial access business is subject to the extensive rules and regulations of the leading card associations, including VISA, MasterCard and EFT Networks. The failure by any such providers to comply with such standards could result in our being fined or being prohibited from processing transactions through VISA, MasterCard, and other card and payment networks. We also process transactions involving the use of the proprietary credit cards such as those offered by Discover Card and American Express, as well as other regional cards issued in certain international markets. The rules and regulations of the proprietary credit card networks that service these cards present risks to us that are similar to those posed by the rules and regulations of VISA, MasterCard, and other payment networks. The card associations’ and payment networks’ rules and regulations are always subject to change, and the card associations or payment networks may modify their rules and regulations from time to time. Our inability to anticipate changes in rules and regulations, or the interpretation or application thereof, may result in substantial disruption to our business. In the event that the card associations, payment networks or our sponsoring banks determine that the manner in which we process certain types of card transactions is not in compliance with existing rules and regulations, or if the card associations or payment networks adopt new rules or regulations that prohibit or restrict the manner in which we process certain types of card transactions, we may be forced to pay a fine, modify the manner in which we operate our business, or stop processing certain types of financial access transactions altogether, any of which could have a material adverse effect on our business, financial condition, operations, or cash flows. Card association and EFT network changes to interchange reimbursement rates or network operating fees or fees associated with the processing and settlement of our financial access transactions or other changes to their operating rules and regulations may affect our revenues, cost of revenues (exclusive of depreciation and amortization), net income, and our business generally. We receive income from issuers of ATM, credit, and debit cards for certain transactions performed on our ATMs related to cash dispensing or certain other transactions. The EFT networks may also charge certain fees related to the performance of these transactions. We refer to the net of this income and fees as interchange reimbursement fees. The amount of this interchange reimbursement fee income is determined by the card associations and EFT networks, and this income is subject to decrease at their discretion. We pay interchange and other network fees for services to the credit card associations and EFT networks that they provide in settling transactions routed through their networks. Collectively, we call these charges interchange fees. Subject to the limitations imposed by federal regulations such as the Durbin Amendment or other regulations that may be enacted, the amounts of these interchange fees are determined at the sole discretion of the card associations and EFT networks and are subject to increase at any time. We have been seeing such card association interchange fee increases with higher frequency in recent years and with disproportionate negative impact upon transaction categories into which our financial access transactions typically fall. Competitive pressures might prevent us from passing all or some of these fees through to our customers in the future. To the extent that we are unable to pass through to our customers all or any portion of any increase in interchange or other network processing fees, our cost of revenues (exclusive of depreciation and amortization) would increase and our net income would decrease, assuming no change in transaction volumes. Any such decrease in net income could have a material adverse effect on our business, financial condition, operations, or cash flows. In addition, proposed changes to the Dodd-Frank Act, such as the repeal of the Durbin Amendment, if adopted, or other regulation that could be implemented to limit the amount of surcharge or service fees charged for our financial access transactions could have a negative impact on revenue and gross margins (exclusive of depreciation and amortization) as a result of reduced service fee revenue and potential increases in interchange rates merchants pay for debit card transactions. 37 The card associations and EFT networks may also elect to impose new membership or other fees, or implement new rules and regulations with respect to processing transactions through their networks, and any such new fees, rules, or regulations could have a material adverse effect on our business, financial condition, operations, or cash flows. The provision of our credit card access, POS debit, and funds dispensed services are dependent upon our continued sponsorship into the VISA and MasterCard card associations, and the suspension or termination of our sponsorship could result in a material adverse effect on our business, financial condition, operations, or cash flows. We process virtually all of our credit card financial access, POS debit, and funds dispensed service transactions through the VISA and MasterCard card associations, both domestically and internationally, and virtually all of the revenue that we derive from our credit card financial access, POS debit, and funds dispensed services is dependent upon our continued sponsorship into the VISA and MasterCard associations. We cannot provide these services without sponsorship into the VISA and MasterCard associations by a member financial institution. Our failure to maintain our current sponsorship arrangements or secure alternative sponsorship arrangements into the VISA and MasterCard associations could have a material adverse effect on our business, financial condition, operations, or cash flows. Changes to consumer privacy laws may require us to change our business practices or spend significant amounts on compliance with such laws. Certain of our products and services depend on the ability to collect and use non-public personal, financial transaction, and other information relating to patrons. Federal, state, and foreign privacy laws and regulations, including, without limitation, California Consumer Privacy Act and General Data Protection Regulation, may require us to make disclosures regarding our privacy and information sharing practices, safeguard and protect the privacy of such information, and, in some cases, provide patrons the opportunity to “opt out” of the use of their information for certain purposes. Consumer protection and data privacy laws are rapidly evolving. Such laws may broaden the scope of protected information; impose new and/or stricter standards concerning the collection, control, use, sharing, and protection of consumer information; and/or require patrons to “opt-in” to the use of their information for specific purposes. Our compliance with any or all of such laws may be costly and challenging to operationalize across the uneven requirements of the numerous domestic and international jurisdictions in which we do business. Changes in these laws may also require us to narrow or limit the data we collect; limit how, or how long, we may use it; or require us to purge data from our systems in response to consumer requests, which may hamper the provision of certain of our data-related services or diminish the value of such services to our customers and result in loss of business. To the extent that patrons exercise their right to “opt out,” or are required to “opt in,” our ability to leverage existing and future databases of information may be curtailed. Further, to continue to provide such products and services, we may be required to make material modifications to the products and services we offer in order to meet the changing standards, which may result in significant redesign and redeployment costs to us. To the extent that we fail to comply with applicable consumer protection and data privacy laws, we may become subject to actions by individuals or regulatory authorities, which may result in the payment of fines or the imposition of other monetary or non-monetary penalties. The failure or circumvention of how we safeguard and protect the privacy of information we gather may result in the dissemination of non- public personal information, which may harm our reputation and may expose us to liability to the affected individuals and regulatory enforcement proceedings or fines. 38 Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity Risk Management and Strategy Everi recognizes the critical importance of developing, implementing, and maintaining the appropriate cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data and that of our customers or patrons. Everi has strategically integrated cybersecurity risk management into our broader risk management framework to establish a robust process for the monitoring and evaluation of cybersecurity risks in our business to promote a company-wide culture of cybersecurity risk management. This integration supports our efforts to assess and incorporate cybersecurity considerations into our decision-making processes. Everi’s Security department, Chief Information Security Officer (“CISO”), and Chief Information Officer (“CIO”), with oversight from the Chief Executive Officer (“CEO”), lead the cybersecurity detection, risk reduction and mitigation efforts for the Company. These efforts include, but are not limited to the following: • Monitoring logs and alerts for security issues, events, and breaches; • Preparing and regularly testing Everi’s preparedness for attacks, incidents, and breaches, including the use of table-top exercises of simulated cyber incidents with the executive team; • Developing policies and procedures to identify, classify, and define protection and management objectives, and define acceptable use of Company information assets; • Deploying monitoring and data collection tools to monitor the security of devices and processes; • Monitoring and reviewing physical and logical access to Everi data and properties to meet applicable security and regulatory requirements; • Developing and maintaining a vulnerability identification and management program; • Developing and maintaining a security awareness and training program; and • Obtaining System and Organizational Controls Two certifications for products Given the complexity and evolving nature of cybersecurity threats, Everi engages with a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing our risk management systems. These partnerships enable us to leverage specialized knowledge and insights to maintain and enhance our cybersecurity strategies and processes. Our collaboration with these third parties includes regular audits, threat assessments, and consultation on security enhancements. We perform due diligence on select third-party vendors by collecting and reviewing certifications when available for our vendors. Certifications and reviews of third parties’ security practices are no guarantee and of little assurance that a vendor will not suffer a breach or loss of Everi data. Along with due diligence efforts, we review vendor contracts for contractual controls, and to seek that legal recourse is available in cases of a breach and or data loss. As of the date of this Annual Report, we have not experienced a cybersecurity incident that has or is reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. While we have not experienced any material cybersecurity incidents, there can be no guarantee that we will not be the subject of future successful attacks, threats or incidents. Additional information on cybersecurity risks we face can be found in Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K under the heading “Risks Related to Our Information Technology,” which should be read in conjunction with the foregoing information. 39 Governance The Board of Directors is primarily responsible for overseeing, and is regularly updated on the nature of, the Company’s efforts to manage risks associated with cybersecurity threats. The CISO and the CIO have significant experience in information technology and cybersecurity, including over 20 years of experience each in information security and compliance, multiple security certifications, and experience building vulnerability management, application security, and security operations groups. Additionally, their experience includes payments fraud prevention and enhancing the organization's ability to safeguard against financial cyber threats, among other intrusions. Our CIO and CISO combine leadership, familiarity with and resolution of various cyber-related perils, to help mitigate these types of risks for the Company. Due to their experience in the field, they play a pivotal role in informing the Board on cybersecurity risks. They provide briefings to the Board on a quarterly basis. These briefings encompass a broad range of topics, including: • The current cybersecurity landscape and emerging threats; • The status of ongoing cybersecurity initiatives and strategies; • Incident reports and learnings from any cybersecurity events; and • The Company’s compliance with regulatory requirements and industry standards Cybersecurity risk, data risk, and technology infrastructure risk are among the risks assessed by the Company’s Enterprise Risk Management Program with the oversight of an executive-level Enterprise Risk Management Committee. Information Technology, Information Security, product development, and Internal Audit managers update the CISO, CIO and CEO on technology, cybersecurity, and privacy threats, risk mitigation efforts, penetration testing, and control testing at a regular Enterprise Security Meeting. In addition to scheduled meetings, the CISO, CIO, and CEO maintain a regular dialogue regarding emerging or potential cybersecurity risks. Together, they receive updates on significant developments in the cybersecurity domain, as needed, but no less than quarterly, supporting the Board’s proactive and responsive oversight of cybersecurity-related risks. This engagement also supports the consideration and integration of cybersecurity matters into the broader strategic objectives. Item 2. Properties. We occupy real estate properties mostly in the United States and, to a lesser degree, internationally that are under lease agreements. We believe that these facilities are adequate for our business needs as presently conducted. We primarily occupy the following leased real estate properties: Location Sq. Ft Purpose Segment Las Vegas, Nevada 244,832 Corporate Headquarters and Operations FinTech and Games Austin, Texas 51,000 Office Games In addition, we lease additional less significant real estate properties that are used to support our products and services. Item 3. Legal Proceedings. A discussion of our legal proceedings is contained in “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 14 — Commitments and Contingencies” of this Annual Report on Form 10-K and incorporated here by reference. Item 4. Mine Safety Disclosures. Not applicable. 40 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed for trading on the New York Stock Exchange under the symbol “EVRI.” On February 28, 2025, there were 9 holders of record of our common stock. Many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, which results in a significantly larger number of beneficial stockholders represented by these holders of record. Dividends We have not declared or paid any cash dividends on our capital stock as we intend to retain our earnings and utilize them for the repayment of outstanding debt and to finance the growth and development of our business. Any future change in our dividend policy will be made at the discretion of our Board of Directors, and will depend on our contractual restrictions, results of operations, earnings, capital requirements, and other factors considered relevant by our Board of Directors. In addition, the Credit Facilities and the indenture governing the 2021 Unsecured Notes limit our ability to declare and pay cash dividends. Common Stock Repurchases On May 3, 2023, our Board of Directors authorized and approved a share repurchase program in an amount not to exceed $180.0 million, pursuant to which we were authorized to purchase outstanding Company common stock in open market or privately negotiated transactions over a period of eighteen (18) months through November 3, 2024, in accordance with Company and regulatory policies and trading plans established in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended. On May 2, 2024, the Board of Directors canceled the share repurchase program. As of May 2, 2024, the Company had repurchased $100.0 million of Company common stock under the $180 million authorized share repurchase program. No shares were repurchased during the year ended December 31, 2024. There were approximately 7.5 million and 5.0 million shares repurchased at an average price of $13.40 and $16.93 per share for an aggregate amount of $100.0 million and $84.3 million during the years ended December 31, 2023 and 2022, respectively. Stock Performance Graph The line graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the Standard & Poor’s (“S&P”) 500 Index, the S&P 1000 Index and the S&P Software and Service Index during the five-year period ended December 31, 2024. We included the S&P Software and Service Index in the Stock Performance Graph as we believe it is a more comparable metric that includes small and mid-capitalization stocks, which are similar in capitalization to our Company. The graph assumes that $100 was invested on December 31, 2019 in our common stock, in the S&P 500 Index, the S&P 1000 Index and the S&P Software and Service Index, and that all dividends were reinvested. S&P, a division of the McGraw-Hill Companies, Inc., provided this data, and the cumulative total stockholder returns are based on the calendar month end closing prices. The comparisons in the graph are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock. 41 The performance graph and the related chart and text are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. Item 6. Reserved. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of financial condition and results of operations should be read in conjunction with “Item 1. Business” and our Financial Statements included elsewhere in this Annual Report on Form 10-K and the information included in our other filings with the SEC. Overview Everi develops and offers products and services that provide gaming entertainment, improve our customers’ patron engagement, and help our casino customers operate their businesses more efficiently. We develop and supply entertaining game content, gaming machines and gaming systems and services for land-based and iGaming operators. Everi is a leading innovator and provider of trusted financial technology solutions that power casino floors, improve operational efficiencies, and help fulfill regulatory requirements. The Company also develops and 42 supplies player loyalty tools and mobile-first applications that enhance patron engagement for our customers and venues in the casino, sports, entertainment, and hospitality industries. Everi reports its financial performance, and organizes and manages its operations, across the following two business segments: (i) Games and (ii) Financial Technology Solutions (“FinTech”). Everi Games provides gaming operators with gaming technology and entertainment products and services, including: (i) gaming machines, primarily comprising Class II, Class III and Historic Horse Racing (“HHR”) slot machines placed under participation and fixed-fee lease arrangements or sold to casino customers; (ii) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (iii) business-to-business (“B2B”) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems. Everi FinTech provides gaming operators with financial technology products and services, including: (i) financial access and related services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels; (ii) loyalty and marketing software and tools, regulatory and compliance (“RegTech”) software solutions, other information-related products and services, and hardware maintenance services; and (iii) associated casino patron self-service hardware that utilizes our financial access, software and other services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. Our solutions are secured using an end-to-end security suite to protect against cyber-related attacks allowing us to maintain appropriate levels of security. These solutions include: access to cash and cashless funding at gaming facilities via Automated Teller Machine (“ATM”) debit withdrawals, credit card financial access transactions, and point of sale (“POS”) debit card purchases at casino cages, kiosk and mobile POS devices; accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; self-service loyalty tools and promotion management software; compliance, audit, and data software; casino credit data and reporting services; marketing and promotional offering subscription-based services; and other ancillary offerings. Impact of Macro-Economic Volatility and Global Instability, Employment Constraints and Supply Chain Disruptions We have experienced an impact from macro-economic volatility as a result of inflation, interest rate movements and global instability, particularly as it relates to our supply chain, both from an upstream and downstream perspective, which impacts the delivery of our products; and we continue to evaluate the effects of interest rate movements on our variable rate debt and pricing pressures on our business. Additionally, we have experienced an impact from employment constraints as a result of inflation that has significantly increased over prior years. This has placed pressure on competitive wages, which has led to increases in wages and other related costs. Additional Items Impacting Comparability of Results of Operations and Financial Condition Our Financial Statements included in this report reflect the following additional items impacting the comparability of results of operations and financial condition: • During fiscal year 2024, we determined that certain returned, end-of-life electronic gaming devices reflected in our Games segment were not likely to be re-deployed, primarily due to increased competition and demand for newer machines, together with uncertainty in light of the Proposed Transaction discussed in “Note 5 — Business Combinations” included in Part II, Item 8: Financial Statements of this Annual Report on Form 10-K. As a result, we shortened the remaining useful lives of these returned, end-of-life, electronic gaming devices and recorded additional depreciation expense of approximately $7.5 million, which was included within Depreciation Expense of our Statements of Operations. • During fiscal year 2024, we identified certain component parts that were no longer expected to be utilized to manufacture, refurbish, or support certain of our end-of-life electronic gaming devices, as discussed in 43 “Note 10 — Property and Equipment” included in Part II, Item 8: Financial Statements of this Annual Report on Form 10-K. As a result, we increased our Games segment inventory reserves by approximately $3.5 million, of which $3.0 million was included within Gaming Operations Cost of Revenues and $0.5 million was included within Gaming Equipment and Systems Cost of Revenues of our Statements of Operations. • During fiscal year 2024, we determined that the expected utility of certain firm purchase commitments in our Games segment had declined resulting in a charge of approximately $3.8 million, which was included within Operating Expenses of our Statements of Operations. For additional information, see “Note 8 — Inventory” included in Part II, Item 8: Financial Statements of this Annual Report on Form 10-K. • During fiscal year 2024, the Company entered into definitive agreements with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“IGT”), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT (“Spinco”), Voyager Parent, LLC, a Delaware limited liability company (“Buyer”), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub” and together with Buyer, the “Buyer Parties”), whereby we and IGT’s Gaming & Digital business (“IGT Gaming”) are expected to be simultaneously acquired by Buyer, a newly formed holding company owned by funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”), in an all-cash transaction (the “Proposed Transaction”). In connection with the Proposed Transaction, we incurred transaction costs of approximately $6.4 million during the year ended December 31, 2024, and employee retention costs of approximately $12.3 million during the year ended December 31, 2024, which are included within Operating Expenses of our Statements of Operations. For additional information, see “Note 5 — Business Combinations” included in Part II, Item 8: Financial Statements of this Annual Report on Form 10-K. • During fiscal year 2024, we entered into definitive agreements with, among others, IGT pursuant to which IGT agreed to spin-off a newly created subsidiary, which would own IGT Gaming, with the Company acquiring IGT Gaming in a series of transactions (the “Original Proposed Transaction”). In connection with the Original Proposed Transaction, we incurred transaction costs of approximately $16.2 million during the year ended December 31, 2024, which are included within Operating Expenses of our Statements of Operations. On July 26, 2024, each of the definitive agreements for the Original Proposed Transaction was terminated by mutual consent of the respective parties thereto, effective immediately. For additional information, see “Note 5 — Business Combinations” included in Part II, Item 8: Financial Statements of this Annual Report on Form 10-K. • During fiscal year 2023, we acquired certain strategic assets of VKGS LLC (“Video King”), a privately owned provider of integrated electronic bingo gaming tablets, video gaming content, instant win games and systems. Under the terms of the purchase agreement, we paid the seller approximately $61.0 million, inclusive of a net working capital payment during fiscal year 2023. We also made an additional net working capital payment of $0.3 million post-closing, during fiscal year 2023. In addition, we paid the seller approximately $0.2 million related to an indemnity holdback post-closing, during fiscal year 2024. The acquisition did not have a significant impact on our financial condition or results of operations as of and for the period ended December 31, 2024 and 2023, respectively. • During fiscal year 2023, we recorded a partial write-down of the definite-lived customer relationships intangible asset associated with the Intuicode Gaming Corporation (“Intuicode”) acquisition, reflected in our Games segment. The impairment loss of approximately $11.7 million was included within Operating Expenses of our Statements of Operations. The customer relationships intangible asset had a revised cost basis of $0.5 million and a remaining life of five years at December 31, 2023. In connection with this impairment recorded during fiscal year 2023, we also recorded an adjustment of $1.7 million based on our revised estimate of the second earn-out payment related to the Intuicode acquisition reflected within Operating Expenses of our Statements of Operations. 44 • During fiscal year 2023, we incurred an increase in interest expense, net of interest income, of $21.9 million as a result of rising interest rates in the macroeconomic environment that impacted our variable rate debt. • During fiscal year 2023, our Board of Directors authorized and approved a new share repurchase program in an amount not to exceed $180.0 million pursuant to which we may purchase outstanding Company common stock in open market or privately negotiated transactions over a period of eighteen (18) months through November 3, 2024. On May 2, 2024, the Board of Directors cancelled the share repurchase program. As of May 2, 2024, the company had repurchased $100.0 million of Company common stock under the $180 million authorized share repurchase program. No shares were repurchased during the twelve months ended December 31, 2024, and 7.5 million shares were repurchased during the twelve months ended December 31, 2023 at an average price of $13.40 per share. • During fiscal year 2022, we acquired the stock of eCash Holdings Pty Limited and wholly-owned subsidiaries (collectively “eCash”), Intuicode, and certain strategic assets of Venuetize, Inc. (“Venuetize”) and made an initial cash payment of $15.0 million, $12.5 million and $18.2 million at the closing of each transaction, respectively. As a result of these events, together with macro-economic volatility and global instability, our employment constraints and supply chain disruptions, our results of operations and earnings per share in the periods covered by our Financial Statements may not be directly comparable. Trends and Developments Impacting our Business Our strategic planning and forecasting processes include the consideration of economic and industry-wide trends that may impact our Games and FinTech businesses. Below we have identified a number of trends that could have a material impact on our business: • Following the closing of the Proposed Transaction, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise, and Everi’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Under the terms of the agreements, Everi stockholders will receive $14.25 per share in cash (subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization, or other similar transaction) and IGT will receive $4.1 billion of gross cash proceeds for IGT Gaming, subject to customary transaction adjustments in accordance with the definitive agreements (such sale of IGT Gaming, the “Equity Sale”). The acquisitions of IGT Gaming and Everi by Buyer are cross-conditioned. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by Everi stockholders. • Casino gaming is dependent upon discretionary consumer spending, which is typically the first type of spending that is restrained by consumers when they are uncertain about their jobs and income. Global economic uncertainty in the marketplace may have an impact on casino gaming, gaming operator capital budgets, and ultimately the demand for new gaming equipment, which impacts both of our segments. • We face continued macro-economic volatility, global instability, inflationary pricing pressures and interest rate movements, which impact both our segments. • Disruption of global supply chains related to macro-economic volatility, including inflation and interest rate movements, and global instability may negatively impact the anticipated increase in sales of gaming equipment. • We face continued competition from competitors in the gaming financial access market, as well as from larger gaming equipment manufacturers and systems providers. This competition continues to contribute to ongoing pricing pressure for both our Games and FinTech businesses. 45 • We seek to remain competitive in the gaming supplier space by launching new cabinet form factors and game theme software titles, which may be either delayed or not received well by casino operators that could negatively impact our sales outlook. • Transaction processing and related fees have increased in recent years. We expect the financial services and payments industry to respond to these changes, including in ways that could negatively impact our FinTech business in the future. • We derive a significant portion of our revenue from Native American tribal customers, and our ability to effectively operate in Native American gaming markets is vulnerable to legal and regulatory uncertainties, including the ability to enforce contractual rights on Native American land. • Casino operators continue to broaden their appeal by focusing on investments in non-gaming amenities for their facilities, which could impact casino operator’s capital allocations for games and payment solution products and services that impact both of our operating segments. Operating Segments We report our financial performance within two operating segments: (i) Games; and (ii) FinTech. For additional information on our segments see “Item 1. Business” and “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 19 — Segment Information” included in this Annual Report on Form 10-K. 46 Results of Operations Year ended December 31, 2024 compared to the year ended December 31, 2023 The following table presents our Results of Operations as reported for the year ended December 31, 2024 compared to the year ended December 31, 2023 (amounts in thousands)*: Year Ended December 31, 2024 December 31, 2023 2024 vs 2023 $ % $ % $ % Revenues Games revenues Gaming operations $ 277,460 37 % $ 304,132 38 % $ (26,672) (9)% Gaming equipment and systems 101,461 13 % 125,022 15 % (23,561) (19)% Games total revenues 378,921 50 % 429,154 53 % (50,233) (12)% FinTech revenues Financial access services 228,702 30 % 225,054 28 % 3,648 2 % Software and other 104,120 14 % 99,490 12 % 4,630 5 % Hardware 46,160 6 % 54,123 7 % (7,963) (15)% FinTech total revenues 378,982 50 % 378,667 47 % 315 — % Total revenues 757,903 100 % 807,821 100 % (49,918) (6)% Costs and expenses Games cost of revenues Gaming operations 41,923 6 % 35,205 4 % 6,718 19 % Gaming equipment and systems 59,260 8 % 72,191 9 % (12,931) (18)% Games total cost of revenues 101,183 13 % 107,396 13 % (6,213) (6)% FinTech cost of revenues Financial access services 10,516 1 % 11,064 1 % (548) (5)% Software and other 13,562 2 % 6,159 1 % 7,403 120 % Hardware 32,570 4 % 36,621 5 % (4,051) (11)% FinTech total cost of revenues 56,648 7 % 53,844 7 % 2,804 5 % Operating expenses 279,619 37 % 260,931 32 % 18,688 7 % Research and development 77,312 10 % 67,633 8 % 9,679 14 % Depreciation 89,636 12 % 78,691 10 % 10,945 14 % Amortization 64,320 8 % 60,042 7 % 4,278 7 % Total costs and expenses 668,718 88 % 628,537 78 % 40,181 6 % Operating income 89,185 12 % 179,284 22 % (90,099) (50)% * Rounding may cause variances. (1) Exclusive of depreciation and amortization. (1) (1) 47 Year Ended December 31, 2024 December 31, 2023 2024 vs 2023 $ % $ % $ % Other expenses Interest expense, net of interest income 73,288 10 % 77,693 10 % (4,405) (6)% Total other expenses 73,288 10 % 77,693 10 % (4,405) (6)% Income before income tax 15,897 2 % 101,591 13 % (85,694) (84)% Income tax provision 881 — % 17,594 2 % (16,713) (95)% Net income $ 15,016 2 % $ 83,997 10 % $ (68,981) (82)% * Rounding may cause variances. The following table represents select revenue driving metrics for the year ended December 31, 2024 compared to the year ended December 31, 2023: Year Ended December 31, 2024 December 31, 2023 2024 vs 2023 (in millions, except unit amounts and prices) Revenue driving metrics: Gaming operations information: Total installed base at period end 15,945 17,512 (1,567) (9)% Average units installed during period 16,664 17,785 (1,121) (6)% Daily win per unit $ 33.78 $ 36.63 $ (2.85) (8)% Games unit sales information: Units sold 4,250 5,635 (1,385) (25)% Average sales price $ 20,840 $ 19,993 $ 847 4 % Value of financial access transactions: Funds advanced $ 13,144.5 $ 12,074.2 $ 1,070.3 9 % Funds dispensed 35,605.9 32,989.7 2,616.2 8 % Check warranty 1,976.8 1,903.7 73.1 4 % Total value processed $ 50,727.2 $ 46,967.6 $ 3,759.6 8 % Number of financial access transactions: Funds advanced 18.4 18.3 0.1 1 % Funds dispensed 133.7 125.5 8.2 7 % Check warranty 3.6 3.7 (0.1) (3)% Total transactions completed 155.7 147.5 8.2 6 % (1) (2) (3) (3) 48 (1) Gaming operations revenues are derived from the installed base of leased machines deployed at customer locations and the daily win per unit generated from these devices. (2) Gaming equipment revenues are derived from the units sold and the average sales prices generated from these machines. (3) Financial access services revenues are based on the total dollars and transactions processed. Total Revenues Total revenues decreased by approximately $49.9 million, or 6%, to approximately $757.9 million for the year ended December 31, 2024, as compared to the prior year. This was primarily due to lower Games revenues as FinTech revenues were essentially flat year-over-year. Games revenues decreased by approximately $50.2 million, or 12%, to approximately $378.9 million for the year ended December 31, 2024, as compared to the prior year. This change was primarily due to a reduction in the daily win per unit and a decline in the average number of units in our installed base reflected in gaming operations revenues. Our hardware revenues declined due to a decrease in units sold, which were partially offset by an increase in the average selling price reflected in our gaming equipment and systems revenues. The Games total revenue declines were partially offset by $29.2 million earned from our bingo solutions reflecting the May 2023 acquisition of certain strategic assets of Video King as compared to $18.4 million earned during the prior year partial period, which were primarily reflected in our gaming operations revenues. FinTech revenues increased by approximately $0.3 million to approximately $379.0 million for the year ended December 31, 2024, as compared to the prior year. This change was primarily due to support related services attributable to our kiosk, loyalty and compliance solutions and from acquired businesses reflected in our software and other revenues. Additionally, our financial access services revenues were higher as a result of an increase in both transaction and dollar volumes processed associated with continued strength in the gaming industry. The increase in FinTech total revenues was mostly offset by fewer kiosk and loyalty unit sales reflected in our hardware revenues. Costs and Expenses Total costs and expenses increased by approximately $40.2 million, or 6%, to approximately $668.7 million for the year ended December 31, 2024, as compared to the prior year. This was primarily due to the movements in costs and expenses described below. Games cost of revenues decreased by approximately $6.2 million, or 6%, to approximately $101.2 million for the year ended December 31, 2024, as compared to the prior year. This change was primarily due to the reduced variable costs associated with lower unit sales reflected in our gaming equipment and systems cost of revenues. The decrease was partially offset by the additional costs related to our installed base of both leased gaming machines and bingo integrated gaming tablets reflected in our gaming operations cost of revenues. Additionally, this increase was associated with approximately $3.5 million related to higher inventory reserves, of which $3.0 million was included within gaming operations cost of revenues and $0.5 million was included within gaming equipment and systems cost of revenues. FinTech cost of revenues increased by approximately $2.8 million, or 5%, to approximately $56.6 million for the year ended December 31, 2024, as compared to the prior year. This change was primarily due to the increased variable costs from support related services attributable to our kiosk and loyalty solutions. FinTech total costs were partially offset by reduced variable costs from lower hardware unit sales and our check warranty offering. 49 Operating expenses increased by approximately $18.7 million, or 7%, to approximately $279.6 million for the year ended December 31, 2024, as compared to the prior year. This was primarily due to $34.9 million in transaction and related costs. We also recorded a charge of approximately $3.8 million associated with a decline in the expected utility of certain firm purchase commitments in our Games segment. We also incurred rising expenses of approximately $28.0 million for payroll and related expenses and software licensing and hardware maintenance and support for our Games and FinTech segments. The increase in operating expenses was partially offset by a reduction of $8.0 million in non- cash stock-based compensation expense in our Games and FinTech segments. The increase in operating expenses was partially offset by prior year activities that were due in large part to an impairment charge of $11.7 million with respect to a partial write-down of the definite-lived customer relationships intangible asset related to our Intuicode acquisition reflected in our Games segment. Additionally, the operating expenses in the prior year were higher as a result of increases in inventory and occupancy costs mostly associated with the move to our new manufacturing facility in Las Vegas, Nevada during the fourth quarter of 2023 in an effort to consolidate our warehousing operations, which impacted both our Games and FinTech segments. Research and development expense increased by approximately $9.7 million, or 14%, to approximately $77.3 million for the year ended December 31, 2024, as compared to the prior year. This was primarily due to the continued investment in our operations to generate future growth. Depreciation expense increased by approximately $10.9 million, or 14%, to approximately $89.6 million for the year ended December 31, 2024, as compared to the prior year. This was primarily associated with additional depreciation expense of approximately $7.5 million as a result of the shortening of estimated useful lives on certain returned, end-of-life electronic gaming devices, together with an increase in capital spending in our Games segment. Amortization expense increased by approximately $4.3 million, or 7%, to approximately $64.3 million for the year ended December 31, 2024, as compared to the prior year. This was primarily associated with capitalized software costs from development initiatives in both our Games and FinTech segments. Primarily as a result of the factors described above, our operating income decreased by approximately $90.1 million, or 50%, and resulted in an operating income of approximately $89.2 million for the year ended December 31, 2024, as compared to the prior year. The operating income margin was 12% for the year ended December 31, 2024 compared to an operating income margin of 22% for the prior year. Interest expense, net of interest income, decreased by approximately $4.4 million, or 6%, to approximately $73.3 million for the year ended December 31, 2024, as compared to the prior year. This was primarily due to the approximately $3.0 million increase in interest income earned on our cash balances and $1.8 million in lower fund usage fees on currency required to operate our ATMs, partially offset by $0.6 million of higher interest expense primarily from higher interest rates on our variable debt. Income tax provision decreased by $16.7 million to approximately $0.9 million for the year ended December 31, 2024, as compared to the prior year. The income tax provision for the year ended December 31, 2024 reflected an effective income tax rate of 5.5%, which was less than the statutory federal rate of 21.0%, primarily due to state taxes and compensation deduction limitations, partially offset by a research credit, the 2023 federal return-to-provision adjustments and the benefit from equity award activities. The income tax provision of $17.6 million for the year ended December 31, 2023 reflected an effective income tax rate of 17.3%, which was less than the statutory federal rate of 21.0%, primarily due to a research credit and the benefit from equity award activities, partially offset by state taxes, compensation deduction limitations and a net operating loss limitation. For additional information, refer to “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 18 — Income Taxes”. Primarily as a result of the factors described above, we had net income of approximately $15.0 million for the year ended December 31, 2024, as compared to a prior year net income of approximately $84.0 million. 50 Year ended December 31, 2023 compared to year ended December 31, 2022: The following table presents our Results of Operations as reported for the year ended December 31, 2023 compared to the year ended December 31, 2022 (amounts in thousands)*: Year Ended December 31, 2023 December 31, 2022 2023 vs 2022 $ % $ % $ % Revenues Games revenues Gaming operations $ 304,132 38 % $ 292,873 37 % $ 11,259 4 % Gaming equipment and systems 125,022 15 % 143,553 18 % (18,531) (13)% Games total revenues 429,154 53 % 436,426 56 % (7,272) (2)% FinTech revenues Financial access services 225,054 28 % 206,860 26 % 18,194 9 % Software and other 99,490 12 % 80,232 10 % 19,258 24 % Hardware 54,123 7 % 59,001 8 % (4,878) (8)% FinTech total revenues 378,667 47 % 346,093 44 % 32,574 9 % Total revenues 807,821 100 % 782,519 100 % 25,302 3 % Costs and expenses Games cost of revenues Gaming operations 35,205 4 % 25,153 3 % 10,052 40 % Gaming equipment and systems 72,191 9 % 86,638 11 % (14,447) (17)% Games total cost of revenues 107,396 13 % 111,791 14 % (4,395) (4)% FinTech cost of revenues Financial access services 11,064 1 % 10,186 1 % 878 9 % Software and other 6,159 1 % 4,125 1 % 2,034 49 % Hardware 36,621 5 % 39,220 5 % (2,599) (7)% FinTech total cost of revenues 53,844 7 % 53,531 7 % 313 1 % Operating expenses 260,931 32 % 216,959 28 % 43,972 20 % Research and development 67,633 8 % 60,527 8 % 7,106 12 % Depreciation 78,691 10 % 66,801 9 % 11,890 18 % Amortization 60,042 7 % 59,558 8 % 484 1 % Total costs and expenses 628,537 78 % 569,167 73 % 59,370 10 % Operating income 179,284 22 % 213,352 27 % (34,068) (16)% * Rounding may cause variances. (1) Exclusive of depreciation and amortization. (1) (1) 51 Year Ended December 31, 2023 December 31, 2022 2023 vs 2022 $ % $ % $ % Other expenses Interest expense, net of interest income 77,693 10 % 55,752 7 % 21,941 39 % Loss on extinguishment of debt — — % — — % — — % Total other expenses 77,693 10 % 55,752 7 % 21,941 39 % Income before income tax 101,591 13 % 157,600 20 % (56,009) (36)% Income tax provision 17,594 2 % 37,111 5 % (19,517) (53)% Net income $ 83,997 10 % $ 120,489 15 % $ (36,492) (30)% * Rounding may cause variances. The following table represents select revenue driving metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: Year Ended December 31, 2023 December 31, 2022 2023 vs 2022 (in millions, except unit amounts and prices) Revenue driving metrics: Gaming operations information: Total installed base at period end 17,512 17,975 (463) (3)% Average units installed during period 17,785 17,504 281 2 % Daily win per unit $ 36.63 $ 39.24 $ (2.61) (7)% Games unit sales information: Units sold 5,635 7,216 (1,581) (22)% Average sales price $ 19,993 $ 18,898 $ 1,095 6 % Value of financial access transactions: Funds advanced $ 12,074.2 $ 10,755.7 $ 1,318.5 12 % Funds dispensed 32,989.7 29,875.8 3,113.9 10 % Check warranty 1,903.7 1,721.1 182.6 11 % Total value processed $ 46,967.6 $ 42,352.6 $ 4,615.0 11 % Number of financial access transactions: Funds advanced 18.3 14.2 4.1 29 % Funds dispensed 125.5 114.0 11.5 10 % Check warranty 3.7 3.8 (0.1) (3)% Total transactions completed 147.5 132.0 15.5 12 % (1) (2) (3) (3) 52 (1) Gaming operations revenues are derived from the installed base of leased machines deployed at customer locations and the daily win per unit generated from these devices. (2) Gaming equipment revenues are derived from the units sold and the average sales prices generated from these machines. (3) Financial access services revenues are based on the total dollars and transactions processed. Total Revenues Total revenues increased by approximately $25.3 million, or 3%, to approximately $807.8 million for the year ended December 31, 2023, as compared to the prior year. This was primarily due to lower Games revenues, partially offset by the higher FinTech revenues described below. Games revenues decreased by approximately $7.3 million, or 2%, to approximately $429.2 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to a decrease in the number of electronic gaming machines sold, partially offset by over a $600 higher average selling price per unit and continued results from our HHR and bingo solutions reflected in our gaming equipment and systems revenues. The decrease in Games revenues was also partially offset by the contribution from our bingo solutions and growth in our interactive and digital offerings reflected in our gaming operations revenues. FinTech revenues increased by approximately $32.6 million, or 9%, to approximately $378.7 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to an increase in both transaction and dollar volumes reflected in our financial access services revenues associated with continued strength in the gaming industry. In addition, we had continued results from software sales and support related services attributable to our kiosk, loyalty and compliance solutions and from acquired businesses reflected in our software and other revenues. The increase in FinTech revenues was partially offset by fewer kiosks unit sales, tempered by more loyalty unit sales with higher average selling prices reflected in our hardware revenues. Costs and Expenses Total costs and expenses increased by approximately $59.4 million, or 10%, to approximately $628.5 million for the year ended December 31, 2023, as compared to the prior year. This was primarily due to the movements in costs and expenses described below. Games cost of revenues decreased by approximately $4.4 million, or 4%, to approximately $107.4 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to the reduced variable costs associated with the lower unit sales reflected in our gaming equipment systems cost of revenues. The decrease in Games cost of revenues was partially offset by the additional costs related to our installed base of leased machines and the variable costs from our bingo integrated electronic gaming tablets reflected in our gaming operations cost of revenues. FinTech cost of revenues increased by approximately $0.3 million, or 1%, to approximately $53.8 million for the year ended December 31, 2023, as compared to the prior year. This change was primarily due to the increased variable costs related to software from our kiosk and loyalty solutions, hardware from our loyalty unit sales, and financial access services from our check warranty offering. The increase in FinTech cost of revenues was partially offset by the reduced variable costs of hardware associated with the lower kiosk unit sales. 53 Operating expenses increased by approximately $44.0 million, or 20%, to approximately $260.9 million for the year ended December 31, 2023, as compared to the prior year. This was due in large part to an impairment charge of $11.7 million with respect to a partial write-down of the definite-lived customer relationships intangible asset related to our Intuicode acquisition, partially offset by an adjustment recorded in connection with our second earn-out payment related to the same transaction, each of which were reflected in our Games segment. In addition, the increase in operating expenses was related to increases in inventory and occupancy costs mostly associated with the move to our new manufacturing facility in Las Vegas, Nevada during the fourth quarter of 2023 in an effort to consolidate our warehousing operations, which impacted both our Games and FinTech segments. We also incurred higher payroll and related expenses to support the growth of our existing operations and new employees from acquisitions in our FinTech and Games segments. We also incurred higher expenses for software licensing and additional employee travel and related costs in our Games and FinTech segments. The increase in operating expenses was partially offset by lower legal costs due to higher costs incurred in the prior period due to litigation activities from existing proceedings in our Games and FinTech segments. Research and development expense increased by approximately $7.1 million, or 12%, to approximately $67.6 million for the year ended December 31, 2023, as compared to the prior year. This increase was primarily the result of the growth in our operations and expenses from our acquired businesses in our Games and FinTech segments. Depreciation expense increased by approximately $11.9 million, or 18%, to approximately $78.7 million for the year ended December 31, 2023, as compared to the prior year. This was primarily associated with the shortening of estimated remaining useful lives that were no longer supportable for certain fixed assets and an increase in capital spending related to acquired businesses in our Games segment. Amortization expense was relatively consistent at $60.0 million for the year ended December 31, 2023, as compared to the prior year. Primarily as a result of the factors described above, our operating income decreased by approximately $34.1 million, or 16%, and resulted in an operating income of approximately $179.3 million for the year ended December 31, 2023, as compared to the prior year. The operating income margin was 22% for the year ended December 31, 2023 compared to an operating income margin of 27% for the prior year. Interest expense, net of interest income, increased by approximately $21.9 million, or 39%, to approximately $77.7 million for the year ended December 31, 2023, as compared to the prior year. This was primarily due to higher interest rates on our variable debt and our vault cash as a result of inflationary pressures in the macro-economic environment and global instability. This was partially offset by interest earned of approximately $12.1 million on our cash balances due to rising interest rates throughout the year. Income tax benefit decreased by $19.5 million to approximately $17.6 million for the year ended December 31, 2023, as compared to the prior year. The income tax provision for the year ended December 31, 2023 reflected an effective income tax rate of 17.3%, which was less than the statutory federal rate of 21.0%, primarily due to a research credit and the benefit from equity award activities, partially offset by state taxes, compensation deduction limitations and a net operating loss limitation. The income tax provision of $37.1 million for the year ended December 31, 2022 reflected an effective income tax rate of 23.5%, which was greater than the statutory federal rate of 21.0%, primarily due to state taxes, compensation deduction limitations, a net operating loss limitation and an accrual for a foreign withholding tax, partially offset by both a research credit and the benefit from equity award activities. For additional information, refer to “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 18 — Income Taxes”. Primarily as a result of the factors described above, we had net income of approximately $84.0 million for the year ended December 31, 2023, as compared to a prior year net income of approximately $120.5 million. 54 Critical Accounting Policies and Estimates The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our Financial Statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. Based on this definition, we have identified our critical accounting policies and estimates as those addressed below. We also have other key accounting policies that involve the use of estimates, judgments, and assumptions. Refer to “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” included elsewhere in this Annual Report on Form 10-K for a summary of these policies. We believe that our estimates and assumptions are reasonable, based upon information presently available; however, actual results may differ from these estimates under different assumptions or conditions. Business Combinations The determination of fair values of the assets acquired and liabilities assumed for our acquisitions requires the use of various assumptions, estimates or judgments in the valuation process, such as: the methodology, the estimated future cash flows and the discount rate used to present value such cash flows and benchmarking rates, as applicable. We utilize the assistance of third-party specialists in connection with the valuation process, as applicable. Our estimates of fair values require significant judgment and are based on assumptions we determined to be reasonable; however, they are unpredictable and inherently uncertain, including, but not limited to: estimates of future growth rates, operating margins, results of operations and financial condition. Management performs its forecasting process, which, among other factors, includes reviewing recent historical results, company-specific variables and industry trends, among other considerations. This process is generally fluid throughout each year and considered in conjunction with the acquisition activities that occur during any given year. Changes in forecasted operations can significantly impact these estimates, which could materially affect our results of operations. There can be no assurance that our estimates and assumptions made in our determination of fair values of the assets acquired and liabilities assumed from our acquisitions will prove to be accurate predictions of the future. To the extent our assumptions regarding mergers and acquisitions, business plans, competitive environments, anticipated growth rates, or expectations of results of operations and financial condition are not correct, we may be required to record adjustments in future periods, whether to goodwill during the measurement period or to the Statements of Operations upon the expiration of the measurement period, in the event items are present that were either known or knowable at the respective acquisition dates. Goodwill We had approximately $736.5 million of goodwill on our Balance Sheets at December 31, 2024 resulting from acquisitions of other businesses. We test for impairment annually on a reporting unit basis, at the beginning of our fourth fiscal quarter, or more often under certain circumstances. Our reporting units are identified as operating segments or one level below and we evaluate our reporting units at least annually. Refer to “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 — Goodwill and Other Intangible Assets” included elsewhere in this Annual Report on Form 10-K for a further discussion. 55 The annual evaluation of goodwill requires the use of different assumptions, estimates, or judgments in the goodwill impairment testing process, such as: the applicable methodology and weighting based on the market multiples of comparable companies, the estimated future cash flows of our reporting units and the discount rate used to present value such cash flows (for additional information on our goodwill policies refer to “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Basis of Presentation and Summary of Significant Accounting Policies”). In light of the Pending Proposed Transaction (for additional information refer to "Part I — Item 1. Business" and "Part I — Item 1A. Risk Factors" included elsewhere in this Annual Report on Form 10-K for a further discussion), our assumptions and conclusions in connection with our annual impairment test in 2024 were based on the application of the market approach which included identifying multiples of comparable public companies with similar operational and financial characteristics and which are reflective of the market in which each respective reporting unit operates. The selected market multiples were based on normalized levels of 2024 Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) given the value of the Company is closely linked to the defined purchase price within the Pending Proposed Transaction. The market approach also applies a market participant acquisition premium at the reporting unit level based on recent comparable market transactions. In connection with our annual goodwill impairment assessment for 2024 utilizing a quantitative (“Step 1”) approach, of the seven reporting units (six in the FinTech segment and one in the Games segment) identified by the Company, the following were considered to be at risk of failing Step 1 of the impairment test as the fair values were not substantially in excess of their carrying amounts: • Central Credit Services: The fair value exceeded the carrying amount by approximately $0.3 million, or 1.4%, for which $17.1 million of goodwill was allocated to this reporting unit; and • Games: The fair value exceeded the carrying amount by approximately $3.9 million, or 0.4%, for which $484.2 million of goodwill was allocated to this reporting unit. The judgments and estimates described above may change in future periods, in which case we may be required to record goodwill impairment charges in future periods, whether in connection with our next annual impairment testing process, or earlier, in the event an indicator of impairment is present at such time during the year. Recent Accounting Guidance For a description of our recently adopted accounting guidance and recent accounting guidance not yet adopted, see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Recent Accounting Guidance” included elsewhere in this Annual Report on Form 10-K. 56 Liquidity and Capital Resources Overview The following table presents selected information about our financial position (in thousands): At December 31, 2024 2023 Balance sheet data Total assets $ 1,921,909 $ 2,123,870 Total borrowings 950,935 974,465 Total stockholders’ equity 255,936 226,142 Cash available Cash and cash equivalents $ 400,677 $ 267,215 Settlement receivables 109,640 441,852 Settlement liabilities (460,513) (662,967) Net cash position 49,804 46,100 Undrawn revolving credit facility 125,000 125,000 Net cash available $ 174,804 $ 171,100 (1) Non-GAAP financial measure. In order to enhance investor understanding of our cash balance, we are providing in this Annual Report on Form 10-K our net cash position and net cash available, which are not measures of financial position under GAAP. Accordingly, these measures should not be considered in isolation or as a substitute for GAAP measures, and should be read in conjunction with our balance sheets prepared in accordance with GAAP. Our net cash position is cash and cash equivalents plus settlement receivables less settlement liabilities; and our net cash available is net cash position plus undrawn amounts available under our revolving credit facility. Our net cash position and net cash available change substantially based upon the timing of our receipt of funds for settlement receivables and payments we make to customers for our settlement liabilities. We present these non-GAAP measures as we monitor these amounts in connection with forecasting of cash flows and future cash requirements, both on a short-term and long-term basis. Cash Resources As of December 31, 2024, our cash balance, cash flows, and line of credit are expected to be sufficient to meet our recurring operating commitments and to fund our planned capital expenditures on both a short- and long-term basis. Cash and cash equivalents at December 31, 2024 included cash in non-U.S. jurisdictions of approximately $25.8 million. Generally, these funds are available for operating and investment purposes within the jurisdiction in which they reside, and we may from time to time consider repatriating these foreign funds to the United States, subject to potential withholding tax obligations, based on operating requirements. We expect that cash provided by operating activities will also be sufficient for our operating and debt servicing needs during the foreseeable future on both a short- and long-term basis. In addition, we have sufficient borrowings available under our senior secured revolving credit facility to meet further funding requirements. We monitor the financial strength of our lenders on an ongoing basis using publicly available information. Based upon available information, we believe our lenders should be able to honor their commitments under the Amended Credit Agreement (defined in “Note 13 — Long-Term Debt”). (1) (1) 57 Cash Flows The following table presents a summary of our cash flow activity for the years ended December 31, 2024, 2023 and 2022 (in thousands): Year Ended December 31, $ Change 2024 2023 2022 2024 vs 2023 2023 vs 2022 Cash flow activities Net cash provided by operating activities $ 318,408 $ 292,230 $ 272,094 $ 26,178 $ 20,136 Net cash used in investing activities (156,162) (204,307) (178,791) 48,145 (25,516) Net cash used in financing activities (23,654) (110,941) (100,568) 87,287 (10,373) Effect of exchange rates on cash and cash equivalents (2,517) 461 (1,398) (2,978) 1,859 Cash and cash equivalents and restricted cash Net increase (decrease) for the period 136,075 (22,557) (8,663) 158,632 (13,894) Balance, beginning of the period 272,506 295,063 303,726 (22,557) (8,663) Balance, end of the period $ 408,581 $ 272,506 $ 295,063 $ 136,075 $ (22,557) Cash flows provided by operating activities increased by approximately $26.2 million for the year ended December 31, 2024, as compared to the prior year. This was primarily attributable to changes in operating assets and liabilities, mostly associated with settlement activities from our FinTech segment. These receivables and liabilities are generally highly liquid in nature, with settlement receivables collected within one to three days of the financial access transaction performed by the patron and settlement liabilities repaid to our casino customers within three to five days of the original transaction date. As a result of the timing of weekends and holidays in relation to the close of an accounting period, the amount of uncollected settlement receivables and unpaid settlement liabilities can vary greatly. In addition, the changes in other operating assets and liabilities were related to cash receipts and disbursements in the normal course of business in both the Games and FinTech segments. Cash flows provided by operating activities increased by approximately $20.1 million for the year ended December 31, 2023, as compared to the prior year. This was primarily attributable to changes in operating assets and liabilities, mostly associated with settlement activities from our FinTech segment. In addition, the changes in other operating assets and liabilities were related to cash receipts and disbursements in the normal course of business in both the Games and FinTech segments. Cash flows used in investing activities decreased by approximately $48.1 million for the year ended December 31, 2024, as compared to the prior year. This was primarily attributable to our acquisition activities in the prior year, partially offset by an increase in capital expenditures in our Games and FinTech segments. Cash flows used in investing activities increased by approximately $25.5 million for the year ended December 31, 2023, as compared to the prior year. This was primarily attributable to our acquisition activities and an increase in capital expenditures in our Games segment, partially offset by reduced capital expenditures in our FinTech segment. Cash flows used in financing activities decreased by approximately $87.3 million for the year ended December 31, 2024, as compared to the prior year. This was primarily attributable to share repurchase activities in the prior year, partially offset by increased repayments on Term Loan (defined below) in the current year. Cash flows used in financing activities increased by approximately $10.4 million for the year ended December 31, 2023, as compared to the prior year. This was primarily attributable to share repurchase activities, together with payments of contingent consideration from our Games and FinTech segments, partially offset by proceeds from option exercise activities. 58 Capital Expenditures For the year ended December 31, 2024, cash paid for capital expenditures totaled $156.4 million, of which $124.8 million and $31.6 million were related to our Games and FinTech segments, respectively. For the year ended December 31, 2023, cash paid for capital expenditures totaled $145.1 million, of which $117.0 million and $28.1 million, were related to our Games and FinTech segments, respectively. Long-Term Debt At December 31, 2024, we had approximately $561 million of borrowings outstanding under the $600 million senior secured term loan (the “Term Loan”) and there were no borrowings outstanding under the $125 million senior secured revolving credit facility (the “Revolver”). We had $125 million of additional borrowing availability under the Revolver as of December 31, 2024. At December 31, 2024, we had $400 million outstanding under the senior unsecured notes due 2029 (the “ 2021 Unsecured Notes”). For additional information regarding our credit agreement and other debt as well as interest rate risk see “Contractual Obligations” in this Item 7 below, “Part II, Item 7A Quantitative and Qualitative Disclosures About Market Risk,” and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Long-Term Debt.” Contractual Obligations Our contractual obligations are summarized below at December 31, 2024 (in thousands): Total 2025 2026 2027 2028 2029 Thereafter Contractual obligations Debt obligations $ 960,500 $ — $ — $ — $ 560,500 $ 400,000 $ — Estimated interest obligations 238,685 58,587 58,224 58,747 43,127 20,000 — Lease obligations 37,416 9,219 6,064 3,938 3,430 2,580 12,185 Purchase obligations 106,454 71,844 28,673 4,812 1,125 — — Acquisition related obligations 2,397 2,397 — — — — — Total contractual obligations $ 1,345,452 $ 142,047 $ 92,961 $ 67,497 $ 608,182 $ 422,580 $ 12,185 (1) In connection with the Term Loan, we are required to make quarterly principal payments with the remaining principal being due on the maturity date. During the fourth quarter of fiscal year 2024, the Company paid $20.0 million, which satisfied all required periodic principal payments through maturity with the exception of a partial quarterly payment due in 2028. The 2021 Unsecured Notes do not require a quarterly principal payment with the final principal repayment installment being due on the maturity date. For additional information see Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 13 — Long-Term Debt” (2) Estimated interest payments were computed using the interest rate in effect at December 31, 2024 multiplied by the principal balance outstanding. (3) Our lease obligations primarily consist of real estate arrangements we enter into with third parties. For additional information see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 4 — Leases.” (4) The Company is a party to certain purchase obligations, which primarily include purchases of raw materials, capital expenditures, and other indirect purchases in connection with conducting our business. The purchase obligations represent open purchase orders with our suppliers that have not yet been received as these agreements generally allow us the option to cancel, reschedule and adjust terms based on our business needs prior to the delivery of goods or performance of services. (1) (2) (3) (4) (5) 59 (5) Represents our obligations under the Intuicode purchase agreement. For additional information see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 5 — Business Combinations.” Other Liquidity Needs and Resources We need cash to support our foreign operations. Depending on the jurisdiction and the treaty between different foreign jurisdictions, our applicable withholding tax rates could vary significantly. If we expand our business into new foreign jurisdictions, we expect to rely on treaty- favored cross-border transfers of funds, the cash generated by our operations in those foreign jurisdictions or alternate sources of working capital. Off-Balance Sheet Arrangements In the normal course of business, we have commercial arrangements with third-party vendors to provide cash for certain of our ATMs. For the use of these funds, we pay a usage fee on either the average daily balance of funds utilized multiplied by a contractually defined usage rate or the amounts supplied multiplied by a contractually defined usage rate. These usage fees, reflected as interest expense within the Consolidated Statements of Operations, were approximately $18.6 million, $20.4 million, and $9.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. The usage fees increased in the current year as compared to the prior year as a result of elevated funds dispensing volumes at our customer locations and higher interest rates as a result of macro-economic conditions. We are exposed to interest rate risk to the extent that the applicable federal funds rate increases. Under these agreements, the currency supplied by third-party vendors remains their sole property until the funds are dispensed. As these funds are not our assets, supplied cash is not reflected on our Balance Sheets. Our primary commercial arrangement, the Contract Cash Solutions Agreement, as amended, is with Wells Fargo, N.A. (“Wells Fargo”). Wells Fargo provides us with cash up to $450 million with the ability to increase the amount permitted by the vault cash provider. The term of the agreement expires on December 1, 2026 and will automatically renew for additional one-year periods unless either party provides a ninety-day written notice of its intent not to renew. The outstanding balances of funds provided in connection with this arrangement were approximately $379.3 million and $388.5 million as of December 31, 2024 and 2023, respectively. For additional information see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 6 — Funding Agreements.” We are responsible for any losses of cash in the fund dispensing devices under this agreement and we self-insure for this risk. We incurred no material losses related to this self-insurance for the years ended December 31, 2024, 2023, and 2022. Effects of Inflation Our monetary assets that primarily consist of cash, receivables, inventory, as well as our non-monetary assets that are mostly comprised of goodwill and other intangible assets, are not significantly affected by inflation. We believe that replacement costs of equipment, furniture, and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our operating expenses, such as those for salaries and benefits, armored carrier expenses, telecommunications expenses, and equipment repair and maintenance services, which may not be readily recoverable in the financial terms under which we provide our Games and FinTech products and services to gaming operators. 60 Item 7A. Quantitative and Qualitative Disclosures about Market Risk. In the normal course of business, we are exposed to foreign currency exchange risk. We operate and conduct business in foreign countries and, as a result, are exposed to movements in foreign currency exchange rates. Our exposure to foreign currency exchange risk related to our foreign operations is not material to our results of operations, cash flows, or financial condition. At present, we do not hedge this exposure; however, we continue to evaluate such foreign currency exchange risk. In the normal course of business, we have commercial arrangements with third-party vendors to provide cash for certain of our fund dispensing devices. Under the terms of these agreements, we pay a monthly fund usage fee that is generally based upon the target federal funds rate. We are, therefore, exposed to interest rate risk to the extent that the target federal funds rate increases. The outstanding balance of funds provided by our primary third-party vendor was approximately $379.3 million as of December 31, 2024; therefore, each 100 basis points increase in the target federal funds rate would have approximately a $3.8 million impact on income before tax over a 12-month period. The senior secured term loan and senior secured revolving credit facility (“Credit Facilities”) bear interest at rates that can vary over time. We have the option of paying interest on the outstanding amounts under the Credit Facilities using a base rate or a benchmark rate, the secured overnight financing rate (“SOFR”). We have historically elected to pay interest based on the benchmark rate, and we expect to continue to do so for various maturities. The weighted average interest rate on the Term Loan, which includes a 50 basis point floor and a credit spread adjustment, was 7.78% for the year ended December 31, 2024. Based upon the outstanding balance of the Term Loan of $560.5 million as of December 31, 2024, each 100 basis points increase in the applicable SOFR would have a combined impact of approximately $5.6 million on interest expense over a 12-month period. The interest rate for the 2021 Unsecured Notes due 2029 is fixed at 5.00%; therefore, changing interest rates have no impact on the related interest expense. At present, we do not hedge the risk related to the changes in the interest rate; however, we continue to evaluate such interest rate exposure. 61 Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers, LLP; Boston, MA; PCAOB ID: 238) 63 Report of Independent Registered Public Accounting Firm (Ernst & Young LLP; Las Vegas, NV; PCAOB ID: 42) 66 Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Las Vegas, NV; PCAOB ID: 243) 67 Consolidated Statements of Operations and Comprehensive Income for the three years ended December 31, 2024, 2023 and 2022 68 Consolidated Balance Sheets as of December 31, 2024 and 2023 70 Consolidated Statements of Cash Flows for the three years ended December 31, 2024, 2023 and 2022 71 Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2024, 2023 and 2022 72 Notes to Consolidated Financial Statements 73 62 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Everi Holdings Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheet of Everi Holdings Inc. and its subsidiaries (the "Company") as of December 31, 2024, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made 63 only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition - Funds Advanced and Funds Dispensed Revenues As described in Note 3 to the consolidated financial statements, the Company’s consolidated financial access services revenues for the year ended December 31, 2024 was $228.7 million, of which a significant portion relates to funds advanced and funds dispensed revenues. Funds advanced revenues are primarily comprised of transaction fees assessed to gaming patrons in connection with credit card financial access and point of sale debit card financial access transactions. Funds dispensed revenues are primarily comprised of transaction fees in the form of cardholder surcharges assessed to gaming patrons in connection with funds dispensed cash withdrawals at the time the transactions are authorized and interchange reimbursement fees are paid by the patron’s issuing banks. Revenues are recognized as earned over a period of time using an output method that depicts the transfer of control to the customer based on variable consideration, such as the volume of transactions processed. This is because the customer simultaneously receives and consumes the benefits as the performance obligations occur. Certain direct costs incurred are recorded as reductions to revenue on a net basis, which generally include (i) commission expenses payable to casino operators; (ii) interchange fees payable to the network associations; and (iii) processing and related costs payable to third-party partners. The principal consideration for our determination that performing procedures relating to the recognition of funds advanced and funds dispensed revenues is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s recognition of funds advanced and funds dispensed revenues. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the funds advanced and funds dispensed revenue recognition process. These procedures also included, among others (i) testing the completeness of the transaction fees transmitted from network associations and third-party partners; (ii) testing the revenue recognized for a sample of funds advanced and funds dispensed revenue transactions by obtaining and inspecting source documents, such as cash receipts from network associations; (iii) testing the reductions to revenue recognized for a sample of interchange fees payable to network associations and processing and related costs payable to third-party partners by obtaining and inspecting source documents, such as bank statements; (iv) testing the reductions to revenue recognized for a sample of commission expenses payable to casino operators by obtaining and inspecting source documents, such as customer contracts, and recalculating the commission expense based on the commission rate in the customer contracts; (v) confirming a sample of outstanding balances receivable from casino operators as of December 31, 2024 and, for confirmations not returned, obtaining and inspecting source documents, such as subsequent cash receipts; and (vi) testing a sample of settlement receivables and payables as of December 31, 2024 by obtaining and inspecting source documents, such as subsequent cash receipts from network associations and payments to casino operators, respectively. 64 Goodwill Impairment Assessment – Games Reporting Unit As described in Note 11 to the consolidated financial statements, the Company’s consolidated goodwill balance was $736.5 million as of December 31, 2024, of which $484.2 million is associated with the Games reporting unit. Goodwill is tested for impairment on October 1 each year, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. To the extent the carrying amount of a reporting unit is less than its estimated fair value, an impairment charge is recorded. As disclosed by management, management’s assumptions in connection with the October 1, 2024 annual impairment test were based on the application of the market approach which included identifying multiples of comparable public companies with similar operational and financial characteristics and which are reflective of the market in which each respective reporting unit operates. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Games reporting unit is a critical audit matter are (i) the significant judgment by management when identifying the market multiples of comparable public companies to be used in developing the fair value estimate of the Games reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures related to management’s identification of the market multiples of comparable public companies; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Games reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Games reporting unit; (ii) evaluating the appropriateness of the market approach; (iii) testing the completeness and accuracy of underlying data used in the market approach; and (iv) evaluating the reasonableness of management’s identification of the market multiples of comparable public companies. Evaluating the reasonableness of the market multiples involved considering (i) the operational and financial characteristics of the Games reporting unit and (ii) external market and industry data. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the market approach and (ii) the reasonableness of the market multiples. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts March 3, 2025 We have served as the Company’s auditor since 2024. 65 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Everi Holdings Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Everi Holdings Inc. and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations and comprehensive income, stockholders' equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Company's auditor from 2023 to 2024. Las Vegas, Nevada February 29, 2024 66 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and Board of Directors Everi Holdings Inc. and Subsidiaries Las Vegas, NV Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows of Everi Holdings Inc. and subsidiaries (the “Company”) for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the Company’s results of operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion. We served as the Company's auditor from 2015 to 2023. /s/ BDO USA, LLP Las Vegas, Nevada February 28, 2023 67 EVERI HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except earnings per share amounts) Year Ended December 31, 2024 2023 2022 Revenues Games revenues Gaming operations $ 277,460 $ 304,132 $ 292,873 Gaming equipment and systems 101,461 125,022 143,553 Games total revenues 378,921 429,154 436,426 FinTech revenues Financial access services 228,702 225,054 206,860 Software and other 104,120 99,490 80,232 Hardware 46,160 54,123 59,001 FinTech total revenues 378,982 378,667 346,093 Total revenues 757,903 807,821 782,519 Costs and expenses Games cost of revenues Gaming operations 41,923 35,205 25,153 Gaming equipment and systems 59,260 72,191 86,638 Games total cost of revenues 101,183 107,396 111,791 FinTech cost of revenues Financial access services 10,516 11,064 10,186 Software and other 13,562 6,159 4,125 Hardware 32,570 36,621 39,220 FinTech total cost of revenues 56,648 53,844 53,531 Operating expenses 279,619 260,931 216,959 Research and development 77,312 67,633 60,527 Depreciation 89,636 78,691 66,801 Amortization 64,320 60,042 59,558 Total costs and expenses 668,718 628,537 569,167 Operating income 89,185 179,284 213,352 Other expenses Interest expense, net of interest income 73,288 77,693 55,752 Total other expenses 73,288 77,693 55,752 Income before income tax 15,897 101,591 157,600 Income tax provision 881 17,594 37,111 Net income 15,016 83,997 120,489 Foreign currency translation (loss) gain (3,991) 730 (2,742) Comprehensive income $ 11,025 $ 84,727 $ 117,747 (1) Exclusive of depreciation and amortization. (1) (1) 68 EVERI HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except earnings per share amounts) Year Ended December 31, 2024 2023 2022 Earnings per share Basic $ 0.18 $ 0.96 $ 1.33 Diluted $ 0.17 $ 0.91 $ 1.24 Weighted average common shares outstanding Basic 85,023 87,176 90,494 Diluted 88,151 91,985 97,507 See notes to consolidated financial statements. 69 EVERI HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except par value amounts) At December 31, 2024 2023 ASSETS Current assets Cash and cash equivalents $ 400,677 $ 267,215 Settlement receivables 109,640 441,852 Trade and other receivables, net of allowances for credit losses of $5,656 and $5,210 at December 31, 2024 and December 31, 2023, respectively 87,855 94,282 Inventory 67,821 70,624 Prepaid expenses and other current assets 68,114 57,557 Total current assets 734,107 931,530 Non-current assets Property and equipment, net 157,992 152,704 Goodwill 736,470 737,804 Other intangible assets, net 216,915 234,138 Other receivables 6,329 2,786 Deferred tax assets 4,551 598 Other assets 65,545 64,310 Total non-current assets 1,187,802 1,192,340 Total assets $ 1,921,909 $ 2,123,870 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Settlement liabilities $ 460,513 $ 662,967 Accounts payable and accrued expenses 221,015 215,530 Current portion of long-term debt — 6,000 Total current liabilities 681,528 884,497 Non-current liabilities Deferred tax liabilities 6,514 13,762 Long-term debt, less current portion 950,935 968,465 Other accrued expenses and liabilities 26,996 31,004 Total non-current liabilities 984,445 1,013,231 Total liabilities 1,665,973 1,897,728 Commitments and contingencies (Note 14) Stockholders’ equity Convertible preferred stock, $0.001 par value, 50,000 shares authorized and no shares outstanding at December 31, 2024 and December 31, 2023, respectively — — Common stock, $0.001 par value, 500,000 shares authorized and 125,853 and 86,402 shares issued and outstanding at December 31, 2024, respectively, and 123,179 and 83,738 shares issued and outstanding at December 31, 2023, respectively 126 123 Additional paid-in capital 579,806 560,945 Retained earnings 77,747 62,731 Accumulated other comprehensive loss (7,458) (3,467) Treasury stock, at cost, 39,451 and 39,441 shares at December 31, 2024 and December 31, 2023, respectively (394,285) (394,190) Total stockholders’ equity 255,936 226,142 Total liabilities and stockholders’ equity $ 1,921,909 $ 2,123,870 See notes to consolidated financial statements. 70 EVERI HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net income $ 15,016 $ 83,997 $ 120,489 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 89,636 78,691 66,801 Amortization 64,320 60,042 59,558 Non-cash lease expense 6,007 6,096 4,847 Amortization of financing costs and discounts 2,854 2,854 2,854 Loss on sale or disposal of assets 1,239 1,467 591 Accretion of contract rights 9,340 9,340 9,578 Provision for credit losses 11,422 11,623 10,115 Deferred income taxes (11,185) 8,754 32,618 Reserve for inventory obsolescence 4,621 1,220 792 Write-down of assets 296 13,629 — Stock-based compensation 10,702 18,711 19,789 Adjustment to deferred acquisition consideration (1,014) (1,766) — Changes in operating assets and liabilities: Settlement receivables 331,881 (177,947) (174,604) Trade and other receivables (7,614) 6,586 (18,780) Inventory (2,036) (11,954) (26,314) Prepaid expenses and other assets (13,225) (6,121) (37,911) Settlement liabilities (202,112) 194,878 176,274 Accounts payable and accrued expenses 8,260 (7,870) 25,944 Placement fee agreements — — (547) Net cash provided by operating activities 318,408 292,230 272,094 Cash flows from investing activities Capital expenditures (156,431) (145,108) (127,568) Acquisitions, net of cash acquired — (59,405) (51,450) Proceeds from sale of property and equipment 269 206 227 Net cash used in investing activities (156,162) (204,307) (178,791) EVERI HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 Cash flows from financing activities Repayments of term loan (26,000) (6,000) (6,000) Proceeds from exercise of stock options 8,038 13,739 1,921 Treasury stock - equity award activities, net of shares withheld (99) (8,151) (11,969) Treasury stock - repurchase of shares — (100,000) (84,347) Payment of deferred acquisition consideration (5,593) (10,529) (173) Net cash used in financing activities (23,654) (110,941) (100,568) Effect of exchange rates on cash and cash equivalents (2,517) 461 (1,398) Cash, cash equivalents and restricted cash Net increase (decrease) for the period 136,075 (22,557) (8,663) Balance, beginning of the period 272,506 295,063 303,726 Balance, end of the period $ 408,581 $ 272,506 $ 295,063 Year Ended December 31, 2024 2023 2022 Supplemental cash disclosures Cash paid for interest $ 87,084 $ 86,528 $ 54,749 Cash received for interest 15,153 12,028 3,807 Cash paid for income tax, net of refunds 14,476 5,481 4,522 Supplemental non-cash disclosures Accrued and unpaid capital expenditures $ 2,221 $ 4,408 $ 3,222 Transfer of leased gaming equipment to inventory 7,762 6,719 9,588 See notes to consolidated financial statements. 71 EVERI HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common Stock— Series A Additional Retained Earnings Accumulated Other Total Number of Shares Amount Paid-in Capital (Accumulated Deficit) Comprehensive Loss Treasury Stock Equity Balance, January 1, 2022 116,996 $ 117 $ 505,757 $ (141,755) $ (1,455) $ (188,164) $ 174,500 Net income — — — 120,489 — — 120,489 Foreign currency translation — — — — (2,742) — (2,742) Stock-based compensation expense — — 19,789 — — — 19,789 Exercise of options 333 — 1,921 — — — 1,921 Restricted stock vesting, net of shares withheld 2,061 2 (2) — — (11,969) (11,969) Repurchase of shares — — — — — (84,347) (84,347) Balance, December 31, 2022 119,390 $ 119 $ 527,465 $ (21,266) $ (4,197) $ (284,480) $ 217,641 Net income — — — 83,997 — — 83,997 Foreign currency translation — — — — 730 — 730 Stock-based compensation expense — — 18,711 — — — 18,711 Exercise of options, net of shares withheld 2,061 2 14,773 — — (1,056) 13,719 Restricted stock vesting, net of shares withheld 1,728 2 (4) — — (8,149) (8,151) Repurchase of shares — — — — (100,505) (100,505) Balance, December 31, 2023 123,179 $ 123 $ 560,945 $ 62,731 $ (3,467) $ (394,190) $ 226,142 Net income — — — 15,016 — — 15,016 Foreign currency translation — — — — (3,991) — (3,991) Stock-based compensation expense — — 10,702 — — — 10,702 Exercise of options 1,746 2 8,162 — — — 8,164 Restricted stock vesting, net of shares withheld 928 1 (3) — — (97) (99) Repurchase of shares — — — — — 2 2 Balance, December 31, 2024 125,853 $ 126 $ 579,806 $ 77,747 $ (7,458) $ (394,285) $ 255,936 See notes to consolidated financial statements. 72 EVERI HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In this filing, we refer to: (i) our audited consolidated financial statements and notes thereto as our “Financial Statements”; (ii) our audited Consolidated Statements of Operations and Comprehensive Income as our “Statements of Operations”; (iii) our audited Consolidated Balance Sheets as our “Balance Sheets”; and (iv) our audited Consolidated Statements of Cash Flows as our “Statements of Cash Flows.” 1. BUSINESS Everi Holdings Inc. (“Everi Holdings,” or “Everi”) is a holding company, the assets of which are the issued and outstanding shares of capital stock of each of Everi Payments Inc. (“Everi FinTech” or “FinTech”) and Everi Games Holding Inc., which owns all of the issued and outstanding shares of capital stock of Everi Games Inc. (“Everi Games” or “Games”). Unless otherwise indicated, the terms the “Company,” “we,” “us,” and “our” refer to Everi Holdings together with its consolidated subsidiaries. Everi develops and offers products and services that provide gaming entertainment, improve our customers’ patron engagement, and help our casino customers operate their businesses more efficiently. We develop and supply entertaining game content, gaming machines and gaming systems and services for land-based and iGaming operators. Everi is a provider of financial technology solutions that power casino floors, provide operational efficiencies, and help fulfill regulatory requirements. The Company also develops and supplies player loyalty tools and mobile-first applications that enhance patron engagement for our customers and venues in the casino, sports, entertainment and hospitality industries. In addition, the Company provides bingo solutions through its consoles, electronic gaming tablets and related systems. Everi reports its financial performance, and organizes and manages its operations, across the following two business segments: (i) Games and (ii) Financial Technology Solutions (“FinTech”). Everi Games provides gaming operators with gaming technology and entertainment products and services, including: (i) gaming machines, primarily comprising Class II, Class III and Historic Horse Racing (“HHR”) slot machines placed under participation and fixed-fee lease arrangements or sold to casino customers; (ii) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (iii) business-to-business (“B2B”) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems. Everi FinTech provides gaming operators with financial technology products and services, including: (i) financial access and related services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels; (ii) loyalty and marketing software and tools, regulatory and compliance (“RegTech”) software solutions, other information-related products and services, and hardware maintenance services; and (iii) associated casino patron self-service hardware that utilizes our financial access, software and other services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. Our solutions are secured using an end-to-end security suite to protect against cyber-related attacks allowing us to maintain appropriate levels of security. These solutions include: (i) access to cash and cashless funding at gaming facilities via Automated Teller Machine (“ATM”) debit withdrawals, credit card financial access transactions, and point of sale (“POS”) debit card purchases at casino cages, kiosk and mobile POS devices; (ii) accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; (iii) self-service loyalty tools and promotion management software; (iv) compliance, audit, and data software; (v) casino credit data and reporting services; (vi) marketing and promotional offering subscription-based services; and (vii) other ancillary offerings. Macro-Economic Volatility and Global Instability, Employment Constraints and Supply Chain Disruptions We have experienced an impact from macro-economic volatility as a result of inflation, interest rate movements and global instability, particularly as it relates to our supply chain, both from an upstream and downstream 73 perspective, which impacts the delivery of our products; and the effects of interest rate movements on our variable rate debt and pricing pressures on our business. Additionally, we continued to experience an impact from employment constraints as a result of inflation in recent years. This has placed pressure on competitive wages, which has led to increases in wages and other related costs. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements are prepared under U.S. Generally Accepted Accounting Principles (GAAP) and include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Business Combinations When we acquire a business, we recognize the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill is measured and recognized as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Significant estimates and assumptions are required to value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable. These estimates are preliminary and typically include the calculation of an appropriate discount rate and projection of the cash flows associated with each acquired asset over its estimated useful life. As a result, up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill (referred to as the measurement period). In addition, deferred tax assets, deferred tax liabilities, uncertain tax positions, and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date and any adjustments to preliminary estimates are recorded to goodwill, in the period of identification, if identified within the measurement period. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the Statements of Operations. Cash and Cash Equivalents Cash and cash equivalents include cash and balances on deposit in banks and financial institutions. We consider highly liquid investments with maturities of three months or less at the time of purchase to be cash and cash equivalents. Such balances generally exceed the federal insurance limits; however, we periodically evaluate the creditworthiness of these institutions to minimize risk. Interest income earned on our cash balances was approximately $15.1 million, $12.1 million and $3.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. ATM Funding Agreements We obtain all of the cash required to operate our ATMs through various ATM Funding Agreements. Some gaming operators provide the cash utilized within the ATM (“Site-Funded”). The Site-Funded receivables generated for cash dispensed from transactions performed at our ATMs are owned by us and we are liable to the gaming operator for the face amount of the cash dispensed. In our Balance Sheets, the amount of the receivable for transactions processed on these funds dispensed transactions is included within settlement receivables and the amount due to the gaming operator for the face amount of dispensing transactions is included within settlement liabilities. For the non-Site-Funded locations, we enter into commercial arrangements with third-party vendors to provide us the currency needed for normal operating requirements for our ATMs. For the use of these funds, we pay a cash usage fee based upon the target federal funds rate. Under these agreements, the currency supplied by the third-party vendors remains the sole property of these suppliers until funds are dispensed, at which time the third-party vendors obtain an interest in the corresponding settlement receivable. As the cash is an asset of these suppliers, it 74 is therefore not reflected on our Balance Sheets. The usage fee for the cash supplied in these ATMs is included as interest expense in the Statements of Operations. Our rationale to record cash usage fees as interest expense is primarily due to the similar operational characteristics to a revolving line of credit, the fact that the fees are calculated on a financial index, and the fees are paid for access to a capital resource. Settlement Receivables and Settlement Liabilities We provide cash settlement services to gaming operators related to our financial access services, which involve the movement of funds between various parties involved in these types of transactions. We receive reimbursement from the patron’s credit or debit card issuing financial institution for the amount owed to the gaming operator plus the fee charged to the patron. These activities result in amounts due to us at the end of each business day that we generally recover over the next few business days, which are classified as settlement receivables on our Balance Sheets. In addition, cash settlement services result in amounts due to gaming operators for the cash disbursed to patrons through the issuance of a negotiable instrument or through electronic settlement for the face amount provided to patrons that we generally remit over the next few business days, which are classified as settlement liabilities on our Balance Sheets. Warranty Receivables If a gaming operator chooses to have a check warranted, it sends a request to our third-party check warranty service provider, asking whether it would be willing to accept the risk of cashing the check. If the check warranty provider accepts the risk and warrants the check, the gaming operator negotiates the patron’s check by providing cash for the face amount of the check. If the check is dishonored by the patron’s bank upon presentment, the gaming operator invokes the warranty, and the check warranty service provider purchases the check from the gaming operator for the full check amount and then pursues collection activities on its own. In our Central Credit Check Warranty product under our agreement with the third-party service provider, we receive all of the check warranty revenue. We are exposed to risk for losses associated with any warranted items that cannot be collected from patrons issuing the items. The warranty receivables amount is recorded in trade and other receivables, net on our Balance Sheets. On a monthly basis, the Company evaluates the collectability of the outstanding balances and establishes a reserve for the face amount of the expected losses on these receivables. The warranty expense associated with this reserve is included within cost of revenues (exclusive of depreciation and amortization) on our Statements of Operations. Allowance for Credit Losses We continually evaluate the collectability of outstanding balances and maintain an allowance for credit losses related to our trade and other receivables and notes receivable that have been determined to have a high risk of uncollectability, which represents our best estimates of the current expected credit losses to be incurred in the future. To derive our estimates, we analyze historical collection trends and changes in our customer payment patterns, current and expected conditions and market trends along with our operating forecasts, concentration, and creditworthiness when evaluating the adequacy of our allowance for credit losses. In addition, with respect to our check warranty receivables, we are exposed to risk for the losses associated with warranted items that cannot be collected from patrons issuing these items. We evaluate the collectability of the outstanding balances and establish a reserve for the face amount of the current expected credit losses related to these receivables. Account balances are charged against the provision when the Company believes it is probable the receivable will not be recovered. The provision for doubtful accounts receivable is included within operating expenses and the check warranty loss reserves are included within financial access services cost of revenues in the Statements of Operations. Inventory Our inventory primarily consists of component parts as well as finished goods and work-in-progress. The cost of inventory includes cost of materials, labor, overhead and freight. The inventory is stated at the lower of cost or net realizable value and accounted for using the first in, first out method (“FIFO”). 75 Restricted Cash Our restricted cash primarily consists of: (i) funds held in connection with certain customer agreements; (ii) funds held in connection with a sponsorship agreement; (iii) wide-area progressive (“WAP”)-related restricted funds; and (iv) financial access activities related to cashless balances held on behalf of patrons. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Balance Sheets that sum to the total of the same such amounts shown in the Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022, respectively (in thousands). Year Ended December 31, Classification on our Balance Sheets 2024 2023 2022 Cash and cash equivalents Cash and cash equivalents $ 400,677 $ 267,215 $ 293,394 Restricted cash — current Prepaid expenses and other current assets 7,803 5,190 1,568 Restricted cash — non-current Other assets 101 101 101 Total $ 408,581 $ 272,506 $ 295,063 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation, and are computed using the straight-line method over the estimated life of the assets, generally one to five years. Assets leased to customers are included within property and equipment are stated at cost, less accumulated depreciation, and are computed using the straight-line method over the estimated life of the assets, generally two to five years. Player terminals and related components and equipment are included in our rental pool. The rental pool can be further delineated as “rental pool – deployed,” which generally consists of assets deployed at customer sites under participation or fixed fee arrangements, and “rental pool – undeployed,” which consists of assets held by us that are available for customer use. Rental pool – undeployed also consists of previously deployed units currently back with us to be refurbished awaiting re-deployment. Routine maintenance of property, equipment and leased gaming equipment is expensed in the period incurred, while major component upgrades are capitalized and depreciated over the estimated remaining useful life of the component. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in our Statements of Operations. Property, equipment and leased assets are reviewed for impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Impairment is indicated when future cash flows, on an undiscounted basis, do not exceed the carrying value of the asset. Placement Fee Agreements Periodically, we enter into long-term agreements with certain gaming establishments to secure the placement of our electronic gaming machines (“EGMs”) on casino floors. Under the terms of these placement fee agreements that we generally pay in full at the start of the term, the Company has the ability to install EGMs on the gaming floor for an extended period of time (i.e., generally multi-year agreements, with our largest agreement covering 83 months) under right to use arrangements. The gaming operations revenues generated as a result of these agreements are reduced by the accretion of contract rights, which represents the related amortization of the contract rights recorded in connection with such agreements. To the extent payments are made for these placement fee agreements to certain gaming establishments, we classify the amounts as cash outflows from operating activities in our Statements of Cash Flows. Goodwill Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. We test for impairment annually on a reporting unit basis, at the beginning of our fourth fiscal quarter, or more often under certain circumstances that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The annual impairment test is completed using either: a qualitative “Step 0” assessment based on reviewing relevant events and 76 circumstances; or a quantitative “Step 1” assessment, which determines the fair value of the reporting unit, using an appropriate methodology, such as a market approach that compares market multiples of comparable companies and/or an income approach that discounts future cash flows based on the estimated future results of our reporting units and to determine whether or not any impairment exists. To the extent the carrying amount of a reporting unit is less than its estimated fair value, an impairment charge is recorded (for additional information refer to “Note 11 — Goodwill and Other Intangible Assets”). Our reporting units are identified as operating segments or one level below. Reporting units must: (i) engage in business activities from which they earn revenues and incur expenses; (ii) have operating results that are regularly reviewed by our segment management to ascertain the resources to be allocated to the segment and assess its performance; and (iii) have discrete financial information available. As of December 31, 2024, our reporting units included: (i) Games; (ii) Financial Access Services; (iii) Kiosk Sales and Services; (iv) Central Credit Services; (v) Compliance Sales and Services; (vi) Loyalty Sales and Services; and (vii) Mobile Technologies. The annual evaluation of goodwill requires the use of different assumptions, estimates, or judgments in the goodwill impairment testing process, such as: the applicable methodology and weighting based on the market multiples of comparable companies, the estimated future cash flows of our reporting units and the discount rate used to present value such cash flows. There can be no assurance that our estimates and assumptions made for purposes of our impairment assessments as of the time of evaluation will prove to be accurate predictions of the future. If our assumptions regarding business plans, mergers and acquisitions, competitive environments or anticipated growth rates are not correct, we may be required to record non-cash impairment charges in future periods, whether in connection with our normal review procedures periodically, or earlier, if an indicator of an impairment is present prior to such evaluation. Other Intangible Assets Other intangible assets are stated at cost, less accumulated amortization, and are amortized primarily using the straight-line method. Other intangible assets consist primarily of customer relationships (rights to provide Games and FinTech services to gaming operator customers), developed technology, including capitalized software development costs, trade names and trademarks, acquired through business combinations and contract rights. Customer relationships require us to make renewal assumptions, which impact the estimated useful lives of such assets. Capitalized software development costs require us to make certain judgments as to the stages of development and costs eligible for capitalization. Capitalized software costs placed in service are amortized over their useful lives, generally not to exceed six years. We review intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or market price of the asset, a significant adverse change in legal factors or business climate that could affect the value of an asset, or a current period operating or cash flow loss combined with a history of operating or cash flow losses. We group intangible assets for impairment analysis at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of definite lived intangible assets is measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset, on an undiscounted basis and without interest or taxes. Any impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Debt Issuance Costs Debt issuance costs incurred in connection with long-term borrowings are capitalized and amortized to interest expense based upon the related debt agreements using the straight-line method, which approximates the effective interest method. Debt issuance costs related to line- of-credit arrangements are included in other assets, non-current, on our Balance Sheets. All other debt issuance costs are included as contra- liabilities in long-term debt. 77 Cost of Revenues (Exclusive of Depreciation and Amortization) The cost of revenues (exclusive of depreciation and amortization) represents the direct costs required to perform revenue generating transactions, and are comprised primarily of inventory and related costs associated with the sale of our financial access and loyalty kiosks and software, electronic gaming machines and system sale, check cashing warranties, field service, and network operations personnel. Advertising, Marketing, and Promotional Costs We expense advertising, marketing, and promotional costs as incurred. Total advertising, marketing, and promotional costs, included in operating expenses in the Statements of Operations, were $4.0 million, $4.0 million, and $3.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. Research and Development Costs We conduct research and development activities for both our Games and FinTech segments. Our Gaming research and development activities are primarily to develop gaming systems, game engines, casino data management systems, central determination and other electronic bingo- outcome determination systems, video lottery outcome determination systems, gaming platforms and gaming content, and to enhance our existing product lines. Our FinTech research and development activities are primarily to develop: (i) payments products, systems, and related capabilities such as security, encryption and business rule engines that deliver differentiated patron experiences and integrate with our other products; (ii) compliance products that increase efficiencies, profitability, enhance employee/patron relationships, and meet regulatory reporting requirements; (iii) loyalty products, systems, and features that attract, engage, and retain patrons in more intuitive and contextual ways than our competition; (iv) cashless alternatives, such as the CashClub Wallet; and (v) mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment, and hospitality industries. Research and development costs consist primarily of salaries and benefits, consulting fees, certification and testing fees. Once the technological feasibility has been established, the project is capitalized until it becomes available for general release. Research and development costs were $77.3 million, $67.6 million, and $60.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. Income Taxes We are subject to income taxes in the United States as well as various states and foreign jurisdictions in which we operate. We account for income taxes in accordance with accounting guidance whereby deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or income tax returns. Deferred tax assets and liabilities are determined based upon differences between financial statement carrying amounts of existing assets and their respective tax bases using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities generally is recognized in the results of operations in the period that includes the enactment date. We evaluate the realization of our deferred tax assets based on all available evidence and establish a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized. This assessment considers all available positive and negative evidence, including our past operating results, forecasts of future earnings, the scheduled reversal of deferred tax liabilities, the duration of statutory carryforward periods and tax planning strategies. We recognize tax benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized is the largest benefit that we believe has greater than a 50% likelihood of being realized upon settlement. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws, and their interpretation, as well as the examination of our tax returns by taxing authorities, could significantly impact the 78 amounts provided for income taxes in our consolidated financial statements. Our effective tax rate is affected by a number of factors including the actual results of operations, changes in our stock price for shares issued as employee compensation, changes in the valuation of our deferred tax assets or liabilities and changes in tax laws or rates for income taxes and other non-income taxes in various jurisdictions. The Organization for Economic Cooperation and Development’s (“OECD”) Base Erosion and Profit Shifting project involving negotiations among over 140 countries has the potential to substantially affect international tax policies, including the implementation of a minimum global effective tax rate of 15%. We are not currently subject to these rules as they are only applicable to multinational companies with global revenue of at least EUR 750 million. We will continue to monitor developments in the OECD’s project and policy changes in the countries in which we operate, as our effective tax rate and cash tax payments could increase when we become subject to these rules in future years. Employee Benefits Plan The Company provides a 401(k) Plan that allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 75% of their income on a pre-tax basis through contributions to the plan. As a benefit to employees, the Company matches a percentage of these employee contributions (as defined in the plan document). Expenses related to the matching portion of the contributions to the 401(k) Plan were $7.8 million, $6.3 million, and $4.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. Fair Values of Financial Instruments The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. The carrying amount of cash and cash equivalents, restricted cash, settlement receivables, short-term trade and other receivables, settlement liabilities, accounts payable, and accrued expenses approximate fair value due to the short-term maturities of these instruments. The fair value of the long-term trade and loans receivable is estimated by discounting expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities. The fair value of long-term accounts payable is estimated by discounting the total obligation. As of December 31, 2024 and 2023, the fair value of trade and loan receivable approximated the carrying value due to contractual terms generally being slightly over 12 months. The fair value of our borrowings is estimated based on various inputs to determine a market price, such as: market demand and supply, size of tranche, maturity, and similar instruments trading in more active markets. The estimated fair value and outstanding balances of our borrowings are as follows (dollars in thousands): Level of Hierarchy Fair Value Outstanding Balance December 31, 2024 $600 million Term Loan 2 $ 561,201 $ 560,500 $400 million 2021 Unsecured Notes 2 $ 400,000 $ 400,000 December 31, 2023 $600 million Term Loan 2 $ 589,433 $ 586,500 $400 million 2021 Unsecured Notes 2 $ 365,000 $ 400,000 The fair values of our borrowings were determined using Level 2 inputs based on quoted market prices for these securities. 79 Foreign Currency Translation Foreign currency denominated assets and liabilities for those foreign entities for which the local currency is the functional currency are translated into U.S. dollars based on exchange rates prevailing at the end of each year. Revenues and expenses are translated at average exchange rates during the year. The effects of foreign exchange gains and losses arising from these translations are included as a component of other comprehensive income (loss) in the Statements of Operations. Translation adjustments on intercompany balances of a long-term investment nature are recorded as a component of accumulated other comprehensive loss in our Balance Sheets. Use of Estimates We have made estimates and judgments affecting the amounts reported in these financial statements and the accompanying notes in conformity with GAAP. The actual results may materially differ from these estimates. Earnings Applicable to Common Stock Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the effect of potential common stock resulting from assumed stock option exercises and vesting of restricted stock unless it is anti-dilutive. To the extent we report a net loss from continuing operations in a particular period, no potential dilution from the application of the treasury stock method would be applicable. Stock-Based Compensation Stock-based compensation results in a cost that is measured at fair value on the grant date of an award. Generally, we issue grants that are classified as equity awards. To the extent we issue grants that are considered liability awards, they are remeasured at fair value at the end of each reporting period until settlement with changes being recognized as stock-based compensation cost with a corresponding adjustment recorded to the liability, either immediately or during the remaining service period depending on the vested status of the award. Generally, with respect to stock option awards granted under our plans, they expire 10 years from the date of grant with the exercise price based on the closing market price of our common stock on the date of the grant. Our restricted stock awards, restricted stock units, and performance-based stock units, are measured at fair value based on the closing stock price on the grant date, except for certain awards with a share-based payment arrangements priced in relation to similar indexed securities, which are valued using a lattice model. Our time-based stock option awards are measured at fair value on the grant date using the Black Scholes model. The stock-based compensation cost is recognized on a straight-line basis over the vesting period of the awards. Forfeiture amounts are estimated at the grant date for stock awards and are updated periodically based on actual results, to the extent they differ from the estimates. Acquisition-Related Costs We expense acquisition-related costs as incurred. Acquisition-related costs include, but are not limited to: financial advisory, legal and debt fees; accounting, consulting and professional fees associated with due diligence, valuation and integration; severance; and other related costs and adjustments. Reclassification of Balances Certain amounts in the accompanying consolidated financial statements and accompanying notes have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on net income or financial condition for any period presented. 80 Recent Accounting Guidance Recently Adopted Accounting Guidance Standard Description Date of Adoption Effect on Financial Statements Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The amendments in this update require enhanced reportable segment disclosures, primarily concerning significant segment expenses. December 31, 2024 The adoption of this ASU resulted in the inclusion of significant expense and measure of profit or loss segment information Financial Statement disclosures. Recent Accounting Guidance Not Yet Adopted Standard Description Date of Planned Adoption Effect on Financial Statements ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure The amendments in this Update require enhanced income tax disclosures, primarily concerning the rate reconciliation and income taxes paid information. December 31, 2025 We are currently evaluating the effect of adopting this ASU on our Financial Statement disclosures. ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. December 31, 2027 We are currently evaluating the effect of adopting this ASU on our Financial Statement disclosures. As of December 31, 2024, other than what has been described above, we do not anticipate recently issued accounting guidance to have a significant impact on our consolidated financial statements. 3. Revenues Revenue Recognition Overview We evaluate the recognition of revenue based on the criteria set forth in Accounting Standards Codification (“ASC”) 606 — Revenue from Contracts with Customers and ASC 842 — Leases, as appropriate. We recognize revenue upon transferring control of goods or services to our customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We enter into contracts with customers that include various performance obligations consisting of goods, services, or combinations of goods and services. Timing of the transfer of control varies based on the nature of the contract. We recognize revenue net of any sales and other taxes collected from customers, which are subsequently remitted to governmental authorities and are not included in revenues or operating expenses. We measure revenue based on the consideration specified in a contract with a customer and adjusted, as necessary. Collectability To assess collectability, we determine whether it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services transferred to the customer in accordance with the terms and conditions of the contract. In connection with these procedures, we evaluate the 81 customer using internal and external information available, including, but not limited to, research and analysis of our credit history with the customer. Based on the nature of our transactions and historical trends, we determine whether our customers have the ability and intention to pay the amounts of consideration when they become due to identify potentially significant credit risk exposure. Contract Combinations - Multiple Promised Goods and Services Our contracts may include various performance obligations for promises to transfer multiple goods and services to a customer, especially since our Games and FinTech businesses may enter into multiple agreements with the same customer that meet the criteria to be combined for accounting purposes under ASC 606. When this occurs, a Stand-Alone Selling Price (“SSP”) will be determined for each performance obligation in the combined arrangement, and the consideration will be allocated between the respective performance obligations. The SSP of our goods and services is generally determined based on observable prices, an adjusted market assessment approach, or an expected cost-plus margin approach. We utilize a residual approach only when the SSP for performance obligations with observable prices has been established and the remaining performance obligation in the contract with a customer does not have an observable price as it is uncertain or highly variable and, therefore, is not discernible. We use our judgment to analyze the nature of the promises made and determine whether each is distinct or should be combined with other promises in the contract based on the level of integration and interdependency between the individual deliverables. Disaggregation of Revenues We disaggregate revenues based on the nature and timing of the cash flows generated by such revenues as presented in “Note 19 — Segment Information.” Outbound Freight Costs, Installation and Training Upon transferring control of goods to a customer, the shipping and handling costs in connection with sale transactions are generally accounted for as fulfillment costs and included in cost of revenues. Our performance of installation and training services relating to the sales of gaming equipment and systems and FinTech equipment does not modify the software or hardware in those equipment and systems. Such installation and training services are generally immaterial in the context of the contract; and therefore, such items do not represent a separate performance obligation. Costs to Acquire a Contract with a Customer We typically incur incremental costs to acquire customer contracts in the form of sales commissions; however, because the expected benefit from these contracts is one year or less, we expense these amounts as incurred. Contract Balances Since our contracts may include multiple performance obligations, there is often a timing difference between cash collections and the satisfaction of such performance obligations and revenue recognition. Such arrangements are evaluated to determine whether contract assets and liabilities exist. We generally record contract assets when the timing of billing differs from when revenue is recognized due to contracts containing specific performance obligations that are required to be met prior to a customer being invoiced. We generally record contract liabilities when cash is collected in advance of us satisfying performance obligations, including those that are satisfied over a period of time. Balances of our contract assets and contract liabilities may fluctuate due to timing of cash collections. 82 The following table summarizes our contract assets and contract liabilities arising from contracts with customers (in thousands): 2024 2023 Contract assets Balance, beginning of period $ 26,635 $ 22,417 Balance, end of period 35,564 26,635 Increase $ 8,929 $ 4,218 Contract liabilities Balance, beginning of period $ 51,799 $ 53,419 Balance, end of period 63,563 51,799 Increase (decrease) $ 11,764 $ (1,620) (1) Contract assets are included within prepaid expenses and other current assets and other assets in our Balance Sheets. (2) Contract liabilities are included within accounts payable and accrued expenses and other accrued expenses and liabilities in our Balance Sheets. We recognized approximately $34.9 million and $36.0 million in revenue that was included in the beginning contract liability balance during 2024 and 2023, respectively. Games Revenues Our products and services include electronic gaming devices, such as Native American Class II offerings and other electronic bingo products, Class III slot machine offerings, HHR offerings, integrated electronic bingo gaming tablets, VLTs installed in the State of New York and similar technology in certain tribal jurisdictions, B2B digital online gaming activities, accounting and central determinant systems, and other back-office systems. We conduct our Games segment business based on results generated from the following major revenue streams: (i) Gaming Operations; and (ii) Gaming Equipment and Systems. Gaming Operations We primarily provide: (i) leased gaming equipment, both Class II and Class III offerings, and HHR on a participation and a daily fixed-fee basis, including standard games and hardware and premium games and hardware, inclusive of local-area progressive, and WAP; (ii) accounting and central determinant systems; (iii) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems. We evaluate the recognition of lease revenues based on criteria set forth in ASC 842. Under these arrangements, we retain ownership of the machines installed at customer facilities. We recognize recurring rental income over time based on a percentage of the net win per day generated by the leased gaming equipment or a daily fixed fee based on the timing services are provided. Such revenues are generated daily and are limited to the lesser of the net win per day generated by the leased gaming equipment and the fixed daily fee and the lease payments that have been collected from the lessee. Gaming operations revenues are generated by leased gaming equipment deployed at sites under placement fee agreements for dedicated floor space. The gaming operations revenues generated by these agreements are reduced by the accretion of contract rights, which represents the related amortization recorded in connection with such agreements. Gaming operations lease revenues accounted for under ASC 842 are generally short-term in nature with payment terms ranging from 30 to 90 days. We recognized $178.0 million, $201.9 million, and $197.9 million in lease revenues for the years ended December 31, 2024, 2023, and 2022, respectively. (1) (2) 83 Gaming operations revenues include amounts generated by WAP systems, which are recognized under ASC 606. WAP consists of linked slot machines located in multiple casino properties that are connected to a central system. WAP-based gaming machines have a progressive jackpot administered by us that increases with every wager until a player wins the top award combination. Casino operators pay us a percentage of the coin-in (the total amount wagered), a percentage of net win, or a combination of both for services related to the design, assembly, installation, operation, maintenance, administration, and marketing of the WAP offering. The gaming operations revenues with respect to WAP machines represent a separate performance obligation and we transfer control and recognize revenue over time based on a percentage of the coin-in, a percentage of net win, or a combination of both, based on the timing services are provided. These arrangements are generally short-term in nature with a majority of invoices payable within 30 to 90 days. Such revenues are presented in the Statements of Operations, net of the jackpot expense, which are composed of incremental amounts funded by a portion of coin-in from the players. At the time a jackpot is won by a player, an additional jackpot expense is recorded in connection with the base seed amount required to fund the minimum level as set forth in the WAP arrangements with the casino operators. In addition, gaming operations include revenues generated under our arrangement to provide the New York State Gaming Commission (the “NYSGC”) with a central determinant monitoring and accounting system for the VLTs in operation at licensed State of New York gaming facilities. Pursuant to our agreement with the NYSGC, we receive a portion of the network-wide net win (generally, cash-in less prizes paid) per day in exchange for provision and maintenance of the central determinant system and recognize revenue over time, based on the timing services are provided. We also provide the central determinant system technology to Native American tribes in other licensed jurisdictions, for which we receive a portion of the revenue generated from the VLTs connected to the system. These arrangements are generally short-term in nature with payments due monthly. Gaming operations also include revenues generated by our digital solutions comprised of B2B activities. Our B2B operations provide games to our business customers, including both regulated real money and social casinos, which offer the games to consumers on their apps. Our B2B arrangements primarily provide access to our game content, and revenue is recognized over time as the control transfers upon our business partners’ daily access to such content based on either a flat fee or revenue share arrangements with the social and regulated real money casinos, based on the timing services are provided. Gaming operations also include revenues generated by bingo solutions through consoles, integrated electronic gaming tablets and related systems. Gaming operations also include other revenues that are generated from fees paid by casino customers that participate in our TournEvent of Champions® national slot tournament or who contract with us to provide certain service functions on games that are owned by the customer. Gaming Equipment and Systems Gaming equipment and systems revenues are derived from the sale of some combination of: (i) gaming equipment and player terminals; (ii) game content; (iii) license fees; and (iv) ancillary equipment, such as signage and lighting packages. Such arrangements are predominately short-term in nature with payment terms ranging from 30 to 180 days, and with certain agreements providing for extended payment terms up to 39 months. Each contract containing extended payment terms over a period of 12 months is evaluated for the presence of a financing component; however, our contracts generally do not contain a financing component that has been determined to be significant to the contract. Distinct and thus, separately identifiable performance obligations for gaming equipment and systems arrangements include gaming equipment, player terminals, content, system software, license fees, ancillary equipment, or various combinations thereof. Gaming equipment and systems revenues are recognized at a point in time when control of the promised goods and services transfers to the customer, which is generally upon shipment or delivery pursuant to the terms of the contract. The performance obligations are generally satisfied at the same time or within a short period of time. 84 FinTech Revenues Financial Access Services Financial Access Services revenues are generally comprised of the following distinct performance obligations: funds advanced, funds dispensed, and check services. We do not control the funds advanced and funds dispensed services provided to a customer and, therefore, we are acting as an agent whose performance obligation is to arrange for the provision of these services. Our financial access services involve the movement of funds between the various parties associated with financial access transactions and give rise to settlement receivables and settlement liabilities, both of which are settled in days following the transaction. Funds advanced revenues are primarily comprised of transaction fees assessed to gaming patrons in connection with credit card financial access and POS debit card financial access transactions. Such fees are primarily based on a combination of a fixed amount plus a percentage of the face amount of the credit card financial access or POS debit card financial access transaction amount. In connection with these types of transactions, we report certain direct costs incurred as reductions to revenues on a net basis, which generally include: (i) commission expenses payable to casino operators; (ii) interchange fees payable to the network associations; and (iii) processing and related costs payable to other third-party partners. Funds dispensed revenues are primarily comprised of transaction fees in the form of cardholder surcharges assessed to gaming patrons in connection with funds dispensed cash withdrawals at the time the transactions are authorized and interchange reimbursement fees paid to us by the patrons’ issuing banks. The cardholder surcharges assessed to gaming patrons in connection with funds dispensed cash withdrawals are currently a fixed dollar amount and not a percentage of the transaction amount. In connection with these types of transactions, we report certain direct costs incurred as reductions to revenues on a net basis, which generally include: (i) commission expenses payable to casino operators; (ii) interchange fees payable to the network associations; and (iii) processing and related costs payable to other third-party partners. Funds transmitted revenues are primarily comprised of transaction fees assessed to gaming patrons in connection with funds transmitted to a patron’s external bank account or other approved account from a physical device such as our kiosks, or via the CashClub Wallet. In connection with these types of transactions, we report certain direct costs incurred as reductions to revenues on a net basis. Check services revenues are principally comprised of check warranty revenues and are generally based upon a percentage of the face amount of checks warranted. These fees are paid to us by gaming operators. We report certain direct costs incurred as reductions to revenues on a net basis, which include: (i) warranty expenses, defined as amounts paid by the third-party check warranty service provider to gaming operators to purchase dishonored checks; and (ii) service fees, defined as amounts paid to the third-party check warranty service provider for its assistance. For financial access services arrangements, since the customer simultaneously receives and consumes the benefits as the performance obligations occur, we recognize revenues as earned over a period of time using an output method depicting the transfer of control to the customer based on variable consideration, such as volume of transactions processed with variability generally resolved in the reporting period. Software and Other Software and other revenues include amounts derived from our financial access, loyalty kiosk, compliance, and loyalty related revenue streams from the sale of: (i) software licenses, software subscriptions, professional services, and certain other ancillary fees; (ii) service-related fees associated with the sale, installation, training, and maintenance of equipment directly to our customers under contracts, which are generally short-term in nature with payment terms ranging from 30 to 90 days, secured by the related equipment; (iii) credit worthiness-related software subscription services that are based upon either a flat monthly unlimited usage fee or a variable fee structure driven by the volume of patron credit histories generated; and (iv) ancillary marketing and database services. Software license revenues are recognized at a point in time; software subscriptions are recognized over the term of the contract. 85 Hardware Hardware revenues are derived from the sale of our financial access and loyalty kiosks and related equipment and are accounted for under ASC 606, unless such transactions meet definition of a sales type or direct financing lease which are accounted for under ASC 842. Revenues are recognized at a point in time when control of the promised goods and services transfers to the customer generally upon shipment or delivery pursuant to the terms of the contract. The sales contracts are generally short-term in nature with payment terms ranging from 30 to 90 days, while certain agreements provide for extended payment terms of up to 60 months. Each contract containing extended payment terms over a period of 12 months is evaluated for the presence of a financing component; however, our contracts generally do not contain a financing component that has been determined to be significant to the contract. 4. LEASES We determine if a contract is, or contains, a lease at the inception, or modification, of a contract based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of an asset is predicated upon the notion that a lessee has both the right to (i) obtain substantially all of the economic benefit from the use of the asset; and (ii) direct the use of the asset. Operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of minimum lease payments over the expected lease term at commencement date. Lease expense is recognized on a straight-line basis over the expected lease term. Our lease arrangements have both lease and non-lease components, and we have elected the practical expedient to account for the lease and non-lease elements as a single lease. Certain of our lease arrangements contain options to renew with terms that generally have the ability to extend the lease term to a range of approximately one to ten years. The exercise of lease renewal options is generally at our sole discretion. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such option. The depreciable life of leased assets and leasehold improvements are limited by the expected term of such assets, unless there is a transfer of title or purchase option reasonably certain to be exercised. Lessee We enter into operating lease agreements for real estate purposes that generally consist of buildings for office space and warehouses for manufacturing purposes. Certain of our lease agreements consist of rental payments that are periodically adjusted for inflation. Our lease agreements do not contain material residual value guarantees or material restrictive covenants. Our lease agreements do not generally provide explicit rates of interest; therefore, we use our incremental collateralized borrowing rate, which is based on a fully collateralized and fully amortizing loan with a maturity date the same as the length of the lease that is based on the information available at the commencement date to determine the present value of lease payments. Leases with an initial expected term of 12 months or less (short-term) are not accounted for on our Balance Sheets. As of December 31, 2024 and December 31, 2023, our finance leases were not material. 86 Supplemental balance sheet information related to our operating leases is as follows (in thousands): Classification on our Balance Sheets At December 31, 2024 At December 31, 2023 Assets Operating lease ROU assets Other assets, non-current $ 24,299 $ 27,489 Liabilities Current operating lease liabilities Accounts payable and accrued expenses $ 7,579 $ 7,079 Non-current operating lease liabilities Other accrued expenses and liabilities $ 22,472 $ 26,930 Supplemental cash flow information related to leases is as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cash paid for: Long-term operating leases $ 8,908 $ 7,413 $ 6,885 Short-term operating leases $ 2,318 $ 2,090 $ 1,660 ROU assets obtained in exchange for lease obligations: Operating leases $ 2,863 $ 17,690 $ 7,502 (1) The amounts are presented net of current year terminations and exclude amortization for the period. Other information related to lease terms and discount rates is as follows: At December 31, 2024 At December 31, 2023 Weighted average remaining lease term (in years): Operating leases 6.41 6.71 Weighted average discount rate: Operating leases 6.32 % 6.08 % Components of lease expense are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Operating lease cost: Operating lease cost $ 7,813 $ 6,786 $ 6,008 Variable lease cost $ 1,465 $ 1,461 $ 1,164 (1) The amounts include approximately $6.0 million, $6.1 million and $4.8 million in non-cash lease expense attributable to amortization of ROU assets for the years ended December 31, 2024, 2023 and 2022, respectively. (1) (1) 87 Maturities of lease liabilities are summarized as follows as of December 31, 2024 (in thousands): Year ending December 31, Amount 2025 $ 9,219 2026 6,064 2027 3,938 2028 3,430 2029 2,580 Thereafter 12,185 Total future minimum lease payments $ 37,416 Amount representing interest 7,365 Present value of future minimum lease payments $ 30,051 Current operating lease obligations 7,579 Long-term lease obligations $ 22,472 Lessor We generate lease revenues primarily from our gaming operations activities, and the majority of our leases are month-to-month leases. Under these arrangements, we retain ownership of the electronic gaming machines (“EGMs”) installed at customer facilities. We receive recurring revenues based on a percentage of the net win per day generated by the leased gaming equipment or a fixed daily fee. Such revenues are generated daily and are limited to the lesser of the net win per day generated by the leased gaming equipment or the fixed daily fee and the lease payments that have been collected from the lessee. Certain of our leases have terms and conditions with options for a lessee to purchase the underlying assets. Refer to “Note 3 — Revenues” for further discussion of lease revenues. We did not have material sales transactions that qualified for sales-type lease accounting treatment during the years ended December 31, 2024 and December 31, 2023. Supplemental balance sheet information related to our sales-type leases is as follows (in thousands): Classification on our Balance Sheets At December 31, 2024 At December 31, 2023 Assets Net investment in sales-type leases — current Trade and other receivables, net $ 1,902 $ 810 88 5. BUSINESS COMBINATIONS We account for business combinations in accordance with ASC 805 — Business Combinations, which requires that the identifiable assets acquired and liabilities assumed be recorded at their estimated fair values on the acquisition date separately from goodwill, which is the excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities. We include the results of operations of an acquired business starting from the acquisition date. Pending Proposed Merger On February 28, 2024, the Company entered into definitive agreements with, among others, International Game Technology PLC, a public limited company incorporated under the laws of England and Wales (“IGT”), pursuant to which IGT agreed to spin-off a newly created subsidiary, which will own IGT’s Gaming & Digital business (“IGT Gaming”), with the Company acquiring IGT Gaming in a series of transactions (the “Original Proposed Transaction”). Upon the closing of the Original Proposed Transaction, under the terms of the agreements, IGT shareholders were expected to own approximately 54% of the combined company, with the Company’s existing stockholders expected to own approximately 46% of the combined company. On February 28, 2024, the Company and Ignite Rotate LLC, a subsidiary of IGT (“Spinco”), entered into a debt commitment letter and related letters with the lenders specified therein. On March 29, 2024, the Company and Spinco entered into an amended and restated debt commitment letter and related amended and restated letters (as amended, the “Commitment Letter”), pursuant to which the lenders committed to provide the Company and such subsidiary with up to $3.7 billion, together with a revolver of $0.8 billion, used to refinance the existing debt of the Company and its subsidiaries, and distribute funds to IGT, with the remainder to be used to pay the combined company’s fees, costs and expenses in connection with the Original Proposed Transaction, subject to the satisfaction of certain customary closing conditions including the consummation of the Original Proposed Transaction described above. In connection with the Original Proposed Transaction, we incurred transaction costs of approximately $16.2 million during the year ended December 31, 2024, which are included within Operating Expenses of our Statements of Operations. On July 26, 2024, the Company entered into definitive agreements with, among others, IGT and Voyager Parent, LLC, a Delaware limited liability company (“Buyer”), whereby IGT Gaming and Everi will be simultaneously acquired by Buyer in an all-cash transaction (the “Proposed Transaction”). Following the closing of the Proposed Transaction, IGT Gaming and Everi will be privately owned companies that are part of one combined enterprise and Everi’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. Under the terms of the agreements, Everi stockholders will receive $14.25 per share in cash (subject to adjustment for any stock or interest split, division or subdivision of shares, stock dividend, reverse stock split, combination of shares, reclassification, recapitalization, or other similar transaction) and IGT will receive $4.1 billion of gross cash proceeds for IGT Gaming, subject to customary transaction adjustments in accordance with the definitive agreements. The acquisitions of IGT Gaming and Everi by Buyer are cross- conditioned. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by Everi stockholders. In addition, on July 26, 2024, immediately prior to and in connection with the entry into the definitive agreements for the Proposed Transaction, each of the definitive agreements for the Original Proposed Transaction, including the Commitment Letter, was terminated by mutual consent of the respective parties thereto, effective immediately. There were no termination or other penalties surrounding the termination of such agreements. Buyer has obtained equity financing commitments and debt financing commitments for the purpose of funding the Proposed Transaction and paying related fees and expenses. Certain funds managed by affiliates of Apollo Global Management, Inc. (the “Guarantors”) have committed to invest in Buyer an aggregate amount of up to $2.3 billion, subject to the terms and conditions set forth in the equity commitment letter, and have entered into a limited guarantee in favor of IGT and the Company, pursuant to which the Guarantors are guaranteeing certain obligations of Buyer in connection with the merger agreement relating to the Proposed Transaction, including the termination fee and certain other fees, indemnities, and expenses, subject to a maximum aggregate liability cap. In 89 addition, certain debt financing sources have committed to lend an aggregate principal amount of up to $4.3 billion, together with a committed revolving credit facility in an aggregate principal amount of up to $0.8 billion, to Buyer for the purpose of funding the Proposed Transaction, subject to the terms and conditions set forth in the debt commitment letter and any related fee letter. In addition, De Agostini S.p.A., a società per azioni organization under the laws of Italy and the controlling shareholder of IGT (“De Agostini”), has entered into a letter agreement with an affiliate of Buyer, pursuant to which De Agostini will make a minority investment in an indirect parent of Buyer. In connection with the Proposed Transaction, we incurred transaction costs of approximately $6.4 million during the year ended December 31, 2024, and employee retention costs of approximately $12.3 million during the year ended December 31, 2024, which are included within Operating Expenses of our Statements of Operations. eCash Holdings Pty Limited On March 1, 2022 (the “eCash Closing Date”), the Company acquired the stock of eCash Holdings Pty Limited (“eCash”). Under the terms of the stock purchase agreement, we paid the seller AUD$20 million (approximately USD$15 million) on the eCash Closing Date, additional consideration of AUD$5.0 million (USD$3.4 million) approximately one year following the eCash Closing Date and additional consideration of AUD$6.5 million (USD$4.2 million) approximately two years following the eCash Closing Date. In addition, we paid approximately AUD$8.7 million (USD$6.0 million) for the excess net working capital during the second quarter of 2022. We finalized our measurement period adjustments and recorded approximately $2.3 million primarily related to deferred taxes during the first quarter of 2023. The acquisition did not have a significant impact on our results of operations or financial condition. Intuicode Gaming Corporation On April 30, 2022 (the “Intuicode Closing Date”), the Company acquired the stock of Intuicode Gaming Corporation (“Intuicode”), a privately owned game development and engineering firm focused on HHR games. Under the terms of the stock purchase agreement, we paid the seller $12.5 million on the Intuicode Closing Date of the transaction, a net working capital payment of $1.6 million during the second quarter of 2022 and $6.4 million based on the achievement of a certain revenue target one year following the Intuicode Closing Date. In addition, we owe approximately $2.4 million as a final payment based on the achievement of a certain revenue target two years following the Intuicode Closing Date. We finalized our measurement period adjustments and recorded approximately $1.3 million primarily related to the final payment and deferred taxes during the second quarter of 2023. During the second quarter of 2024, the contingent consideration performance period ended and we revised our final payment estimate. As a result, we recorded an adjustment of approximately $0.2 million to reduce the liability, which was included within Operating Expenses of our Statements of Operations. The acquisition did not have a significant impact on our results of operations or financial condition. The fair value of the contingent consideration was based on Level 3 inputs utilizing a discounted cash flow methodology. The estimates and assumptions included projected future revenues of the acquired business and a discount rate of approximately 5%. Contingent consideration to be paid is comprised of a short-term component that is recorded in accounts payable and accrued expenses in our Balance Sheets. Venuetize, Inc. On October 14, 2022 (the “Venuetize Closing Date”), the Company acquired certain strategic assets of Venuetize, Inc. (“Venuetize”), a privately owned innovator of mobile-first technologies that provide an advanced guest engagement and m-commerce platform for the sports, entertainment and hospitality industries. Under the terms of the asset purchase agreement, we paid the seller $18.2 million on the Venuetize Closing Date of the transaction, an immaterial amount twelve-months following the Venuetize Closing Date that was netted against a net working capital receivable of approximately $1.0 million and approximately $0.9 million based upon the achievement of certain revenue targets on the twenty-four month anniversary of the Venuetize Closing Date. We finalized our measurement period adjustments and recorded approximately $1.2 million primarily related to the 90 net working capital receivable and deferred taxes during the fourth quarter of 2023. The acquisition did not have a significant impact on our results of operations or financial condition. During the fourth quarter of 2024, we revised our estimate of contingent consideration to be paid on the thirty month anniversary of the Venuetize Closing Date based upon the achievement of certain revenue targets, which are no longer expected to be achieved. As a result, we recorded an adjustment of approximately $0.7 million to reduce the liability, which was included within Operating Expenses of our Statements of Operations. The acquisition did not have a significant impact on our results of operations or financial condition VKGS LLC On May 1, 2023 (the “Video King Closing Date”), the Company acquired certain strategic assets of VKGS LLC (“Video King”), a privately owned leading provider of integrated electronic bingo gaming tablets, video gaming content, instant win games and systems. Under the terms of the purchase agreement, we paid the seller approximately $61.0 million, inclusive of a net working capital payment on the Video King Closing Date. We also made an additional net working capital payment of $0.3 million post-closing, early in the third quarter of 2023. In addition, we paid the seller approximately $0.2 million related to an indemnity holdback post-closing, during the fourth quarter of 2024, which was scheduled for release on the eighteen-month anniversary of the Video King Closing Date. We finalized our measurement period adjustments and recorded an immaterial amount related to deferred taxes during the first quarter of 2024. The acquisition did not have a significant impact on our results of operations or financial condition. Pro-forma financial information (unaudited) The acquisition related to Video King occurred during fiscal 2023; therefore, it is included in our Financial Statements for the year ended December 31, 2024. The unaudited pro forma financial data on a consolidated basis, including the historical operating results of the Company, assuming the Video King acquisition occurred on January 1, 2022, reflected revenue of approximately $817.0 million and $824.0 million and net income of approximately $83.0 million and $109.2 million for the years ended December 31, 2023 and 2022, respectively. The acquisitions related to eCash, Intuicode and Venuetize occurred during fiscal 2022; therefore, each are included in our Financial Statements for the years ended December 31, 2024 and 2023. The unaudited pro forma financial results on a consolidated basis, including the historical operating results of the Company, assuming the eCash, Intuicode and Venuetize acquisitions occurred on January 1, 2021, reflected revenue of approximately $797.6 million and net income of approximately $111.4 million for the year ended December 31, 2022. The unaudited pro forma results include increases to depreciation and amortization expense based on the purchased intangible assets and costs directly attributable to the acquisitions. The unaudited pro forma results do not purport to be indicative of results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period; nor do they give effect to synergies, cost savings, fair market value adjustments and other changes expected as a result of the acquisitions. 6. FUNDING AGREEMENTS Commercial Cash Arrangements We have commercial arrangements with third-party vendors to provide cash for certain of our fund dispensing devices. For the use of these funds, we pay a usage fee on either the average daily balance of funds utilized multiplied by a contractually defined usage rate or the amounts supplied multiplied by a contractually defined usage rate. These fund usage fees, reflected as interest expense within the Statements of Operations, were approximately $18.6 million, $20.4 million, and $9.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. We are exposed to interest rate risk to the extent that the applicable rates increase. 91 Under these agreements, the currency supplied by third-party vendors remain their sole property until the funds are dispensed. As these funds are not our assets, supplied cash is not reflected in our Balance Sheets. Our primary commercial arrangement, the Contract Cash Solutions Agreement, as amended, is with Wells Fargo, N.A. (“Wells Fargo”). Wells Fargo provides us with cash up to $450 million with the ability to increase the amount permitted by the vault cash provider. The term of the agreement expires on December 1, 2026 and will automatically renew for additional one-year periods unless either party provides a ninety-day written notice of its intent not to renew. The outstanding balance of funds provided in connection with this arrangement were approximately $379.3 million and $388.5 million as of December 31, 2024 and 2023, respectively. We are responsible for losses of cash in the fund dispensing devices under this agreement, and we self-insure for this type of risk. There were no material losses for the years ended December 31, 2024, 2023, and 2022. Site-Funded ATMs We operate ATMs at certain gaming operators’ establishments where the gaming operator provides the cash required for the ATMs’ operational needs. We are required to reimburse the customer for the amount of cash dispensed from these site-funded ATMs. The site-funded ATM liability included within settlement liabilities in the accompanying Balance Sheets was approximately $309.8 million and $483.7 million as of December 31, 2024 and 2023, respectively. Third-Party Funded ATMs We enter into agreements with international customers for certain of our ATMs whereby we engage with third parties to provide the cash required to operate the ATMs. The amount of cash supplied by these third parties is included within settlement liabilities in the accompanying Balance Sheets. The outstanding balances in connection with these arrangements were immaterial at December 31, 2024 and 2023. Pre-Funded Financial Access Agreements Due to regulatory requirements in certain jurisdictions, some international gaming operators require pre-funding of cash to cover the outstanding settlement amounts in order for us to provide financial access services to their properties. We enter into agreements with these gaming operators for which we supply our financial access services to their properties. Under these agreements, we maintain sole discretion to either continue or cease operations as well as discretion over the amounts pre-funded to the properties and may request amounts to be refunded to us, with appropriate notice to the operator, at any time. The initial pre-funded amounts and subsequent amounts from the settlement of transactions are deposited into a bank account that is to be used exclusively for financial access services, and we maintain the right to monitor the transaction activity in that account. The total amount of pre-funded cash outstanding was approximately $3.6 million at December 31, 2024 and 2023, respectively, and is included in prepaid expenses and other current assets line on our Balance Sheets. 92 7. TRADE AND OTHER RECEIVABLES Trade and other receivables represent short-term credit granted to customers and long-term loans receivable in connection with our Games and FinTech equipment and software, and compliance products. Trade and loans receivable generally do not require collateral. The balance of trade and loans receivable consists of outstanding balances owed to us by gaming operators. Other receivables include income tax receivables and other miscellaneous receivables. The balance of trade and other receivables consisted of the following (in thousands): At December 31, 2024 2023 Trade and other receivables, net Games trade and loans receivable $ 61,298 $ 66,044 FinTech trade and loans receivable 27,288 26,550 Other receivables 5,598 4,474 Total trade and other receivables, net 94,184 97,068 Non-current portion of receivables Games trade and loans receivable 2,461 480 FinTech trade and loans receivable 3,868 2,306 Total non-current portion of receivables 6,329 2,786 Total trade and other receivables, current portion $ 87,855 $ 94,282 Allowance for Credit Losses The activity in our allowance for credit losses for the years ended December 31, 2024 and 2023 is as follows (in thousands): At December 31, 2024 2023 Beginning allowance for credit losses $ (5,210) $ (4,855) Provision (11,422) (11,623) Charge-offs and recoveries 10,976 11,268 Ending allowance for credit losses $ (5,656) $ (5,210) 93 8. INVENTORY Our inventory primarily consists of component parts as well as work-in-progress and finished goods. The cost of inventory includes cost of materials, labor, overhead and freight, and is accounted for using the first in, first out method. The inventory is stated at the lower of cost or net realizable value. Inventory consisted of the following (in thousands): At December 31, 2024 2023 Inventory Component parts, net of reserves of $6,693 and $3,144 at December 31, 2024 and December 31, 2023, respectively $ 54,324 $ 59,632 Work-in-progress 918 1,147 Finished goods 12,579 9,845 Total inventory $ 67,821 $ 70,624 During the year ended December 31, 2024, we identified certain component parts that were no longer expected to be utilized to manufacture, refurbish, or support certain of our end-of-life electronic gaming devices, as discussed in “Note 10 — Property and Equipment.” As a result, we increased our Games segment inventory reserves by approximately $3.5 million, of which $3.0 million was included within Gaming Operations Cost of Revenues and $0.5 million was included within Gaming Equipment and Systems Cost of Revenues of our Statements of Operations. We also determined that the expected utility of certain firm purchase commitments in our Games segment had declined resulting in a charge of approximately $3.8 million, which was included within Operating Expenses of our Statements of Operations. 9. PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets include the balance of prepaid expenses, deposits, debt issuance costs on our Revolver (as defined below “Note 13 — Long-Term Debt”), restricted cash, operating lease ROU assets, and other assets. The current portion of these assets is included in prepaid expenses and other current assets and the non-current portion is included in other assets, both of which are contained within our Balance Sheets. The balance of the current portion of prepaid expenses and other assets consisted of the following (in thousands): At December 31, 2024 2023 Prepaid expenses and other current assets Prepaid expenses $ 26,052 $ 25,608 Contract assets 16,961 13,651 Deposits 13,636 10,530 Restricted cash 7,803 5,190 Other 3,662 2,578 Total prepaid expenses and other current assets $ 68,114 $ 57,557 (1) Refer to “Note 3 — Revenues” for a discussion on the contract assets. (2) Refer to “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies” for discussion on the composition of the restricted cash balance. (1) (2) 94 The balance of the non-current portion of other assets consisted of the following (in thousands): At December 31, 2024 2023 Other assets Operating lease ROU assets $ 24,299 $ 27,489 Contract assets 18,603 12,984 Prepaid expenses and deposits 9,624 9,429 Debt issuance costs of revolving credit facility 609 993 Other 12,410 13,415 Total other assets $ 65,545 $ 64,310 (1) Refer to “Note 3 — Revenues” for a discussion on the contract assets. 10. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): At December 31, 2024 At December 31, 2023 Useful Life (Years) Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Property and equipment Rental pool - deployed 2-5 $ 297,909 $ 201,141 $ 96,768 $ 308,438 $ 218,110 $ 90,328 Rental pool - undeployed 2-5 42,360 30,364 11,996 39,578 29,770 9,808 FinTech equipment 1-5 29,218 20,666 8,552 32,719 21,911 10,808 Leasehold and building improvements Lease Term 16,630 3,597 13,033 19,271 4,887 14,384 Machinery, office, and other equipment 1-5 65,518 37,875 27,643 63,857 36,481 27,376 Total $ 451,635 $ 293,643 $ 157,992 $ 463,863 $ 311,159 $ 152,704 Depreciation expense related to property and equipment totaled approximately $89.6 million, $78.7 million, and $66.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. During the third and fourth quarters of 2024, we determined that certain returned, end-of-life electronic gaming devices reflected in our Games segment were not likely to be re-deployed, primarily due to increased demand for our newer gaming devices, together with uncertainty in light of the Proposed Transaction discussed in “Note 5 — Business Combinations.” As a result, we shortened the remaining useful lives of these returned, end-of-life, electronic gaming devices and recorded additional depreciation expense of approximately $7.5 million, which was included within Depreciation Expense of our Statements of Operations. 11. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired plus liabilities assumed arising from business combinations. The balance of goodwill was approximately $736.5 million and $737.8 million at December 31, 2024 and 2023, respectively. We have the following reporting units: (i) Games; (ii) Financial Access Services; (iii) Kiosk Sales and Services; (iv) Central Credit Services; (v) Compliance Sales and Services; (vi) Loyalty Sales and Services; and (vii) Mobile Technologies. (1) 95 In accordance with ASC 350 (“Intangibles—Goodwill and Other”), we test goodwill at the reporting unit level, which is identified as an operating segment or one level below, for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We test our goodwill for impairment on October 1 each year, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The annual impairment test is completed using either: a qualitative “Step Zero” assessment based on reviewing relevant events and circumstances or a quantitative “Step 1” assessment, which determines the fair value of the reporting unit, using both an income approach that discounts future cash flows based on the estimated future results of our reporting units and a market approach that compares market multiples of comparable companies to determine whether or not any impairment exists. To the extent the carrying amount of a reporting unit is less than its estimated fair value, an impairment charge is recorded. In connection with our annual goodwill impairment testing process for 2024 and 2023, we utilized a Step 1 approach and determined that no impairment adjustments were necessary for each of our reporting units. The changes in the carrying amount of goodwill are as follows (in thousands): Games Financial Access Services Kiosk Sales and Services Central Credit Services Compliance Sales and Services Loyalty Sales and Services Mobile Technologies Total Goodwill Balance, December 31, 2022 $461,443 $157,049 $15,860 $17,127 $12,136 $41,395 $10,860 $715,870 Foreign currency translation — 14 (819) — — — — (805) Acquisition related adjustments 22,932 — 2,925 — — — (1,245) 24,612 Subsequent recognition of deferred tax assets — (1,873) — — — — — (1,873) Balance, December 31, 2023 $484,375 $155,190 $17,966 $17,127 $12,136 $41,395 $9,615 $737,804 Foreign currency translation (175) (48) (1,081) — — — — (1,304) Acquisition related adjustments (30) — — — — — — (30) Balance, December 31, 2024 $484,170 $155,142 $16,885 $17,127 $12,136 $41,395 $9,615 $736,470 96 Other Intangible Assets Other intangible assets consist of the following (in thousands): At December 31, 2024 At December 31, 2023 Useful Life (Years) Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value Other intangible assets Contract rights under placement fee agreements 2-7 $ 57,821 $ 30,931 $ 26,890 $ 57,821 $ 21,592 $ 36,229 Customer relationships 3-14 337,236 276,218 61,018 337,829 255,972 81,857 Developed technology and software 1-7 499,104 371,695 127,409 453,453 340,286 113,167 Patents, trademarks, and other 2-18 24,726 23,128 1,598 24,783 21,898 2,885 Total $ 918,887 $ 701,972 $ 216,915 $ 873,886 $ 639,748 $ 234,138 Amortization expense related to other intangible assets totaled approximately $64.3 million, $60.0 million, and $59.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. We capitalized $56.9 million, $49.4 million, and $46.3 million of internally-developed software costs for the years ended December 31, 2024, 2023, and 2022, respectively. Placement fees are allocated to intangible assets and are generally amortized over the term of the contract, which is recorded as a reduction of revenue generated from the facility. In the past we have, and in the future, we may, by mutual agreement, amend the agreements to reduce our floor space at these facilities. We paid approximately $0.5 million in placement fees for the year ended December 31, 2022. There were no imputed interest amounts recorded in connection with the payments for the year ended December 31, 2022. There were no placement fees paid for the years ended December 31, 2024 and 2023, respectively. On a quarterly basis, we evaluate our other intangible assets for potential impairment as part of our review process. During the fourth quarter of 2023, we recorded a partial write-down of the definite-lived customer relationships intangible asset associated with our acquisition of Intuicode, reflected in the Games segment. The impairment loss of approximately $11.7 million was included within Operating Expenses of our Statements of Operations. We determined this asset was impaired by comparing its carrying value to our revised estimate of discounted future cash flows, which were negatively impacted by a certain large customer being acquired that generated lower than anticipated operating results. The customer relationships intangible asset was valued using Level 3 fair value inputs and had a revised cost basis of $0.5 million and a remaining life of five years at December 31, 2023. There was no material impairment identified for any of our other intangible assets for the years ended December 31, 2024 and 2022, respectively. 97 The anticipated amortization expense related to other intangible assets, assuming no subsequent impairment of the underlying assets, is as follows (in thousands): Anticipated amortization expense Amount 2025 $ 65,203 2026 44,372 2027 15,232 2028 5,147 2029 4,239 Thereafter 14,004 Total $ 148,197 (1) For the year ended December 31, 2024, the Company had $68.7 million in other intangible assets that had not yet been placed into service. 12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table presents our accounts payable and accrued expenses (amounts in thousands): At December 31, 2024 2023 Accounts payable and accrued expenses Customer commissions payable 81,676 74,376 Contract liabilities 60,922 51,395 Payroll and related expenses 19,643 14,367 Accounts payable - trade 13,870 30,261 Financial access processing and related expenses 10,401 8,670 Accrued interest 9,332 9,616 Operating lease liabilities 7,579 7,079 Accrued income taxes 3,972 6,367 Contingent consideration and acquisition-related liabilities 2,397 5,623 Other 11,223 7,776 Total accounts payable and accrued expenses $ 221,015 $ 215,530 (1) Refer to “Note 5 — Business Combinations” for discussion on contingent consideration and acquisition-related liabilities. (1) (1) 98 13. LONG-TERM DEBT The following table summarizes our indebtedness (in thousands): Maturity Interest At December 31, Date Rate 2024 2023 Long-term debt $600 million Term Loan 2028 SOFR+CSA+2.50% $ 560,500 $ 586,500 $125 million Revolver 2026 SOFR+CSA+2.50% — — Senior Secured Credit Facilities 560,500 586,500 $400 million 2021 Unsecured Notes 2029 5.00% 400,000 400,000 Total debt 960,500 986,500 Debt issuance costs and discount (9,565) (12,035) Total debt after debt issuance costs and discount 950,935 974,465 Current portion of long-term debt — (6,000) Total long-term debt, net of current portion $ 950,935 $ 968,465 Credit Facilities Our senior secured credit facilities consist of: (i) a seven-year $600 million senior secured term loan due 2028 issued at 99.75% of par (the “Term Loan”); and (ii) a $125 million senior secured revolving credit facility due 2026, which was undrawn at closing (the “Revolver” and together with the Term Loan, the “Credit Facilities”). The Company, as borrower, entered into the credit agreement dated as of August 3, 2021 (the “Closing Date”), among the Company, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and a letter of credit issuer (the “Original Credit Agreement”). On June 23, 2023, the Company entered into the first amendment (the “Amendment”) to the Original Credit Agreement (as amended, the “Amended Credit Agreement”), among Everi, as borrower, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and letter of credit issuer. Under the Amended Credit Agreement, the Secured Overnight Financing Rate (“SOFR”) replaced the Eurodollar Rate for all purposes under the Original Credit Agreement and under any other Loan Document (as defined therein) on July 1, 2023, when the ICE Benchmark Administration ceased to provide all available tenors of the Eurodollar Rate. In connection with such implementation of SOFR, the Company and Jefferies Finance LLC agreed to make conforming changes to the relevant provisions of the Original Credit Agreement, as reflected in the Amended Credit Agreement. On November 2, 2023, the Company entered into the second amendment (the “Second Amendment”), effective November 9, 2023, to the Original Credit Agreement and the Amended Credit Agreement (as amended, the “Credit Agreement”), among Everi, as borrower, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and letter of credit issuer. Under the Amended Credit Agreement, capitalized terms not otherwise defined in this Second Amendment have the same meanings as specified in the Original Credit Agreement or the Amended Credit Agreement, as the context may require; and pursuant to the Amended Credit Agreement, the Borrower and the Administrative Agent jointly identified certain obvious errors of a technical nature in the Amended Credit Agreement and have agreed to amend the Amended Credit Agreement to correct such errors. The interest rate per annum applicable to the Credit Facilities will be, at the Company’s option, either the SOFR, inclusive of the credit spread adjustment (“CSA”) with a 0.50% floor plus a margin of 2.50%, or the base rate plus a margin of 1.50%. In addition, the CSA is recorded as interest expense that varies for the applicable interest period, with an adjustment for interest periods of one month of 0.1%, an adjustment for interest periods of two months of 0.3% and an adjustment for interest periods of three months of 0.4%. The Revolver is available for general corporate purposes, including permitted acquisitions, working capital and the issuance of letters of credit. Borrowings under the Revolver are subject to the satisfaction of customary conditions, 99 including the absence of defaults and the accuracy of representations and warranties. Our Revolver remained fully undrawn as of December 31, 2024. The Company is required to make periodic payments on the Term Loan in an amount equal to 0.25% per quarter of the initial aggregate principal, with the final principal repayment installment on the maturity date. Interest is due in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. As to any loan other than a base rate loan, the interest payment dates shall be the last day of each interest period applicable to such loan and the maturity date (provided, however, that if any interest period for a SOFR loan exceeds three months, the respective dates that fall every three months after the beginning of such interest period shall also be interest payment dates). As to any base rate loan, the interest payment dates shall be last business day of each of March, June, September and December and the maturity date. During the fourth quarter of fiscal year 2024, the Company paid $20.0 million, which satisfied all required periodic principal payments through maturity with the exception of a partial quarterly payment due in 2028. Voluntary prepayments of the Term Loan and the Revolver and voluntary reductions in the unused commitments are permitted in whole or in part, in minimum amounts as set forth in the Credit Agreement governing the Credit Facilities, with prior notice, and without premium or penalty, except that certain refinancings or repricings of the Term Loan within six months after the Closing Date will be subject to a prepayment premium of 1.00% of the principal amount repaid. The Credit Agreement contains certain covenants that, among other things, limit the Company’s ability, and the ability of certain of its subsidiaries, to incur additional indebtedness, sell assets or consolidate or merge with or into other companies, pay dividends or repurchase or redeem capital stock, make certain investments, issue capital stock of subsidiaries, incur liens, prepay, redeem or repurchase subordinated debt, and enter into certain types of transactions with its affiliates. The Credit Agreement also requires the Company, together with its subsidiaries, to comply with a maximum consolidated secured leverage ratio of 4.25:1.00 as of the measurement date. The weighted average interest rate on the Term Loan was 7.78% for the year ended December 31, 2024. Senior Unsecured Notes Our Senior Unsecured Notes (the “2021 Unsecured Notes”) due 2029 had an outstanding balance of $400 million as of December 31, 2024, for which interest accrues at a rate of 5.00% per annum and is payable semi-annually in arrears on each January 15 and July 15. Compliance with Debt Covenants We were in compliance with the covenants and terms of the Credit Facilities and the 2021 Unsecured Notes as of December 31, 2024. Principal Repayments The maturities of our borrowings at December 31, 2024 are as follows (in thousands): Amount Maturities of borrowings 2025 $ — 2026 — 2027 — 2028 560,500 2029 400,000 Thereafter — Total $ 960,500 100 14. COMMITMENTS AND CONTINGENCIES We are involved in various legal proceedings in the ordinary course of our business. In addition, following the announcement of the Proposed Transaction, three purported stockholders of Everi filed complaints alleging that the definitive proxy statement for the Special Meeting of Everi stockholders omitted or misstated material information with respect to the Proposed Transaction and seeking supplemental disclosures and other equitable and legal relief. The complaints are entitled Clancy v. Everi Holdings Inc., et al., No. 1:24-cv-07255-AS (S.D.N.Y. filed Sept. 25, 2024), Marino v. Everi Holdings Inc., et al., No. tc241024-69 (N.Y. S. Ct. filed Oct. 24, 2024) and Miller v. Everi Holdings Inc., et al., docket no. unassigned (N.Y. S. Ct. filed Oct. 25, 2024) (the “Complaints”). Thirteen other purported stockholders of Everi have sent demand letters to the Company making allegations and demands similar to those in the Complaints. It is possible that other complaints will be filed or demand letters received. While we believe resolution of the claims brought against us, both individually and in the aggregate, will not have a material adverse impact on our financial condition or results of operations, litigation of this nature is inherently unpredictable. Our views on these legal proceedings, including those described below, may change in the future. We intend to vigorously defend against these actions, and ultimately believe we should prevail. Legal Contingencies We evaluate matters and record an accrual for legal contingencies when it is both probable that a liability has been incurred and the amount or range of the loss may be reasonably estimated. We evaluate legal contingencies at least quarterly and, as appropriate, establish new accruals or adjust existing accruals to reflect: (i) the facts and circumstances known to us at the time, including information regarding negotiations, settlements, rulings, and other relevant events and developments; (ii) the advice and analyses of counsel; and (iii) the assumptions and judgment of management. Legal costs associated with such proceedings are expensed as incurred. Due to the inherent uncertainty of legal proceedings as a result of the procedural, factual, and legal issues involved, the outcomes of our legal contingencies could result in losses in excess of amounts we have accrued. We did not have any new material legal matters that were accrued as of December 31, 2024. NRT matter: NRT Technology Corp., et al. v. Everi Holdings Inc., et al. is a civil action filed on April 30, 2019 against Everi Holdings and Everi FinTech in the United States District Court for the District of Delaware by NRT Technology Corp. and NRT Technology, Inc., alleging monopolization of the market for unmanned, integrated kiosks in violation of federal antitrust laws, fraudulent procurement of patents on functionality related to such unmanned, integrated kiosks and sham litigation related to prior litigation brought by Everi FinTech (operating as Global Cash Access Inc.) against the plaintiff entities. The plaintiffs are seeking compensatory damages, treble damages, and injunctive and declaratory relief. Discovery is closed. This case is currently on the court’s October 6, 2025, trial calendar. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any. Zenergy Systems, LLC matter: Zenergy Systems, LLC v. Everi Payments Inc. is a civil action filed on May 29, 2020, against Everi FinTech in the United States District Court for the District of Nevada, Clark County by Zenergy Systems, LLC (“Zenergy”), alleging breach of contract, breach of a non-disclosure agreement, conversion, breach of the covenant of good faith and fair dealing, and breach of a confidential relationship related to a contract with Everi FinTech that expired in November 2019. The plaintiff is seeking compensatory and punitive damages. Everi FinTech has counterclaimed against Zenergy alleging breach of contract, breach of implied covenant of good faith and fair dealing, and for declaratory relief. The case is on the court's May 28, 2025 trial calendar. Due to the current stage of the litigation, we are unable to estimate the probability of the outcome of this matter or reasonably estimate the range of possible damages, if any. In addition, we have commitments with respect to certain lease obligations discussed in “Note 4 — Leases,” installment payments under our asset purchase agreements discussed in “Note 5 — Business Combinations,” and debt obligations discussed in “Note 13 — Long-Term Debt.” 101 15. STOCKHOLDERS’ EQUITY On May 3, 2023, our Board of Directors authorized and approved a share repurchase program in an amount not to exceed $180 million, pursuant to which we were authorized to purchase outstanding Company common stock in open market or privately negotiated transactions over a period of eighteen (18) months through November 3, 2024, in accordance with Company and regulatory policies and trading plans established in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended. On May 2, 2024, the Board of Directors canceled the share repurchase program. As of May 2, 2024, the Company had repurchased $100.0 million of Company common stock under the $180 million authorized share repurchase program. No shares were repurchased during the year ended December 31, 2024. There were approximately 7.5 million and 5.0 million shares repurchased at an average price of $13.40 and $16.93 per share for an aggregate amount of $100.0 million and $84.3 million during the years ended December 31, 2023 and 2022, respectively. Preferred Stock. Our amended and restated certificate of incorporation, as amended, allows our Board of Directors, without further action by stockholders, to issue up to 50,000,000 shares of preferred stock in one or more series and to fix the designations, powers, preferences, privileges and relative participating, optional, or special rights as well as the qualifications, limitations or restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences. As of December 31, 2024 and 2023, we had no shares of preferred stock outstanding. Common Stock. Subject to the preferences that may apply to shares of preferred stock that may be outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at the times and in the amounts as our Board of Directors may from time to time determine. All dividends are non-cumulative. In the event of the liquidation, dissolution or winding up of Everi, the holders of common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to the prior distribution rights of preferred stock, if any, then outstanding. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for. The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. There are no sinking fund provisions applicable to the common stock. Each outstanding share of common stock is fully paid and non-assessable. As of December 31, 2024 and 2023, we had 125,853,023 and 123,178,882 shares of common stock issued, respectively. Treasury Stock. In addition to open market purchases of common stock authorized under the Share Repurchase Program, employees may direct us to withhold vested shares of restricted stock to satisfy the maximum statutory withholding requirements applicable to their restricted stock vesting. We repurchased or withheld from restricted stock awards an immaterial amount of shares of common stock for the year ended December 31, 2024 and 0.6 million shares of common stock at an aggregate purchase price of approximately $9.2 million for the year ended December 31, 2023, to satisfy the maximum applicable tax withholding obligations related to the vesting of such restricted stock awards. 102 16. WEIGHTED AVERAGE SHARES OF COMMON STOCK The weighted average number of common stock outstanding used in the computation of basic and diluted earnings per share is as follows (in thousands): At December 31, 2024 2023 2022 Weighted average shares Weighted average number of common shares outstanding — basic 85,023 87,176 90,494 Potential dilution from equity awards 3,128 4,809 7,013 Weighted average number of common shares outstanding — diluted 88,151 91,985 97,507 (1) There were 0.4 million and 0.3 million shares that were anti-dilutive under the treasury stock method for the years ended December 31, 2024 and 2023, respectively. There were an immaterial amount of shares that were anti-dilutive under the treasury stock method for the year ended December 31, 2022. 17. SHARE-BASED COMPENSATION Equity Incentive Awards Our 2014 Equity Incentive Plan (as amended and restated effective May 22, 2024, the “Equity Incentive Plan”) is used to attract and retain key personnel, to provide additional incentives to employees, directors, and consultants, and to promote the success of our business. Our Equity Incentive Plan is administered by the Compensation Committee of our Board of Directors, which has the authority to select individuals who are to receive equity incentive awards and to specify the terms and conditions of grants of such awards, including, but not limited to the vesting provisions and exercise prices, as applicable. Generally, we grant the following types of awards: (i) restricted stock units with either time- or performance-based criteria; and (ii) time-based options. We estimate forfeiture amounts based on historical patterns. A summary of award activity is as follows (in thousands): Stock Options Restricted Stock Units Outstanding, December 31, 2023 4,804 2,464 Granted 109 1,473 Exercised options or vested shares (1,746) (928) Canceled or forfeited (195) (207) Outstanding, December 31, 2024 2,972 2,802 There are approximately 4.5 million awards of our common stock available for future equity grants under our existing equity incentive plan. (1) (1) 103 Stock Options The fair value of our standard time-based options was determined as of the date of grant using the Black-Scholes option pricing model. The assumptions used included a 4.7%, 3.5% and 2.9% risk-free interest rate, an expected life of 4.9 years, 5.1 years and 4.9 years, historical volatility of 58.7%, 55.4% and 55.7%, and no expected dividend yield for options granted for the years ended December 31, 2024, 2023 and 2022, respectively. Our time-based stock options granted under our equity plans generally vest at a rate of either 33% or 25% per year on each of the first three or four anniversaries of the grant dates and expire after a ten-year period. The following table presents the options activity: Number of Options (in thousands) Weighted Average Exercise Price (per Share) Weighted Average Life Remaining (Years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2023 4,804 $ 4.28 2.6 $ 34,350 Granted 109 8.04 Exercised (1,746) 4.67 Canceled or forfeited (195) 6.75 Outstanding, December 31, 2024 2,972 4.03 2.3 28,538 Vested and expected to vest after, December 31, 2024 2,959 4.01 2.3 28,488 Exercisable, December 31, 2024 2,786 $ 3.54 1.9 $ 27,980 The following table presents the options outstanding and exercisable by price range: Options Outstanding Options Exercisable Number Outstanding Weighted Average Remaining Contract Life Weighted Average Exercise Number Exercisable Weighted Average Exercise Range of Exercise Prices (in thousands) (Years) Prices (in thousands) Price $ 1.46 $ 2.78 1,035 1.3 $ 2.05 1,035 $ 2.05 3.29 3.29 1,448 2.2 3.29 1,448 3.29 6.30 8.32 327 3.3 7.75 224 7.62 15.12 15.12 90 8.3 15.12 30 15.12 16.69 16.69 72 7.4 16.69 49 16.69 2,972 2,786 The total intrinsic value of options exercised was $11.2 million, $18.3 million, and $4.9 million for the years ended December 31, 2024, 2023, and 2022, respectively. The unrecognized non-cash compensation expense related to options expected to vest as of December 31, 2024 was $0.7 million which is expected to be recognized on a straight-line basis over a weighted average period of 1.8 years. The unrecognized non-cash compensation expense related to options expected to vest as of December 31, 2023 and 2022 was not material. We recorded approximately $0.5 million, $0.4 million and $0.1 million in non-cash compensation expense, which was included within Operating Expenses of our Statements of Operations, related to options granted that were expected to vest as of December 31, 2024, 2023 and 2022, respectively. We received approximately $8.2 million, $14.0 million and $1.9 million in proceeds from the exercise of options during 2024, 2023 and 2022, respectively. 104 Restricted Stock Units The fair value of our restricted stock units awarded is based on the closing stock price of our common stock at the date of grant, except for certain awards with a share-based payment arrangements priced in relation to similar indexed securities. Awards with share-based payment arrangements priced in relation to similar indexed securities fair values were determined using a lattice model. The assumptions used include a risk-free interest rate of 4.8% and 3.7%, a useful life term of 2.7 years, historical volatility of 43.6% and 48.4%, and no expected dividend yield for those certain awards with a share-based payment arrangement priced in relation to similar indexed securities granted for the years ended December 31, 2024 and 2023, respectively. There were no awards with a share-based payment arrangements priced in relation to similar indexed securities for the year ended December 31, 2022. Time-based Awards The time-based restricted stock units (“RSUs”) granted to executives and the employee base, during 2024, 2023 and 2022, generally vest at a rate of either 33% per year on each of the first three anniversaries of the dates of grant, or 100% on the anniversary of grant date ending after either 1 year, 2 years or 3 years. The RSUs granted to independent members of our Board of Directors, during 2024, 2023 and 2022, vest on the one-year anniversary of the date of grant and settle on the earliest of the following events: (i) ten-year anniversary of the date of grant; (ii) death; (iii) the occurrence of a Change in Control (as defined in the Equity Incentive Plan), subject to qualifying conditions; or (iv) the date that is six months following the separation from service, subject to qualifying conditions. Performance-based Awards The performance-based restricted stock units (“PSUs”) granted during 2024 will be evaluated by the Compensation Committee of our Board of Directors after a performance period, beginning on the date of grant through December 31, 2026, based on the Company’s total stockholder return ranking over the performance period in comparison to the Russel 3000 Index. To the extent the performance criteria of the metrics are approved, the eligible awards will become vested on the third anniversary of the date of grant. We record stock-based compensation expense over the required service period based on the amount of shares expected to vest pursuant to the achievement measures associated with the performance award. The performance-based restricted stock units (“PSUs”) granted during 2023 will be evaluated by the Compensation Committee of our Board of Directors after a performance period, beginning on the date of grant through December 31, 2025, based on total operating income and modified based on the Company’s total stockholder return ranking over the performance period in comparison to the Russel 3000 Index. To the extent the performance criteria of the metrics are approved, the eligible awards will become vested on the third anniversary of the date of grant. We record stock-based compensation expense over the required service period based on the amount of shares expected to vest pursuant to the achievement measures associated with the performance award. The performance-based restricted stock units (“PSUs”) granted during 2022 have been evaluated by the Compensation Committee of our Board of Directors for the performance period, beginning on the date of grant through December 31, 2024, based on certain revenue and adjusted operating cash flow growth rate metrics, with achievement of each measure to be determined independently of one another. In light of the metrics not being met during the performance period, the Board of Directors determined that none of the PSUs granted in 2022 are eligible to become vested on the third anniversary of the date of grant. 105 The following table presents our RSU and PSU awards activity: Shares Outstanding (in thousands) Weighted Average Grant Date Fair Value (per Share) Weighted Average Life Remaining (Years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31, 2023 2,464 $ 15.88 1.2 $ 27,747 Granted 1,473 8.71 Vested (928) 17.24 Forfeited (207) 12.54 Outstanding, December 31, 2024 2,802 12.15 1.2 37,861 Expected to vest after, December 31, 2024 2,297 $ 12.33 1.1 $ 31,037 There was approximately $13.6 million in unrecognized compensation expense related to the awards expected to vest as of December 31, 2024. This cost is expected to be recognized on a straight-line basis over a weighted average period of 1.5 years. We recorded approximately $10.2 million in non-cash compensation expense, which was included within Operating Expenses of our Statements of Operations, related to these awards for the year ended December 31, 2024. There were approximately 1.6 million and 1.3 million shares of these awards granted for the years ended December 31, 2023 and 2022, respectively. The weighted average grant date fair value per share of these awards granted was $13.34 and $16.08 for the years ended December 31, 2023 and 2022, respectively. There were 1.7 million and 2.1 million RSU awards that vested during the years ended December 31, 2023 and 2022, respectively. There was approximately $20.0 million and $20.1 million unrecognized compensation expense related to these awards expected to vest as of December 31, 2023 and 2022, respectively. This cost was expected to be recognized on a straight-line basis over a weighted average period of 1.5 years and 1.2 years, respectively. We recorded approximately $18.3 million and $19.7 million in non-cash compensation expense, which was included within Operating Expenses of our Statements of Operations, related to RSU awards for the years ended December 31, 2023 and 2022, respectively. 106 18. INCOME TAXES Provision (Benefit) for Income Taxes The following presents consolidated income (loss) before tax for domestic and foreign operations (in thousands): Year Ended December 31, 2024 2023 2022 Consolidated income (loss) before tax Domestic $ 18,735 $ 104,798 $ 157,510 Foreign (2,838) (3,207) 90 Total $ 15,897 $ 101,591 $ 157,600 The income tax provision (benefit) attributable to the income (loss) before tax consists of the following components (in thousands): Year Ended December 31, 2024 2023 2022 Income tax (benefit) provision Domestic $ (431) $ 17,760 $ 36,440 Foreign 1,312 (166) 671 Total income tax provision (benefit) $ 881 $ 17,594 $ 37,111 Income tax provision (benefit) Current $ 12,064 $ 8,634 $ 4,446 Deferred (11,183) 8,960 32,665 Total income tax provision (benefit) $ 881 $ 17,594 $ 37,111 Effective Tax Rate A reconciliation of the federal statutory rate and the effective income tax rate is as follows: Year Ended December 31, 2024 2023 2022 Income tax reconciliation Federal statutory rate 21.0 % 21.0 % 21.0 % Foreign provision (3.4)% (0.4)% (0.1)% State/province income tax 9.1 % 3.3 % 3.3 % Compensation deduction limitations 4.4 % 2.1 % 2.9 % Stock-based compensation expense (7.1)% (4.5)% (2.5)% Adjustments to carrying values (7.5)% 1.9 % 0.3 % Research and development credit (25.4)% (6.7)% (2.2)% Valuation allowance 11.7 % 1.1 % — % Global intangible low-taxed income — % — % 0.4 % Non-deductible expenses - other 1.3 % 0.2 % — % Other 1.4 % (0.7)% 0.4 % Effective tax rate 5.5 % 17.3 % 23.5 % (1) Benefit from the generation of research and development credits. (2) Increase in the valuation allowance due to additional losses in Australia. (3) The Company had no Global Intangible Low-Taxed Income inclusion in 2024 due to the high tax exception in certain of the foreign jurisdictions and losses in other locations. (1) (2) (3) 107 Deferred Income Taxes The major tax-effected components of the deferred tax assets and liabilities are as follows (in thousands): At December 31, 2024 2023 2022 Deferred income tax assets related to: Net operating losses $ 4,645 $ 5,171 $ 27,901 Tax credits 771 17,570 18,467 Capitalized research expenditures 38,760 27,534 15,705 Accrued and prepaid expenses 10,049 9,989 10,481 Stock compensation expense 4,246 5,427 6,041 Accounts receivable allowances 1,492 1,293 1,204 Other 8,123 1,798 1,841 Valuation allowance (3,575) (1,818) (739) Total deferred income tax assets $ 64,511 $ 66,964 $ 80,901 Deferred income tax liabilities related to: Other intangible assets $ 41,422 $ 49,234 $ 57,487 Property and equipment 19,939 24,755 23,352 Other 5,113 6,139 4,472 Total deferred income tax liabilities $ 66,474 $ 80,128 $ 85,311 Deferred income taxes, net $ (1,963) $ (13,164) $ (4,410) (1) As required by the 2017 Tax Cuts and Jobs Act, effective January 1, 2022, our research and development expenditures were capitalized and amortized, which resulted in higher taxable income for 2022, 2023, and 2024 with an equal amount of deferred tax benefit. Net Operating Losses (“NOLs”) and Tax Credits Carry-forwards We had no accumulated federal NOLs as of December 31, 2024. We had tax effected state NOL carry-forwards of approximately $2.5 million as of December 31, 2024, which will expire between 2025 and 2044. The determination and utilization of these state NOL carry-forwards are dependent upon apportionment percentages and other respective state laws, which may change from year to year. We had tax effected Australia NOL carry-forwards of approximately $2.2 million as of December 31, 2024, which can be carried forward indefinitely. As of December 31, 2024, there is a full valuation allowance on our Australia net deferred tax assets as we do not believe these assets are more-likely-than-not to be realized. We had approximately $5.4 million, tax effected, of federal research and development credit carry-forwards as of December 31, 2024. The research and development credits are limited to a 20-year carry-forward period and will expire starting in 2043. We also had approximately $0.5 million, tax effected, of federal solar tax credit carry-forward as of December 31, 2024. The solar tax credit is limited to a 22-year carry- forward period and will expire in 2045, at which time, one-half of any unused credit can be deducted. Deferred Tax Assets - Valuation Allowance Assessment Deferred tax assets arise primarily because expenses have been recorded in historical financial statement periods that will not become deductible for income taxes until future tax years. We record a valuation allowance to reduce the book value of our deferred tax assets to amounts that are estimated on a more likely than not basis to be realized. This assessment requires judgment and is performed on the basis of the weight of all available evidence, both positive and negative, with greater weight placed on information that is objectively verifiable such as historical performance. (1) 108 During the fourth quarter of 2023, we placed a full valuation allowance of $1.1 million on the Australia net deferred tax assets, among other foreign items, as we do not believe these assets meet the more-likely-than-not criteria for recognition. In evaluating our ability to realize these net deferred tax assets, we evaluated negative evidence noting that for the three-year period then ended, we reported a cumulative net loss in Australia. Pursuant to accounting guidance, a cumulative loss in recent years is a significant piece of negative evidence that must be considered and is difficult to overcome without sufficient objectively verifiable, positive evidence. We will reassess the realization of deferred tax assets each reporting period, and to the extent our financial results in Australia improve and it becomes more-likely-than-not the deferred tax assets are realizable, we will be able to reduce the valuation allowance in such period, as appropriate. The following is a tabular reconciliation of the total amounts of deferred tax asset valuation allowance (in thousands): At December 31, 2024 2023 2022 Balance at beginning of period $ 1,818 $ 739 $ 804 Valuation allowance - (reversal) charge 1,757 1,079 (65) Balance at end of period $ 3,575 $ 1,818 $ 739 Unrecognized Tax Positions The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): At December 31, 2024 2023 2022 Unrecognized tax benefit Unrecognized tax benefit at beginning of period $ 4,537 $ 2,566 $ 2,151 Gross increases — tax positions in prior period 71 1,189 415 Gross increases — tax positions in current period 624 782 — Unrecognized tax benefit at end of period $ 5,232 $ 4,537 $ 2,566 We analyzed filing positions in the federal, state, and foreign jurisdictions in which we are required to file income tax returns, as well as the open tax years in these jurisdictions. As of December 31, 2024, we recorded approximately $5.2 million of unrecognized tax benefits, all of which would impact our effective tax rate, if recognized. We do not anticipate that our unrecognized tax benefits will materially change within the next 12 months. The Company has not accrued any penalties and interest for its unrecognized tax benefits. Other than the unrecognized tax benefit recorded, we believe that our income tax filing positions and deductions will be sustained upon audit, and we do not anticipate other adjustments that will result in a material change to our financial position. We may, from time to time, be assessed interest or penalties by tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. Our policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income tax in our Statements of Operations. Foreign Operations We had unrepatriated foreign earnings of approximately $22.4 million as of December 31, 2024. These earnings are considered permanently reinvested, as it is management’s intention to reinvest these foreign earnings in foreign operations. We project sufficient cash flow, or borrowings available under our Senior Secured Credit Facilities in the U.S.; therefore, we do not need to repatriate our remaining foreign earnings to finance U.S. operations at this time. Due to the 2017 Tax Act, there is no U.S. federal tax on cash repatriation from foreign subsidiaries, however, it could be subject to foreign withholding and other taxes. Other 109 We are subject to taxation in the U.S. and various states and foreign jurisdictions. We have a number of federal and state income tax years still open for examination as a result of our net operating loss carry-forwards. Accordingly, we are subject to examination for both U.S. federal and some of the state tax returns for the years 2005 to present. For the remaining state, local, and foreign jurisdictions, with some exceptions, we are no longer subject to examination by tax authorities for years before 2019. 19. SEGMENT INFORMATION Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-making group (the “CODM”). Our CODM consists of the Chief Executive Officer and the Chief Financial Officer. Our CODM allocates resources and measures profitability based on our operating segments, which are managed and reviewed separately, as each represents products and services that can be sold separately to our customers. Our segments are monitored by management for performance against our internal forecasts. We have reported our financial performance based on our segments in both the current and prior periods. Our CODM determined that our operating segments for conducting business are: (i) Games and (ii) FinTech: • Everi Games provides gaming operators with gaming technology and entertainment products and services, including: (i) gaming machines, primarily comprising Class II, Class III and Historic Horse Racing (“HHR”) slot machines placed under participation or fixed-fee lease arrangements or sold to casino customers; (ii) providing and maintaining the central determinant systems for the video lottery terminals (“VLTs”) installed in the State of New York and similar technology in certain tribal jurisdictions; (iii) business-to-business (“B2B”) digital online gaming activities; and (iv) bingo solutions through consoles, integrated electronic gaming tablets and related systems. • Everi FinTech provides gaming operators with financial technology products and services, including: (i) financial access and related services supporting digital, cashless and physical cash options across mobile, assisted and self-service channels; (ii) loyalty and marketing software and tools, RegTech software solutions, other information-related products and services, and hardware maintenance services; and (iii) associated casino patron self-service hardware that utilizes our financial access, software and other services. We also develop and offer mobile-first applications aimed at enhancing patron engagement for customers in the casino, sports, entertainment and hospitality industries. Our solutions are secured using an end-to-end security suite to protect against cyber- related attacks allowing us to maintain appropriate levels of security. These solutions include: access to cash and cashless funding at gaming facilities via ATM debit withdrawals, credit card financial access transactions, and POS debit card purchases at casino cages, kiosk and mobile POS devices; accounts for the CashClub Wallet, check warranty services, self-service loyalty and fully integrated kiosk maintenance services; self-service loyalty tools and promotion management software; compliance, audit, and data software; casino credit data and reporting services; marketing and promotional offering subscription-based services; and other ancillary offerings. Corporate overhead expenses have been allocated to the segments either through specific identification or based on a reasonable methodology. In addition, we record depreciation and amortization expenses to the business segments. Our business is predominantly domestic with no specific regional concentrations that were material to our results of operations or financial condition, and no significant assets in foreign locations. The following tables present segment information (in thousands): 110 For the Year Ended December 31, 2024 2023 2022 Games Revenue Gaming operations $ 277,460 $ 304,132 $ 292,873 Gaming equipment and systems 101,461 125,022 143,553 Total revenues 378,921 429,154 436,426 Costs and expenses Cost of revenues Gaming operations 41,923 35,205 25,153 Gaming equipment and systems 59,260 72,191 86,638 Total cost of revenues 101,183 107,396 111,791 Operating expenses 112,780 103,666 76,496 Research and development 49,360 44,365 40,353 Depreciation 78,837 68,833 57,106 Amortization 47,954 44,201 43,044 Total costs and expenses 390,114 368,461 328,790 Operating (loss) income $ (11,193) $ 60,693 $ 107,636 (1) Includes the accretion of contract rights of approximately $9.3 million for the years ended December 31, 2024 and 2023, respectively, and $9.6 million for the year ended December 31, 2022. (2) Excludes depreciation and amortization. (3) Includes approximately $3.5 million of additional inventory reserves, of which $3.0 million was included within Gaming Operations Cost of Revenues and $0.5 million was included within Gaming Equipment and Systems Cost of Revenues, for year ended December 31, 2024. (4) Includes approximately $3.1 million of transaction costs related to the Proposed Transaction for the year ended December 31, 2024. (5) Includes approximately $15.8 million and $2.0 million of transaction costs related to the Original Proposed Transaction for the years ended December 31, 2024 and 2023, respectively. (6) Includes approximately $6.3 million of employee retention costs for the Proposed Transaction for the year ended December 31, 2024. (7) Includes approximately $2.1 million and $1.0 million of severance costs related to the realignment of certain employee functions within the Games business for the years ended December 31, 2024 and 2023, respectively. (8) Includes approximately $7.5 million of depreciation charges for certain end-of-life electronic gaming devices returned from our install base for the year ended December 31, 2024. (9) Includes approximately $3.8 million of accrued charges for the decline in expected utility of certain firm purchase commitments for the year ended December 31, 2024. (1) (2) (3) (4)(5)(6)(7)(8)(9)(10)(11)(12) 111 (10) Includes approximately $0.4 million in other professional fees and expenses primarily associated with litigation and other non-recurring legal matters for the year ended December 31, 2024, approximately $1.2 million and $0.6 million for other legal fees and other professional expenses associated with the Video King asset acquisition, respectively, for the year ended December 31, 2023 and $0.1 million for legal fees associated with the acquisitions completed during the year ended December 31, 2022. (11) Includes approximately $4.8 million and $0.7 million of office and warehouse consolidation expenses for the years ended December 31, 2023 and 2022, respectively. (12) Includes approximately $0.2 million in litigation recovery for the year ended December 31, 2022. * Rounding may cause variances. For the Year Ended December 31, 2024 2023 2022 FinTech Revenues Financial access services $ 228,702 $ 225,054 $ 206,860 Software and other 104,120 99,490 80,232 Hardware 46,160 54,123 59,001 Total revenues 378,982 378,667 346,093 Costs and expenses Cost of revenues Financial access services 10,516 11,064 10,186 Software and other 13,562 6,159 4,125 Hardware 32,570 36,621 39,220 Total cost of revenues 56,648 53,844 53,531 Operating expenses 166,839 157,265 140,463 Research and development 27,952 23,268 20,174 Depreciation 10,799 9,858 9,695 Amortization 16,366 15,841 16,514 Total costs and expenses 278,604 260,076 240,377 Operating income $ 100,378 $ 118,591 $ 105,716 (1) Excludes depreciation and amortization. (2) Includes approximately $3.3 million of transaction costs related to the Proposed Transaction for the year ended December 31, 2024. (3) Includes approximately $0.4 million of transaction costs related to the Original Proposed Transaction for the years ended December 31, 2024 and 2023, respectively. (4) Includes approximately $6.0 million of employee retention costs for the Proposed Transaction for the year ended December 31, 2024. (5) Includes approximately $0.2 million and $1.0 million of severance costs related to the realignment of certain employee functions within the FinTech business for the years ended December 31, 2024 and 2023, respectively. (6) Includes approximately $0.7 million in other professional fees and expenses primarily associated with litigation and other non-recurring legal matters for the year ended December 31, 2024. We recorded a benefit of approximately $0.5 million and $0.2 million against other legal fees and expenses associated with insurance recoveries from litigation matters for the years ended December 31, 2024 and 2023, respectively, and $0.1 million of legal fees for debt amendment costs for the year ended December 31, 2023. (1) (2)(3)(4)(5)(6)(7)(8) 112 (7) Includes approximately $0.1 million of office and warehouse consolidation expenses for the year ended December 31, 2023. (8) Includes approximately $4.5 million in legal fees and expenses primarily associated with litigation and other non-recurring items, including the stock purchase agreement of eCash and the acquisition of certain strategic assets of Venuetize for the year ended December 31, 2022. * Rounding may cause variances. For the Year Ended December 31, 2024 2023 2022 Total Games and FinTech Total revenues $ 757,903 $ 807,821 $ 782,519 Costs and expenses Cost of revenues 157,831 161,240 165,322 Operating expenses 279,619 260,931 216,959 Research and development 77,312 67,633 60,527 Depreciation 89,636 78,691 66,801 Amortization 64,320 60,042 59,558 Total costs and expenses 668,718 628,537 569,167 Operating income $ 89,185 $ 179,284 $ 213,352 (1) Exclusive of depreciation and amortization. The following tables present revenue, significant expense and measure of profit or loss segment information (in thousands): For the Year Ended December 31, 2024 Games FinTech Total Revenues $ 378,921 $ 378,982 $ 757,903 Less: Cost of revenues 101,183 56,648 157,831 Payroll and related expense 83,855 126,460 210,315 Software license expense 16,251 16,352 32,603 Occupancy and related expense 14,178 10,601 24,779 Inventory and related expense 10,537 13,060 23,597 Legal and related expense 14,316 6,928 21,244 Accounting, taxes and consulting expense 11,868 7,865 19,733 Stock-based compensation expense 5,010 5,692 10,702 Travel expense 2,241 5,538 7,779 Marketing expense 2,549 1,461 4,010 Depreciation 78,837 10,799 89,636 Amortization 47,954 16,366 64,320 Other segment items 1,335 834 2,169 Segment operating (loss) income $ (11,193) $ 100,378 $ 89,185 Interest expense, net of interest income 73,288 Income before income tax $ 15,897 (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (1) (1) (2) (3) (4) 113 (2) Exclusive of depreciation and amortization. (3) The payroll and related expense does not include amounts capitalized on the balance sheet or included within cost of revenues. (4) Other segment items for each segment includes: (i) Games - Other miscellaneous expenses. (ii) FinTech - Other miscellaneous expenses. For the Year Ended December 31, 2023 Games FinTech Total Revenues $ 429,154 $ 378,667 $ 807,821 Less: Cost of revenues 107,396 53,844 161,240 Payroll and related expense 73,312 115,918 189,230 Inventory and related expense 20,274 12,802 33,076 Software license expense 13,037 13,837 26,874 Occupancy and related expense 14,180 9,810 23,990 Stock-based compensation expense 9,505 9,206 18,711 Accounting, taxes and consulting expense 8,090 7,376 15,466 Travel expense 2,438 6,103 8,541 Legal and related expense 3,203 3,459 6,662 Marketing expense 2,508 1,565 4,073 Depreciation 68,833 9,858 78,691 Amortization 44,201 15,841 60,042 Other segment items 1,484 457 1,941 Segment operating income $ 60,693 $ 118,591 $ 179,284 Interest expense, net of interest income 77,693 Income before income tax $ 101,591 (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (2) Exclusive of depreciation and amortization. (3) The payroll and related expense does not include amounts capitalized on the balance sheet or included within cost of revenues. (4) Other segment items for each segment includes: (i) Games - Other miscellaneous expenses. (ii) FinTech - Other miscellaneous expenses. (1) (2) (3) (4) 114 For the Year Ended December 31, 2022 Games FinTech Total Revenues $ 436,426 $ 346,093 $ 782,519 Less: Cost of revenues 111,791 53,531 165,322 Payroll and related expense 66,211 96,158 162,369 Software license expense 9,706 10,414 20,120 Occupancy and related expense 11,694 8,254 19,948 Stock-based compensation expense 10,178 9,611 19,789 Inventory and related expense 4,777 11,822 16,599 Accounting, taxes and consulting expense 6,873 7,730 14,603 Legal and related expense 2,138 9,301 11,439 Travel expense 1,860 4,801 6,661 Marketing expense 2,180 1,402 3,582 Depreciation 57,106 9,695 66,801 Amortization 43,044 16,514 59,558 Other segment items 1,232 1,144 2,376 Segment operating income $ 107,636 $ 105,716 $ 213,352 Interest expense, net of interest income 55,752 Income before income tax $ 157,600 (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (2) Exclusive of depreciation and amortization. (3) The payroll and related expense does not include amounts capitalized on the balance sheet or included within cost of revenues. (4) Other segment items for each segment includes: (i) Games - Other miscellaneous expenses. (ii) FinTech - Other miscellaneous expenses. Measurement and Uses of Reported Segment Profit or Loss The accounting policies of our segments are the same as those described in the summary of significant accounting policies. The CODM evaluates the performance of our operating segments based on segment operating income or loss. The CODM makes use of segment operating income or loss predominantly in the annual budget and forecasting process when making decisions about allocating capital and personnel to our segments. (1) (2) (3) (4) 115 The following table presents segment information (in thousands): At December 31, 2024 2023 Total assets Games $ 925,861 $ 931,322 FinTech 996,048 1,192,548 Total assets $ 1,921,909 $ 2,123,870 For the year ended December 31, 2024, cash paid for capital expenditures totaled $156.4 million, of which $124.8 million and $31.6 million was related to our Games and FinTech businesses, respectively. For the year ended December 31, 2023, cash paid for capital expenditures totaled $145.1 million, of which $117.0 million and $28.1 million, was related to our Games and FinTech businesses, respectively. Major customers. For the years ended December 31, 2024, 2023, and 2022, no single customer accounted for more than 10% of our revenues. 20. SUBSEQUENT EVENTS As of the date of the filing of our consolidated financial statements, we had not identified, and were not aware of, any material subsequent events that occurred for the year ended December 31, 2024. 116 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report on Form 10-K, the Company’s disclosure controls and procedures are effective such that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting The Company’s management, including its Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Due to inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, utilizing the criteria described in the “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management has concluded that our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2024. Our independent registered public accounting firm, PricewaterhouseCoopers, LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting, as stated in the firm’s attestation report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. (a) None. (b) Todd A. Valli, Senior Vice President, Corporate Finance and Tax & Chief Accounting Officer, on December 9, 2024 entered into a Rule 10b5-1 trading arrangement intended to satisfy Rule 10b5-1(c) to purchase and sell 30,000 shares of Company common stock between March 10, 2025 and April 22, 2025, subject to certain limit orders, all of which shares were to be acquired upon the exercise of employee stock option awards that were set to expire on April 22, 2025. There were no other Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company during the three months ended December 31, 2024. 117 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 118 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information regarding our directors, executive officers, and certain corporate governance related matters including our Code of Business Conduct, Standards and Ethics is contained under the headings “Proposal 1,” “Executive Officers,” and “Board and Corporate Governance Matters,” “Insider Trading Policy,” and to the extent applicable, “Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement to be filed with the SEC in connection with our 2025 annual meeting of stockholders (the “2025 Proxy Statement”) is incorporated herein by reference. Item 11. Executive Compensation. The information regarding director compensation and executive officer compensation contained under the headings “Board and Corporate Governance Matters — Compensation Committee Interlocks and Insider Participation,” “Board and Corporate Governance Matters — Director Compensation,” “Executive Compensation,” “Pay Ratio,” and “Pay Versus Performance” in the 2025 Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information regarding share ownership contained under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the 2025 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information regarding director independence and related party transactions under the headings “Board and Corporate Governance Matters — Director Independence” and “Certain Relationships and Related Transactions — Transactions with Related Persons,” respectively, in the 2025 Proxy Statement is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information regarding audit fees, audit-related fees, tax fees, all other fees, and the Audit Committee’s policies and procedures on pre- approval of audit and permissible non-audit services of independent auditors contained under the heading “Ratification of the Appointment of Independent Registered Public Accounting Firm” in the 2025 Proxy Statement is incorporated herein by reference. 119 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10‑K: 1. Financial Statements Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers, LLP; Boston, MA; PCAOB ID: 238) 63 Report of Independent Registered Public Accounting Firm (Ernst & Young, LLP; Las Vegas, NV; PCAOB ID: 42) 66 Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Las Vegas, NV; PCAOB ID: 243) 67 Consolidated Statements of Operations and Comprehensive Income for the three years ended December 31, 2024, 2023 and 2022 68 Consolidated Balance Sheets as of December 31, 2024 and 2023 70 Consolidated Statements of Cash Flows for the three years ended December 31, 2024, 2023 and 2022 71 Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2024, 2023, and 2022 72 Notes to Consolidated Financial Statements 73 2. Financial Statement Schedules All schedules have been omitted as they are either not required or not applicable or the required information is included in the Consolidated Financial Statements or notes thereto. 3. See Item 15(b) (b) Exhibits: Exhibit Number Exhibit Description +#2.1 Agreement and Plan of Merger, dated as of July 26, 2024, by and among International Game Technology PLC, Ignite Rotate LLC, Everi Holdings Inc., Voyager Parent, LLC, and Voyager Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on July 26,2024). 3.1 Amended and Restated Certificate of Incorporation of Everi Holdings (incorporated by reference to Exhibit 3.1 of Amendment No.1 Everi Holdings’ Registration Statement on Form S-1 (Registration No. 333-123514) filed with the SEC on May 26, 2005). 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Everi Holdings (incorporated by reference to Exhibit 3.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on April 30, 2009). 3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Everi Holdings (incorporated by reference to Exhibit 3.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on August 14, 2015). 3.4 Second Amended and Restated Bylaws of Everi Holdings (effective as of August 24, 2015) (incorporated by reference to Exhibit 3.2 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on August 14, 2015). 120 Exhibit Number Exhibit Description 4.1 Indenture (and Form of 5.000% Senior Unsecured Notes due 2029 attached as Exhibit A thereto), dated as of July 15, 2021, by and among Everi Holdings Inc., certain of its wholly owned subsidiaries, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on July 15, 2021). 4.2 Indenture (and Form of 7.50% Senior Note due 2025 attached as Exhibit A thereto), dated as of December 5, 2017, by and among Everi FinTech, Everi Holdings, certain of its wholly owned subsidiaries, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on December 5, 2017). 4.3 First Supplemental Indenture, dated as of December 13, 2019, by and among Everi FinTech, Everi Holdings, certain of its wholly owned subsidiaries, as guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 1.2 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on December 17, 2019). *4.4 Description of Securities 10.1 Fifth Amendment to Credit Agreement, dated February 2, 2021, among Everi Payments Inc., as borrower, Everi Holdings Inc., as parent, the subsidiary guarantors party thereto, and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on February 2, 2021 ). 10.2 Employment Agreement with Kate C. Lowenhar-Fisher, dated March 10, 2021 (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on March 15, 2021). 10.3 Credit Agreement, dated as of August 3, 2021, among the Company, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender and a letter of credit issuer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 3, 2021). 10.4 Security Agreement, dated August 3, 2021, among the Company, as a guarantor, the subsidiary guarantors party thereto, and Jefferies Finance LLC, as collateral agent, related to the Credit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on August 3, 2021). 10.5 Guaranty, dated August 3, 2021, among the Company, as a guarantor, the subsidiary guarantors party thereto, and Jefferies Finance LLC, as collateral agent, related to the Credit Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on August 3, 2021). 10.6 Credit Agreement, dated as of May 9, 2017, among Everi FinTech, Everi Holdings, the lenders party thereto and Jefferies Finance LLC, as administrative agent, collateral agent, swing line lender, letter of credit issuer, sole lead arranger and sole book manager (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017). 10.7 Security Agreement, dated as of May 9, 2017, among Everi FinTech, Everi Holdings, as a guarantor, the subsidiary guarantors party thereto, and Jefferies Finance LLC, as collateral agent, related to the Credit Agreement (incorporated by reference to Exhibit 10.2 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017). 10.8 Guaranty, dated May 9, 2017, by Everi Holdings, as a guarantor, and the subsidiary guarantors party thereto, in favor of the lenders party from time to time to the Credit Agreement and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.3 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017). 10.9 First Amendment to Credit Agreement, dated November 13, 2017, among Everi FinTech, Everi Holdings, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on November 13, 2017). 121 Exhibit Number Exhibit Description 10.10 American State Bank Sponsorship Agreement, dated February 11, 2011, between Everi FinTech and American State Bank (incorporated by reference to Exhibit 10.54 of Everi Holdings’ Annual Report on Form 10-K filed with the SEC on March 14, 2011). †10.11 Everi Holdings 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K of Everi FinTech filed with the SEC on March 10, 2005). †10.12 Form of Stock Option Award for Performance Price Vesting under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014). †10.13 Form of Stock Option Award for Cliff Vesting under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014). †10.14 Form of Stock Option Award for Non-Employee Directors under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014). †10.15 Form of Stock Option Award for Executives under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014). †10.16 Form of Stock Option Award for Employees under the 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014). †10.17 Everi Holdings Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Everi Holdings’ Form S-8 filed with the SEC on May 19, 2021). †10.18 Form of Stock Option Agreement under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.19 Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.20 Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Executives under the Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.21 Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.22 Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Executives under the Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.23 Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Employees under the Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.24 Everi Holdings 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Everi Holdings’ Current Report on Form S-8 filed with the SEC on March 16, 2015). †10.25 Amendment to the Everi Holdings 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to Everi Holdings’ Current Report on Form S-8 filed with the SEC on March 16, 2015). 122 Exhibit Number Exhibit Description †10.26 Form of Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.27 Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.28 Form of Stock Option Award (Performance-Based) (Double-Trigger Acceleration) for Executives under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.29 Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.30 Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Executives under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.31 Form of Stock Option Award (Time-Based) (Double-Trigger Acceleration) for Employees under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 10, 2016). †10.32 Amended and Restated Employment Agreement with Michael Rumbolz (effective May 5, 2017) (incorporated by reference to Exhibit 10.4 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 9, 2017). †10.33 Notice of Grant of Stock Option with Michael Rumbolz, dated February 13, 2016 (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on February 16, 2016). †10.34 Form of Notice of Stock Option Award and Stock Option Award Agreement for Michael Rumbolz (effective August 30, 2010) (incorporated by reference to Exhibit 10.3 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on September 2, 2010). 10.35 Second Amendment to Credit Agreement, dated May 17, 2018, among Everi FinTech, Everi Holdings, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on May 17, 2018). †10.36 First Amendment to Amended and Restated Employment Agreement with Michael Rumbolz (effective February 1, 2019) (incorporated by reference to Exhibit 10.40 of Everi Holdings’ Annual Report on Form 10-K filed with the SEC on March 12, 2019). †10.37 Notice of Grant of Restricted Stock Units (Time-Based) under the 2014 Equity Incentive Plan for Michael Rumbolz (effective February 1, 2019) (incorporated by reference to Exhibit 10.41 of Everi Holdings’ Annual Report on Form 10-K filed with the SEC on March 12, 2019). †10.38 Employment Agreement with Dean A. Ehrlich (effective January 1, 2017) (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on May 9, 2018). †10.39 Form of Deferred Restricted Stock Units Agreement for Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). †10.40 Form of Notice of Grant of Deferred Restricted Stock Units for the Non-Employee Directors under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). 123 Exhibit Number Exhibit Description †10.41 Form of Deferred Restricted Stock Units Agreement for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). †10.42 Form of Notice of Grant of Deferred Restricted Stock Units Agreement for Non-Employee Directors under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). †10.43 Form of Restricted Stock Units Agreement under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). †10.44 Form of Notice of Grant of Restricted Stock Units (Performance-Based) for Executives under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). †10.45 Form of Notice of Grant of Restricted Stock Units (Time-Based) under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). †10.46 Form of Notice of Grant of Restricted Stock Units (Time-Based) for Executives under the 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018). †10.47 Form of Indemnification Agreement between Everi Holdings and each of its executive officers and directors (incorporated by reference to Exhibit 10.2 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on May 7, 2019). †10.48 Form of Notice of Grant of Restricted Stock Units (Performance-Based) for Executives under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on August 6, 2019). 10.49 Third Amendment to Credit Agreement, dated December 12, 2019, among Everi FinTech, Everi Holdings, the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 1.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on December 17, 2019). †10.50 Fourth Amendment to Credit Agreement, dated April 21, 2020, among Everi Payments Inc., as borrower, Everi Holdings Inc., as parent, the subsidiary guarantors party thereto, the lenders party thereto, and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on April 21, 2020). †10.51 Term Loan Credit Agreement, dated April 21, 2020, among Everi Payments Inc., as borrower, Everi Holdings Inc., as parent, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on April 21, 2020). †10.52 Form of Notice of Grant of Restricted Stock Units (Time-Based) for Cliff Vesting under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.53 Form of Notice of Grant of Restricted Stock Units (Time-Based) for Cliff Vesting for Executives under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of Everi Holdings’ Quarterly Report on Form 10- Q filed with the SEC on June 2, 2020). †10.54 Form of Notice of Grant of Restricted Stock Units (Time-Based) for Executives under the Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). 124 Exhibit Number Exhibit Description †10.55 Second Amendment to the Amended and Restated Employment Agreement with Michael D. Rumbolz (effective April 1, 2020) (incorporated by reference to Exhibit 10.6 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.56 Notice of Grant of Restricted Stock Units (Time-Based) under the Amended and Restated 2014 Equity Incentive Plan for Michael D. Rumbolz (effective April 1, 2020) (incorporated by reference to Exhibit 10.7 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.57 Amended and Restated Employment Agreement with Randy L. Taylor (effective April 1, 2020) (incorporated by reference to Exhibit 10.8 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.58 Notice of Grant of Restricted Stock Units (Time-Based) under the Amended and Restated 2014 Equity Incentive Plan for Randy L. Taylor (effective April 1, 2020) (incorporated by reference to Exhibit 10.9 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.59 Amended and Restated Employment Agreement with David J. Lucchese (effective April 1, 2020) (incorporated by reference to Exhibit 10.12 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.60 First Amendment to Employment Agreement with Dean A. Ehrlich (effective April 1, 2020) (incorporated by reference to Exhibit 10.13 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.61 Employment Agreement with Mark F. Labay (effective April 1, 2020) (incorporated by reference to Exhibit 10.14 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.62 Employment Agreement with Darren D.A. Simmons (effective January 1, 2019) (incorporated by reference to Exhibit 10.15 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). †10.63 First Amendment to Employment Agreement with Darren D.A. Simmons (effective April 1, 2020) (incorporated by reference to Exhibit 10.16 of Everi Holdings’ Quarterly Report on Form 10-Q filed with the SEC on June 2, 2020). +10.64 First Amendment to Sponsorship Agreement (effective March 11, 2013) between Prosperity Bank, successor by merger to American State Bank, and Everi FinTech (incorporated by reference to Exhibit 10.60 of Everi Holdings’ Annual Report on Form 10-K filed on March 15, 2021). +10.65 Second Amendment to Sponsorship Agreement (effective September 10, 2013) between Prosperity Bank, successor by merger to American State Bank, and Everi Fin Tech (incorporated by reference to Exhibit 10.61 of Everi Holdings’ Annual Report on Form 10-K filed on March 15, 2021). 10.66 Third Amendment to the Sponsorship Agreement (effective October 31, 2014) between Prosperity Bank, successor by merger to American State Bank, and Everi FinTech (incorporated by reference to Exhibit 10.62 of Everi Holdings’ Annual Report on Form 10-K filed on March 15, 2021). †10.67 Executive Chairman Agreement with Michael D. Rumbolz (effective April 1, 2022) (incorporated by reference to Exhibit 10.68 of Everi Holdings’ Annual Report on Form 10-K filed on March 1, 2022). †10.68 Employment Agreement with Randy L. Taylor (effective April 1, 2022) (incorporated by reference to Exhibit 10.69 of Everi Holdings’ Annual Report on Form 10-K filed on March 1, 2022). 10.69 Fourth Amendment to the Sponsorship Agreement (effective February 1, 2022) between Prosperity Bank, successor by merger to American State Bank, and Everi FinTech (incorporated by reference to Exhibit 10.70 of Everi Holdings' Annual Report on Form 10-K filed on March 1, 2023). 125 Exhibit Number Exhibit Description †10.70 Executive Chair Agreement with Michael D. Rumbolz (effective April 1, 2023) (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on April 3, 2023). 10.71 First Amendment to Credit Agreement, dated June 23, 2023, among Everi Holdings Inc., as borrower, and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Everi Holdings’ Current Report on Form 8-K filed with the SEC on June 29, 2023). †10.72 Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan dated May 22, 2024 (incorporated by reference to Exhibit 10.1 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2024). +#10.73 Separation and Sale Agreement, dated as of July 26, 2024, by and among International Game Technology PLC, Ignite Rotate LLC, Everi Holdings Inc., and Voyager Parent, LLC. (incorporated by reference to Exhibit 10.1 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on July 26, 2024). +#10.74 Support Agreement, dated as of July 26, 2024, by and among International Game Technology PLC, Ignite Rotate LLC, Everi Holdings Inc., De Agostini S.p.A., and Voyager Parent, LLC. (incorporated by reference to Exhibit 10.2 to Everi Holdings Inc.’s Current Report on Form 8-K filed with the SEC on July 26, 2024). 16.1 Letter to Securities and Exchange Commission from BDO USA, LLP, dated March 9, 2023 (incorporated by reference to Exhibit 16.1 of Everi Holdings’ Current Report on Form 8-K (filed on March 9, 2023). 16.2 Letter to Securities and Exchange Commission from Ernst & Young, LLP, dated May 31, 2024 (incorporated by reference to Exhibit 16.1 of Everi Holdings’ Current Report on Form 8-K (filed on May 31, 2024). *19.1 Insider Trading Policy *21.1 Subsidiaries of Everi Holdings Inc. *23.1 Consent of PricewaterhouseCoopers, LLP *23.2 Consent of Ernst & Young, LLP *23.3 Consent of BDO USA, P.C. *24.1 Power of Attorney (included on signature page). *31.1 Certification of Randy L. Taylor, President and Chief Executive Officer of Everi Holdings in accordance with Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Mark F. Labay, Chief Financial Officer of Everi Holdings in accordance with Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **32.1 Certification of the Chief Executive Officer and Chief Financial Officer of Everi Holdings in accordance with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Rule 10D-1 Clawback Policy (incorporated by reference to Exhibit 97.1 of Everi Holdings’ Annual Report on Form 10K filed on February 29, 2024) *101.INS XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *101.SCH Inline XBRL Taxonomy Extension Schema Document. 126 Exhibit Number Exhibit Description *101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101). * Filed herewith. ** Furnished herewith. † Management contracts or compensatory plans or arrangements. # Certain information was redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. + Portions of the exhibit have been omitted pursuant to the rules and regulations of the SEC. Item 16. Form 10-K Summary. None. 127 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. March 3, 2025 EVERI HOLDINGS INC. (Date) (Registrant) By: /s/ TODD A. VALLI Todd A. Valli Senior Vice President, Chief Accounting Officer (For the Registrant and as Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randy L. Taylor, Mark F. Labay, and Todd A. Valli and each of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature Title Date /s/ RANDY L. TAYLOR President and Chief Executive Officer and Director March 3, 2025 Randy L. Taylor (Principal Executive Officer) /s/ MARK F. LABAY Executive Vice President, Chief Financial Officer March 3, 2025 Mark F. Labay (Principal Financial Officer) and Treasurer /s/ TODD A. VALLI Senior Vice President, Chief Accounting Officer March 3, 2025 Todd A. Valli (Principal Accounting Officer) /s/ MICHAEL D. RUMBOLZ Executive Chair of the Board March 3, 2025 Michael D. Rumbolz Director /s/ ATUL BALI Lead Independent Director March 3, 2025 Atul Bali /s/ GEOFFREY P. JUDGE Director March 3, 2025 Geoffrey P. Judge /s/ LINSTER W. FOX Director March 3, 2025 Linster W. Fox /s/ MAUREEN T. MULLARKEY Director March 3, 2025 Maureen T. Mullarkey /s/ SECIL TABLI WATSON Director March 3, 2025 Secil Tabli Watson /s/ PAUL FINCH Director March 3, 2025 Paul Finch /s/ DEBRA L. NUTTON Director March 3, 2025 Debra L. Nutton 128 Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Everi Holdings Inc. (“Everi,” the “Company,” “we,” “us” or “our”) has one class of securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.001 per share (the “common stock”). DESCRIPTION OF COMMON STOCK General Our authorized common stock consists of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value $0.001 per share. The principal stock exchange on which our common stock is listed is the New York Stock Exchange under the symbol “EVRI.” All outstanding shares of common stock are validly issued, fully paid and nonassessable. The following description of the terms of our common stock is not complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation (“Certificate of Incorporation”), our amended and restated bylaws (“Bylaws”), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. Voting Rights The holders of common stock are entitled to one vote per share on all matters, including the election of directors. Our Certificate of Incorporation and Bylaws provide that the directors shall be divided into three classes constituting the entire board of directors (the “Board”). The members of each class of directors is elected each year, a greater number of shares is required to ensure the ability to elect a specific number of directors than would be required if the entire Board were elected each year. Dividend and Liquidation Rights Holders of common stock are entitled to receive ratably such dividends as may be declared by the Board from funds legally available therefore. In the event of liquidation, dissolution or winding up of the Company holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and satisfaction of any preferential rights of the holders of the preferred stock. Other Rights Holders of common stock have no preemptive, subscription or conversion rights. There are no redemption or sinking fund provisions except with respect to certain redemption rights the Company may exercise to comply with gaming laws as set forth in our Certificate of Incorporation, and there is no liability or further calls or assessments by the Company. Preferred Stock The Board has the authority, without any further action by stockholders, to issue 50,000,000 shares of preferred stock in one or more series with dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and other rights or preferences that could be senior to those of holders of common stock. There are no shares of preferred stock outstanding. Anti-Takeover Effects of Delaware Law, Our Certification of Incorporation, and Our Bylaws. We are subject to Section 203 of the Delaware General Corporation Law, or DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of the Board or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us, and the interested stockholder and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. The restrictions contained in Section 203 are not applicable to any of our existing stockholders. In addition, our Certificate of Incorporation and Bylaws include a number of provisions that may have the effect of discouraging persons from pursuing non-negotiated takeover attempts. These provisions include: • a classified Board; • a requirement that directors may only be removed for cause and only by an affirmative vote of the holders of a majority of the Company’s voting stock; and • the inability of stockholders to call special meetings and to act without a meeting. Subject to the exceptions set forth below, certain business combinations involving a “Related Person” require the approval of the holders of at least 80% of the outstanding shares entitled to vote generally in the election of directors (which we refer to as “voting shares”) and the approval of the holders of a majority of the voting shares not owned beneficially by the Related Person. The 80% voting requirement does not apply if: • the terms of the business combination meet certain fairness standards set forth in our Certificate of Incorporation; • the business combination is approved by the holders of a majority of the voting shares not owned beneficially by the Related Person; and • all other affirmative voting requirements imposed by applicable law or our Certificate of Incorporation are met. Alternatively, the business combination can be approved by a majority of the “Continuing Directors” and such other vote as may be required by law or by our Certificate of Incorporation. “Related Person” means any person, entity or group that beneficially owns five percent or more of the outstanding voting stock (subject to certain exceptions) and affiliates and associates of any such person, entity or group. “Continuing Director” means, as to any Related Person: • a member of the Board who was a director of the Company’s predecessor prior to June 9, 1987 or thereafter became a director of the Company prior to the time the Related Person became a Related Person; and • any successor of such a director who is recommended by a majority of such directors then on the Board. However, to be a Continuing Director as to any Related Person, the director must not be the Related Person or an affiliate of the Related Person. Forum Selection Provision Our Bylaws provide that unless Everi otherwise consents in writing, the sole and exclusive forum for any shareholder to bring: (i) any derivative action or proceeding brought on behalf of Everi, (ii) any action asserting a claim of breach of a fiduciary duty to Everi or Everi’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or Everi’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware). Exhibit 19.1 EVERI HOLDINGS INC. INSIDER TRADING POLICY (As of February 16, 2023) I. Trading in Company Securities While in Possession of Material Nonpublic Information is Prohibited The purchase or sale of securities by any person who possesses material nonpublic information is a violation of federal and state securities laws. Furthermore, it is important that the appearance, as well as the fact, of trading on the basis of material nonpublic information be avoided. Therefore, it is the policy of Everi Holdings Inc. (the “Company”) that any person subject to this Policy who possesses material nonpublic information pertaining to the Company may not trade in the Company’s securities, advise anyone else to do so, or communicate the information to anyone else until you know that the information has been disseminated to the public. No director, officer, employee or consultant of the Company who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities over which the individual has or shares direct or indirect voting or investment control, ● buy, sell, gift, or otherwise trade securities of the Company, other than pursuant to a trading plan that complies with Rule 10b5-1 promulgated by the Securities and Exchange Commission (“SEC”), ● engage in any other action to take personal advantage of that information, or ● pass that information on to others outside the Company, including friends and family (a practice referred to as “tipping”). In addition, it is the policy of the Company that no officer, director, employee or consultant who, in the course of working for the Company, learns of material nonpublic information of another company with which the Company does business, such as a customer or supplier, may trade in that company’s securities until that information becomes public or is no longer material. II. All Employees, Officers, Directors and their Family Members and Affiliates Are Subject to this Policy This Policy applies to all directors, officers, employees and consultants of the Company and its subsidiaries. For the purposes of this Policy, officers, outside directors and consultants are included within the term “employee.” This Policy also applies to any other persons whom the Company’s insider trading Compliance Officer Group may designate because they have access to material nonpublic information concerning the Company, as well as any person who receives material nonpublic information from any Company director, officer, employee, or consultant. This Policy applies to family members who reside with employees, officers, directors or consultants, (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in such persons’ household and any family members who do not live in their household but whose transactions in the Company’s securities are directed by consultants, employees, officers and directors or are subject to the control or influence by such persons, such as parents or children who consult with such persons before they trade in the Company’s securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in the Company’s securities, and you should treat all such transactions for purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members. This Policy also applies to any entities (such as trusts, limited partnerships and corporations) over which employees, officers and directors have or share voting or investment control (collectively referred to as “Controlled Entities”), and transactions by Controlled Entities should also be treated for purposes of this Policy and applicable securities laws as if they were for your own account. III. Executive Officers, Directors and Certain Named Employees Are Subject to Additional Restrictions A. Section 16 Insiders. The Company has designated certain persons who are subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the underlying rules and regulations promulgated by the SEC. Each such person is referred to herein as a “Section 16 Insider.” The Company will maintain a list of Section 16 Insiders and amend such list from time to time as necessary to reflect the addition and the resignation or departure of Section 16 Insiders. B. Access Persons. The Company will maintain a list of other employees who, by virtue of their position, have frequent access to material nonpublic information concerning the Company, particularly nonpublic information concerning quarterly operating results, or who perform an operational role, such as head of a division or business unit, that is material to the Company as a whole (“Access Persons”). The Company will maintain and amend such list from time to time as necessary to reflect the addition and the resignation or departure of Access Persons. C. Additional Restrictions. Because Section 16 Insiders and Access Persons are more likely than other employees to possess material nonpublic information about the Company, and in light of the reporting requirements to which Section 16 Insiders are subject under Section 16 of the Exchange Act, Section 16 Insiders and Access Persons are subject to the additional restrictions set forth in Appendix I hereto. For purposes of this Policy, Section 16 Insiders and Access Persons are each referred to as “Insiders.” IV. Insider Trading Compliance Officer Group The Company has designated Randy L. Taylor, its Chief Executive Officer and Director, as its Insider Trading Compliance Officer, and has designated certain individuals as recommended by the Compliance Officer (collectively, the “Compliance Officer Group”) to monitor the activities of Section 16 Insiders. The duties of the Compliance Officer Group include the following: ● Administering this Policy and monitoring and enforcing compliance with its provisions and procedures. ● Responding to all inquiries relating to this Policy and its procedures. ● Designating and announcing special trading blackout periods during which no Insiders may trade in Company securities. ● Providing copies of this Policy and other appropriate materials to all current and new directors, officers and employees, and such other persons as the Compliance Officer Group determines have access to material nonpublic information concerning the Company. ● Administering, monitoring and enforcing compliance with federal and state insider trading laws and regulations; and assisting in the preparation and filing of all required SEC reports relating to trading in Company securities, including without limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G. ● Selecting and approving designated brokers through which Insiders are authorized to trade Company securities. ● Revising this Policy as necessary to reflect changes in federal or state insider trading laws and regulations. ● Maintaining as Company records originals or copies of all documents required by the provisions of this Policy or the procedures set forth herein, and copies of all required SEC reports relating to insider trading, including without limitation Forms 3, 4, 5 and 144 and Schedules 13D and 13G. ● Maintaining the lists of Section 16 Insiders and Access Persons and updating such lists periodically as necessary to reflect additions or deletions. The Compliance Officer may designate one or more individual(s) who may perform the Compliance Officer’s duties in the event that the Compliance Officer is unable or unavailable to perform such duties. In fulfilling the duties under this Policy, the Compliance Officer, or his/her designee(s), such as the Compliance Officer Group, among other designees, as applicable, shall be authorized to consult with the Company’s outside counsel. V. Applicability of This Policy to Transactions in Company Securities A. General Rule. This Policy applies to all transactions in the Company’s securities, including common stock, options to purchase common stock and any other securities the Company may issue from time to time, such as preferred stock, convertible notes, warrants and convertible debentures, as well as derivative securities relating to the Company’s stock, whether or not issued by the Company, such as exchange-traded options or swaps. For purposes of this Policy, the term “trade” includes any transaction in the Company’s securities, including gifts and pledges. B. Employee Benefit Plans Equity Incentive Plans. The trading prohibitions and restrictions set forth in this Policy do not apply to the exercise of stock options or other equity awards for cash, but do apply to all sales of securities acquired through the exercise of stock options or other equity awards. Thus, this Policy does apply to the same-day sale (cashless exercise) of Company stock options. Tax Withholding Rights. The trading prohibitions and restrictions set forth in this Policy do not apply to the exercise of tax withholding rights pursuant to which an officer or other employee elects to have the Company withhold shares of Company securities to satisfy any tax withholding requirements. VI. Definition of “Material Nonpublic Information” A. “Material.” Information about the Company is “material” if it would be expected to affect the investment or voting decisions of a reasonable shareholder or investor, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about the Company. In simple terms, material information is any type of information which could reasonably be expected to affect the market price of the Company’s securities. Both positive and negative information may be material. While it is not possible to identify all information that would be deemed material, the following types of information ordinarily would be considered material: ● Financial performance, especially quarterly and year-end operating results, and significant changes in financial performance or liquidity. ● Company projections and strategic plans. ● Potential mergers or acquisitions, the sale of Company assets or subsidiaries or major partnering agreements. ● New major contracts, orders, suppliers, customers or financing sources or the loss thereof. ● Major discoveries or significant changes or developments in products or product lines, research or technologies. ● Significant changes or developments in supplies or inventory, including significant vendor problems, product defects, recalls or product returns. ● Significant pricing changes on key products/services. ● Stock splits, public or private securities/debt offerings, or changes in Company dividend policies or amounts. ● Significant changes in senior management or membership of the Board of Directors. ● Significant labor disputes or negotiations. ● Actual or threatened major litigation, or the resolution of such litigation. ● Substantial contracts not in the ordinary course of business. ● Receipt or denial of regulatory approval for products or services. ● Major marketing changes. ● Changes in auditors. ● Establishment of a repurchase program for the Company’s securities. ● Significant cyber security event or breach, including data breach. B. “Nonpublic.” Material information is “nonpublic” if it has not been widely disseminated to the general public through a report filed with the SEC or through major newswire services, national news services or financial news services and the investing public has had sufficient time to fully absorb the information. Selective disclosure to a few persons does not make information public. In addition, the fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient to be considered widely disseminated even when the information is accurate. For purposes of this Policy, information will be considered public after the close of trading on the second full trading day following the Company’s widespread public release of the information. C. Consult the Compliance Officer Group When in Doubt. Any employees who are unsure whether the information that they possess is material or nonpublic must consult the Compliance Officer Group for guidance before trading in any Company securities. VII. Employees May Not Disclose Material Nonpublic Information to Others or Make Recommendations Regarding Trading in Company Securities No employee may disclose material nonpublic information concerning the Company to any other person (including family members) where such information may be used by such person to his or her advantage in the trading of the securities of companies to which such information relates, a practice commonly known as “tipping.” No employee or related person may make recommendations or express opinions as to trading in the Company’s securities while in possession of material nonpublic information, except that such person may advise others not to trade in the Company’s securities if doing so might violate the law or this Policy. VIII. Employees May Not Participate in Chat Rooms Employees are prohibited from posting messages or otherwise participating in chat room discussions, blogs or other Internet forums regarding the Company’s securities or business. IX. Only Designated Company Spokespersons Are Authorized to Disclose Material Nonpublic Information The Company is required under the federal securities laws to avoid the selective disclosure of material nonpublic information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad dissemination of the information immediately upon its release. Employees may not, therefore, disclose material information to anyone outside the Company, including family members and friends, other than in accordance with those established procedures. Any inquiries from outsiders regarding material nonpublic information about the Company should be forwarded to the Compliance Officer Group. X. Certain Types of Transactions Are Prohibited Following the effective date of this Policy, the entry into the following types of transactions will be prohibited. A. Short Sales. Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this Policy. In addition, Section 16(c) of the Exchange Act expressly prohibits executive officers and directors from engaging in short sales. B. Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore may create the appearance that the director or employee is trading based on inside information. Transactions in options also may focus the director’s or employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities involving the Company’s stock, on an exchange or in any other organized market, are prohibited by this Policy. Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.” C. Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the employee may no longer have the same objectives as the Company’s other shareholders. Therefore, such transactions involving the Company’s securities are prohibited by this Policy. D. Margin Accounts and Pledges. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities, directors, officers and other employees are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. XI. The Company May Suspend All Trading Activities by Employees From time to time the Company may impose a “blackout” period during which time some or all of the Company’s employees may not buy or sell the Company’s securities. The Compliance Officer Group will impose such a blackout period if, in his judgment, there exists nonpublic information that would make trades by the Company’s employees (or certain of the Company’s employees) inappropriate in light of the risk that such trades could be viewed as violating applicable securities laws. All those affected shall not trade in the Company’s securities while the blackout period is in effect, and shall not disclosure to others that the Company has suspended trading for certain individuals. If the Company declares a blackout period to which you are subject, the Compliance Officer Group will notify you when the blackout begins and when it ends. XII. Violations of Insider Trading Laws or This Policy Can Result in Severe Consequences A. Civil and Criminal Penalties. The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay civil penalties of up to three times the profit made or loss avoided, face private action for damages, as well as being subject to criminal penalties, including up to 20 years in prison and fines of up to $5 million. The Company and/or the supervisors of the person violating the rules may also be required to pay major civil or criminal penalties. B. Company Discipline. Violation of this Policy or federal or state insider trading laws by any director, officer, employee or consultant may subject the director to removal proceedings and the officer or employee to disciplinary action by the Company, including termination for cause. C. Reporting Violations. Any person who violates this Policy or any federal or state laws governing insider trading or knows of any such violation by any other person, must report the violation immediately to the Compliance Officer Group or the Audit Committee of the Company’s Board of Directors. Upon learning of any such violation, the Compliance Officer Group or Audit Committee, in consultation with the Company’s legal counsel, will determine whether the Company should release any material nonpublic information or whether the Company should report the violation to the SEC or other appropriate governmental authority. XIII. Every Individual Is Responsible Every employee has an individual responsibility to comply with this Policy. An employee may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the material nonpublic information and even though the employee believes that he or she may suffer an economic loss or forego anticipated profit by waiting. XIV. This Policy Continues to Apply Following Termination of Employment This Policy continues to apply to transactions in the Company’s securities even after termination of employment. If an employee is in possession of material nonpublic information when his or her employment terminates, he or she may not trade in the Company’s securities until that information has become public or is no longer material. XV. The Compliance Officer Group Is Available to Answer Questions about this Policy Please direct all inquiries regarding any of the provisions or procedures of this Policy to the Compliance Officer Group. XVI. This Policy Is Subject to Revision The Company may change the terms of this Policy from time to time to respond to developments in law and practice. The Company will take steps to inform all affected persons of any material change to this Policy. XVII. All Employees Must Acknowledge Their Agreement to Comply with This Policy This Policy will be made available on the Company’s intranet and delivered to all employees upon its adoption or material revision by the Company, and to all new other employees at the start of their employment or relationship with the Company. Upon first receiving a copy of the Policy or any revised versions, each employee must sign an acknowledgment that he or she has received a copy and agrees to comply with the Policy’s terms. This acknowledgment and agreement will constitute consent for the Company to impose sanctions for violation of this Policy and to issue any necessary stop-transfer orders to the Company’s transfer agent to enforce compliance with this Policy. XVIII. Company Transactions From time to time, the Company may engage in transactions in its own securities. It is the Company's policy to comply with all applicable securities and state laws (including appropriate approvals by the Board of Directors or appropriate committee, if required) when engaging in transactions in Company securities. APPENDIX I Special Restrictions on Transactions in Company Securities by Executive Officers, Directors and Access Persons I. Overview To minimize the risk of apparent or actual violations of the rules governing insider trading, we have adopted these special restrictions relating to transactions in Company securities by Insiders. As with the other provisions of this Policy, Insiders are responsible for ensuring compliance with this Appendix I, including restrictions on all trading during certain periods, by Family Members and by Controlled Entities. Insiders should provide each of these persons or entities with a copy of this Policy. II. Trading Window In addition to the restrictions that are applicable to all employees, any trade by an Insider that is subject to the Insider Trading Policy will be permitted only during an open “trading window.” The trading window generally opens upon the opening of trading on the second (2nd) full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and closes at the close of trading on the fifteenth (15th) day of the last month of the fiscal quarter in which the earnings were released. In addition to the times when the trading window is scheduled to be closed, the Company may impose a special blackout period at its discretion in accordance with Section XI of the Insider Trading Policy due to the existence of material nonpublic information, such as a pending acquisition, that is likely to be widely known among Insiders. Following termination of employment or other service, Insiders will be subject to the trading window for the quarter in which termination occurs, as well as any special blackout period in effect at the time of termination. Even when the trading window is open, Insiders and other Company personnel are prohibited from trading in the Company’s securities while in possession of material nonpublic information. The Company’s Compliance Officer Group will advise Insiders when the trading window opens and closes. III. Individual Account Plan Blackout Periods Certain trading restrictions apply during a blackout period applicable to any Company individual account plan in which participants may hold Company stock (such as the Company’s 401(k) Plan). For purposes of such restrictions, a “blackout period” is a period in which the plan participants are temporarily restricted from making trades in Company stock. During any blackout period, directors and executive officers are prohibited from trading in shares of the Company’s stock that were acquired in connection with such director’s or officer’s service or employment with the Company. Such trading restriction is required by law, and no hardship exemptions are available. The Company will notify directors and executive officers in the event of any blackout period. IV. Pre-Clearance of Trades As part of the Company’s Insider Trading Policy, all purchases and sales of securities of the Company by Insiders, other than transactions that are not subject to the Policy or transactions pursuant to a Rule 10b5-1 trading plan approved in accordance with this Policy, must be pre-cleared by the Compliance Officer Group. The intent of this requirement is to prevent inadvertent violations of the Policy, avoid trades involving the appearance of improper insider trading, facilitate timely Form 4 reporting and avoid transactions that are subject to disgorgement under Section 16(b) of the Exchange Act. Requests for pre-clearance must be submitted to the Compliance Officer Group at least two (2) business days in advance of each proposed transaction in writing. If the Insider submits the request by email and does not receive a response from the Compliance Officer Group within 24 hours, the Insider will be responsible for following up to ensure that the message was received. Transaction details to be reported include: ● Planned transaction date (trade date). ● Trade type: (e.g., purchase, sale, gift, exercise - same-day sale (cashless), exercise and hold (cash), etc.). ● Number of shares involved. ● Grant date, as applicable. ● Grant identification number, as applicable. ● To the extent stock options are involved, the price per share at which the transaction was originally executed (otherwise known as the strike or exercise price), prior to the addition or deduction of brokerage commission and other transaction fees. ● Contact information for the broker who executed the transaction. ● Signature, printed name and title of person requesting pre-clearance. ● Confirmation that the Insider does not possess material nonpublic information. The above-mentioned transaction details must be reported to the designated members of the Company’s Compliance Officer Group, with a copy to the following Company personnel who will assist in preparing your Form 4: Stock Plan Administration – StockPlanAdmin@everi.com. Once the proposed transaction is pre-cleared, the Insider may proceed with it on the approved terms, provided that he or she complies with all other securities law requirements, such as Rule 144 and prohibitions regarding trading on the basis of inside information, and with any special trading blackout imposed by the Company prior to the completion of the trade. If the Insider does not complete execution of the transaction within five business days after obtaining approval, a new request for pre-clearance must be submitted and approved before the transaction may be executed. Notwithstanding the foregoing, if the Insider acquires material nonpublic information concerning the Company prior to the execution of the transaction, the Insider may not execute the transaction. If the Insider is a Section 16 Insider, the Insider and his or her broker will be responsible for immediately reporting the results of the transaction as further described below. In addition, pre-clearance is required for the establishment of a Rule 10b5-1 trading plan. However, pre-clearance will not be required for individual transactions effected pursuant to a pre-cleared Rule 10b5-1 trading plan that specifies or establishes a formula for determining the dates, prices and amounts of planned trades. Of course, the results of transactions effected by a Section 16 Insider under a Rule 10b5-1 trading plan must be reported immediately to the Company since they will be reportable on Form 4 within two (2) business days following the execution of the trade. Notwithstanding the foregoing, any transactions by the Compliance Officer Group shall be subject to pre- clearance by the Chief Financial Officer or, in the event of his or her unavailability, the Chief Executive Officer. V. Designated Brokers Each market transaction in the Company’s stock by a Section 16 Insider, or any person whose trades must be reported by that Insider on Form 4 (such as a member of the Insider’s immediate family who lives in the Insider’s household), must be executed by a broker designated by the Company unless the Insider has received authorization from the Compliance Officer Group to use a different broker. A Section 16 Insider and any broker that handles the Section 16 Insider’s transactions in the Company’s stock will be required to enter into an agreement whereby: ● The Insider authorizes the broker to immediately report directly to the Company the details of all transactions in Company equity securities executed by the broker in the Insider’s account and the accounts of all others designated by the Insider whose transactions may be attributed to the Insider. ● The broker agrees not to execute any transaction for the Insider or any of the foregoing designated persons (other than under a pre-approved Rule 10b5-1 trading plan) until the broker has verified with the Company that the transaction has been pre- cleared. ● The broker agrees to immediately report the transaction details (including transactions under Rule 10b5-1 trading plans) directly to the Company and to the Insider by telephone and in writing (by fax or email). VI. Reporting of Transactions To facilitate timely reporting under Section 16 of the Exchange Act of Insider transactions in Company stock, Section 16 Insiders are required to (a) report the details of each transaction immediately after it is executed and (b) arrange with persons whose trades must be reported by the Section 16 Insider under Section 16 (such as immediate family members living in the Insider’s household) to immediately report directly to the Company and to the Insider the details of any transactions they have in the Company’s stock. Transaction details to be reported include: ● Planned transaction date (trade date). ● Trade type: (e.g., purchase, sale, gift, exercise - same-day sale (cashless), exercise and hold (cash), etc.). ● Number of shares involved. ● Grant date, as applicable. ● Grant identification number, as applicable. ● To the extent stock options are involved, the price per share at which the transaction was originally executed (otherwise known as the strike or exercise price), prior to the addition or deduction of brokerage commission and other transaction fees. ● Contact information for the broker who executed the transaction. ● Signature, printed name and title of person requesting pre-clearance. ● Confirmation that the Insider does not possess material nonpublic information. The above-mentioned transaction details must be reported to the designated members of the Company’s Compliance Officer Group, with a copy to the following Company personnel who will assist in preparing your Form 4: Stock Plan Administration – StockPlanAdmin@everi.com. VII. Modifications to Policy The Board of Directors or a designated committee of the Board of Directors will be responsible for monitoring and recommending any necessary or advisable modifications to the Insider Trading Policy. VIII. Persons Subject to Section 16 Most purchases and sales of Company securities by directors, executive officers and greater-than-10% stockholders are subject to Section 16 of the Exchange Act. The Board of Directors, or its designated committee, will review, at least annually, those individuals who are deemed to be executive officers for purposes of Section 16 compliance, and make any changes regarding such status, as applicable. An executive officer is generally defined as the president, principal financial officer, principal accounting officer or controller, any vice president in charge of a principal business unit, division or function or any other officer or person who performs a policy making function. IX. Form 4 Reporting Under Section 16 of the Exchange Act, most transactions in Company securities by Section 16 Insiders are subject to reporting on Form 4 within two (2) business days following the transaction date (which in the case of an open market trade is the date when the broker places the buy or sell order, not the date when the trade is settled). To facilitate timely reporting, all transactions that are subject to Section 16 must be reported to the Company on the same day as the trade date, or, with respect to transactions effected pursuant to a Rule 10b5-1 trading plan, on the day the Insider is advised of the terms of the transaction. X. Insider Employees The Board of Directors, or its designated committee, will review, at least annually, those individuals deemed to be “Insiders” for purposes of this Appendix I. Insiders shall include Section 16 Insiders and such other persons, including employees and consultants as the Board of Directors, or its designated committee, deems to be Insiders (“Insider Employees”). Generally, an Insider Employee shall be any person who by virtue of his or her position is regularly in possession of material nonpublic information, particularly nonpublic information concerning quarterly operating results, or who performs an operational role, such as head of a division or business unit, that is material to the Company as a whole. XI. Special Guidelines for 10b5-1 Trading Plans Notwithstanding the foregoing, an Insider will not be deemed to have violated the Insider Trading Policy if he or she effects a transaction that meets all of the enumerated criteria below. The Board of Directors recommends that Insiders who desire to trade in the Company’s securities consider using a plan adopted pursuant to Rule 10b5-1 as described herein as one way to conduct such trading. A. The transaction must be made pursuant to a non-discretionary plan (the “Plan”) entered into in good faith that complies with all provisions of Rule 10b5-1 (the “Rule”), including, without limitation: 1. Each Plan must be in the form of a written, binding contract that specifies either: a. the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold, or b. a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold. 2. The Plan must prohibit the Insider and any other person who possesses material nonpublic information from exercising any subsequent influence over how, when, or whether to effect purchases or sales and must state that any person executing Plan transactions may not deviate from Plan instructions. B. Each Plan must be approved prior to the effective time of any transactions under such Plan by the Company’s Rule 10b5-1 Plan Review Committee, which shall be composed of person(s) selected by and serving at the discretion of the Company’s Chief Executive Officer (the “10b5-1 Committee”). The Company reserves the right to withhold approval of any Plan that the 10b5-1 Committee determines, in its sole discretion, 1. fails to comply with the Rule; 2. exposes the Company or the Insider to liability under any other applicable state or federal rule, regulation or law; 3. creates any appearance of impropriety; 4. fails to meet guidelines for such plans established by the Company from time to time; or 5. otherwise fails to satisfy review by the 10b5-1 Committee for any reason. C. Any modifications to the Plan, deviations from the Plan or termination of the Plan without prior approval of the 10b5-1 Committee will result in a failure to comply with the Insider Trading Policy. Any such modification, deviation or termination is subject to the approval of the 10b5-1 Committee in accordance with Section B above. No Plan may be modified more than once in any 12-month period. Each Plan must include representations that: 1. the Insider will only modify the Plan when he or she is not aware of any material nonpublic information about the Company or the securities covered by the Plan and at a time when the Company’s trading window is open with respect to the Insider, and will require that the first transaction following any modification of the Plan will be effected no sooner than the earliest date permissible under the applicable cooling-off period; and 2. any termination of the Plan prior to its fixed termination date or sale of all securities will be made only when the Insider is not aware of material nonpublic information about the Company or the securities covered by the Plan and at a time when the Company’s trading window is open with respect to the Insider. D. Each Plan must: 1. be established at a time when the Insider is not aware of material nonpublic information about the Company or the securities covered by the Plan; and 2. be established at a time when the trading window is open with respect to the Insider; and 3. be established in good faith and not as part of a plan or scheme to evade the insider trading rules; and 4. provide that the first transaction under the Plan will occur no sooner than: For Section 16 Insiders, the later of (i) ninety (90) days following the adoption or modification of such Plan, or (ii) two (2) business days following the disclosure in a periodic report of the Company’s financial results for the fiscal quarter (i.e., Form 10-K or 10-Q, as applicable) in which such Plan was adopted or modified (not to exceed one hundred twenty (120) days following the adoption or modification of such plan); and For non-Section 16 Insiders, thirty (30) days following the adoption or modification of such Plan. Any modification to the amount, price, or timing of the purchase or sale of the securities underlying the Plan will be deemed to be a termination of the current Plan and creation of a new Plan. 1 1 E. Insiders must act in good faith with respect to the Plan for the entirety of its duration. F. If you are a Section 16 Insider, the Plan must include the following certifications: (1) the Section 16 Insider is not aware of any material nonpublic information about the Company or the Company securities; and (2) the Section 16 Insider is adopting the Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act. G. For a given Insider, no more than one Plan can be effecting trades at a time. Notwithstanding the foregoing: 1. Two separate Plans can be in effect at the same time (but not trading at the same time) so long as: (i) the later-commencing plan does not begin trading until the completion of the cooling-off period (as described in Section XII.D.4. above) that would have applied to the Insider if the later-commencing plan was adopted when the earlier- commencing plan is terminated; and (b) the later-commencing plan meets all other conditions set forth in this Section XII. 2. Separate Plans for “sell-to-cover” transactions in which an Insider authorizes an agent to sell only such securities (excluding stock options) as are necessary in order to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award, such as restricted stock and restricted stock units (a “STC Plan”) are permissible. 3. Separate contracts with different brokers or other agents acting on an Insider's behalf may be treated as a single Plan if the contracts with each broker or other agent, when taken together as a whole, meet all other conditions set forth in this Section XII. H. Other than a STC Plan, an Insider may not enter into more than one Plan designed to effect the open-market purchase or sale of the total amount of securities as a single transaction during any rolling 12-month period. A single- transaction plan is “designed to effect” the purchase or sale of securities as a single transaction when the terms of the plan would, for practical purposes, directly or indirectly require execution in a single transaction. I. Each Plan must provide appropriate mechanisms to ensure that the Insider complies with all rules and regulations, including Rule 144, Rule 701 and Section 16, applicable to securities transactions under the Plan by the Insider. J. Each Plan must provide for automatic suspension or termination of the Plan in the sole discretion of the Company: 1. to comply with a lock-up agreement required in connection with a securities issuance transaction in which the Company is a participant; or 2. upon the occurrence of an event that would violate the law; or 3. upon the occurrence of other similar events. Further, each Plan must provide for the suspension of all transactions under such Plan in the event that the Company, in its sole discretion, deems such suspension necessary and advisable. K. Each Plan should include representations, warranties, and covenants of the Insider with respect to the following matters: 1. As of the date the Plan is established, the Insider is not aware of any material nonpublic information concerning the Company or the securities covered by the Plan. 2. The Insider is entering into the Plan in good faith and not as part of a plan or scheme to evade compliance with federal or state securities laws. 3. While the Plan is in effect, the Insider agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by the Plan. 4. The Insider agrees not to alter or deviate from the terms of the Plan. 5. The Insider agrees that he or she shall not, directly or indirectly, communicate any information relating to the securities or the Company to any broker, dealer, financial advisor, trustee or any other third party who is involved, directly or indirectly, in executing the Plan at any time while the Plan is in effect. 6. The Insider agrees not to take, and agrees to cause any person or entity with which the Insider would be required to aggregate sales of securities pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales made under the Plan not to meet all applicable requirements of Rule 144. 7. The Insider agrees to timely make all filings required under the Securities Act of 1933, as amended, and the Exchange Act. 8. The Insider acknowledges and agrees that the Insider does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases or sales of securities pursuant to the Plan. 9. The Insider agrees that any modifications to the Plan must be made in good faith at a time when the Insider is not aware of any material non-public information concerning the Company or the securities covered by the Plan. 10. The Insider agrees that termination of the Plan prior to its expiration pursuant to the terms of the Plan will be made in good faith. 11. The Insider agrees that the Company may, in its sole discretion, make public announcements regarding the Plan in any press release or filings with the SEC such as the Company’s proxy statement, Form 8-K, Form 10-Q, Form 10-K, or other SEC filings, including, among other things, information as to existence or adoption of the Plan and, to the extent required or advisable under applicable law, information as to the timing of the transactions and the amount and price of the securities to be sold. 12. The Insider agrees to return any securities not sold pursuant to the Plan to the Company for relegending. L. None of the Company, the Board of Directors, the 10b5-1 Committee nor any of the Company’s officers, employees or other representatives shall be deemed, solely by their approval of an Insider’s Plan, to have represented that any Plan complies with the Rule or to have assumed any liability or responsibility to the Insider or any other party if such Plan fails to comply with the Rule. Exhibit 21.1 SUBSIDIARIES OF EVERI HOLDINGS INC. Name Jurisdiction of Incorporation or Organization Everi Payments Inc. Delaware Everi Payments (Canada) Inc. Ontario, Canada Global Cash Access (Panama), Inc. Panama Game Financial Caribbean N.V. Netherlands, Antilles Global Cash Access (Belize) Ltd Belize Central Credit, LLC Delaware Global Cash Access (BVI) Inc. British Virgin Islands Arriva Card, Inc. Delaware Global Cash Access Switzerland, AG Switzerland Global Cash Access (HK) Limited Hong Kong GCA (Macau) S.A. Macau SAR Global Cash Access (UK) Limited United Kingdom Everi India Private Limited India EVERI MTL, LLC Delaware Everi Games Holding Inc. Texas Everi Games Inc. Delaware Everi Interactive LLC Delaware Everi Games (Canada) Inc. British Columbia MegaBingo International, LLC Delaware Multimedia Games de Mexico S. de R.L de C.V. Mexico Multimedia Games de Mexico 1 S. de R.L. de C.V. Mexico Servicios de Wild Basin S. de R.L. de C.V. Mexico Everi Australia Holdings Pty Ltd Australia Everi Technology Pty Ltd Australia Global Payment Technologies Australia Pty Ltd Australia A.C.N. 121 187 068 Pty Ltd Australia eCash Holdings Pty Ltd Australia eCash ATM Pty Limited Australia eCash Games Pty Limited Australia eCash Gaming Pty Limited Australia eCash NZ Limited New Zealand eCash Pospoint Pty Limited Australia eCash Pty Limited Australia Intuicode Gaming Corporation Florida Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-271055) and Form S-8 (Nos. 333- 197860, 333-218302, 333-256298, and 333-280586) of Everi Holdings, Inc. of our report dated March 3, 2025, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts March 3, 2025 Exhibit 23.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statements on Form S-3ASR (No. 333-235347, 333-271055) of Everi Holdings, Inc., and (2) Form S-8 (Nos. 333-131904, 333-140878, 333-149496, 333-157512, 333-165264, 333-172358, 333-187199, 333-197860, 333-202798, 333-218302, and 333-256298) of Everi Holdings, Inc. of our report dated February 29, 2024, with respect to the consolidated financial statements of Everi Holdings Inc. included in this Annual Report (Form 10-K) of Everi Holdings Inc. for the year ended December 31, 2023. /s/ Ernst & Young, LLP Las Vegas, Nevada March 3, 2025 EXHIBIT 23.3 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-235347) and Form S-8 (Nos. 333- 131904, 333-140878, 333-149496, 333-157512, 333-165264, 333-172358, 333-187199, 333-197860, 333-202798, 333-218302, and 333- 256298) of Everi Holdings, Inc. of our report dated February 28, 2023, relating to the consolidated financial statements which appears in this Annual Report on Form 10-K. /s/ BDO USA, P.C. Las Vegas, Nevada March 3, 2025 EXHIBIT 31.1 Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Randy L. Taylor, certify that: 1. I have reviewed this Annual Report on Form 10-K of Everi Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 3, 2025 /s/ Randy L. Taylor Randy L. Taylor President and Chief Executive Officer EXHIBIT 31.2 Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Mark F. Labay, certify that: 1. I have reviewed this Annual Report on Form 10-K of Everi Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 3, 2025 /s/ Mark F. Labay Mark F. Labay Chief Financial Officer EXHIBIT 32.1 EVERI HOLDINGS INC. CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Everi Holdings Inc. (the “Company”) on Form 10-K for the period ended December 31, 2024 filed with the Securities and Exchange Commission (the “Report”), Randy L. Taylor, President and Chief Executive Officer of the Company, and Mark F. Labay, Chief Financial Officer of the Company, each hereby certifies as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of his knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission. Dated: March 3, 2025 By: /s/ Randy L. Taylor Randy L. Taylor President and Chief Executive Officer Dated: March 3, 2025 By: /s/ Mark F. Labay Mark F. Labay Chief Financial Officer