🧾 What This Document Is

This is a 6-K filing, which is a report foreign companies file with the U.S. SEC to announce major events. Specifically, it's the official Notice of the 2026 Annual General Meeting (AGM) for Brightstar Lottery PLC. Think of it as an invitation and agenda for the company's most important yearly shareholder meeting, where owners get to vote on key company matters.

👉 In simple terms: Shareholders are being asked to vote on everything from re-electing directors and hiring auditors to authorizing future share buybacks and updating the company's rulebook.

🏢 What The Company Does

In simple terms: Brightstar Lottery PLC is a company in the lottery and gaming industry. It's incorporated in England but listed on the New York Stock Exchange (NYSE), which is why it files with the SEC.

👥 Board & Governance Update

This meeting comes with a notable change to the company's leadership team.

• New Director: Mariangela Zappia was appointed as an independent non-executive director effective February 19, 2026.
• Stepping Down (as Director): Max Chiara has decided to step down from his position as a director at the conclusion of this AGM. Importantly, he will continue serving as the Chief Financial Officer (CFO) of the company.

📋 The Resolutions (What Shareholders Are Voting On)

The AGM has 22 resolutions in total. Here’s what the most important ones mean:

The Standard Business (Resolutions 1-16) These are typical annual votes.

• Res 1 & 2: Adopt the 2025 Annual Report and approve the directors' pay report.
• Res 3-14: Vote to re-appoint all current directors (except Max Chiara) for another year.
• Res 15 & 16: Re-hire the auditing firm, PricewaterhouseCoopers LLP, and set their pay.

The Special Permissions (Resolutions 17-22) These ask for future flexibility and are often the most consequential.

• Res 17 (Political Donations): Asks for permission to make very limited political donations (up to £100,000 total), mostly as a legal precaution to avoid accidental rule-breaking. This is common for UK companies.
• Res 18 (Issue New Shares): Requests authority for directors to issue new ordinary shares (up to a ~US$6.15 million nominal value) and special voting shares in the future. This is a standard renewal of their toolkit for raising capital or running employee share plans.
• Res 19 & 20 (Skip Pre-Emption Rights): Asks to bypass the usual rule that new shares must first be offered to existing shareholders (pre-emption rights). This gives the company flexibility to raise cash quickly for acquisitions or investments, up to specific limits (~US$1.85 million each).
• Res 21 (Share Buyback Program): Seeks approval to repurchase up to 27,600,838 ordinary shares (≈15% of its issued share capital). This is a major signal of confidence in the company's value. The shares could be bought back via open market purchases, accelerated programs, or tender offers.
• Res 22 (Update Company Rulebook): Proposes to adopt new Articles of Association. The changes are mostly to increase flexibility, reflect modern market practices, and clarify procedures. A summary is in Appendix A of the filing.

🔍 The Details: Voting Mechanics

The voting system is a key part of this company's structure.

• Special Voting Shares: The company has a unique two-share structure. For every ordinary share, there is a corresponding special voting share. This setup, often linked to a loyalty plan, can give participants nearly double the votes per ordinary share (1.9995 votes).
• How Voting Works: All votes will be by "poll" (counted by share count), not a show of hands. The record date to vote is 3:00 p.m. BST on May 8, 2026.

📅 Key Dates & Logistics

• AGM Date & Time: May 12, 2026, at 3:00 p.m. (BST)
• Location: 5th Floor, Eldon House, 2 and 3 Eldon Street, London, England EC2M 7LS.
• To Attend or Vote: You must be a registered shareholder by the record date. To attend, email [email protected] by May 8. To vote without attending, submit a proxy form by the same deadline.
• Results: Will be published on the company's website and filed with the SEC after the meeting.

⚖️ Big Picture

👍 Strengths:

• Structured Governance: The detailed notice shows adherence to formal governance practices.
• Capital Return Signal: The proposed share buyback authorization (15% of the company) is a strong potential positive for shareholders.
• Experienced Board: The board proposes to re-appoint a slate of directors with diverse expertise.

⚠️ Risks & Considerations:

• Dilution Risk: The authorities to issue new shares (Res 18) and bypass pre-emption rights (Res 19-20), if used, could dilute existing shareholders' ownership.
• Execution on Buyback: The share repurchase is only authorized, not guaranteed. Its execution depends on future financial health and market conditions.
• Governance Changes: The new Articles (Res 22) increase director flexibility, which shareholders should review.

🧠 The Analogy

This AGM notice is like the annual "state of the union" and strategic planning meeting for a ship's owners (the shareholders). The captain and crew (the board and management) are presenting last year's log (the Annual Report), asking the owners to confirm their leadership roles, hiring the official inspector (auditor), and—most importantly—requesting a large fund for future repairs and upgrades (the share buyback authority) and permission to navigate new routes more flexibly (updated Articles and share issuance powers).

📇 Key Contacts & People

• Company Secretary (for AGM logistics): Pierfrancesco Boccia
• AGM Registration & Questions Email: [email protected]
• Shareholder Enquiries (Computershare): +1 866-395-6419
• Executive Chair: Marco Sala
• Other Named Directors: Alberto Dessy, Enrico Drago, Ashley M. Hunter, James F. McCann, Heather J. McGregor, Lorenzo Pellicioli, Maria Pinelli, Samantha F. Ravich, Vincent L. Sadusky, Gianmario Tondato Da Ruos, Maria Angela (Mariangela) Zappia.

🧩 Final Takeaway

Shareholders are being asked to approve a routine slate of governance items alongside several significant strategic authorities, most notably a large share buyback program (up to 15% of the company) and powers to issue new shares. The meeting also formalizes a minor board change. Your vote shapes the company's financial toolkit for the year ahead.