| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Light & Wonder, Inc. [ ASX:LNW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 09/15/2026 | A | 22,416(2)(3) | (1) | (1) | Common Stock | 22,416(2)(3) | $0 | 22,416(2)(3) | D | ||||
| Restricted Stock Units | (4) | 09/15/2026 | A | 11,208(2)(3) | (4) | (4) | Common Stock | 11,208(2)(3) | $0 | 11,208(2)(3) | D | ||||
| Restricted Stock Units | (5) | 09/15/2026 | A | 11,208(2)(3) | (5) | (5) | Common Stock | 11,208(2)(3) | $0 | 11,208(2)(3) | D | ||||
| Explanation of Responses: |
| 1. The restricted stock units ("RSUs") are scheduled to vest in three equal installments on March 4, 2027, 2028 and 2029. Each unit converts into a share of common stock on a one-for-one basis. |
| 2. The CHESS Depositary Interests ("CDIs") issuable to Mr. Wilson upon vesting of the RSUs will be acquired through on-market purchases, which falls within an exception to the stockholder approval requirement under Australian Securities Exchange Listing Rule 10.14. Notwithstanding the availability of that exception, the Issuer sought stockholder approval of the grant of RSUs to Mr. Wilson at the 2026 Annual Meeting of Stockholders in the interests of transparency and good corporate governance. (continued in footnote 3 to this Form 4) |
| 3. (continued from footnote 2 to this Form 4) In furtherance of such interests, the Issuer notes that the 2026 Definitive Proxy Statement provided that the number of RSUs granted to Mr. Wilson would be equal to $4,077,450 divided by the grant date fair value at March 4, 2026, but inadvertently reported this number as 37,644 RSUs (consisting of 18,822 time-vesting RSUs and 18,822 performance-based RSUs ("PSUs")) instead of the correct number of 44,832 RSUs (consisting of 22,416 time-vesting RSUs and 22,416 PSUs), as reported above. |
| 4. The PSUs are scheduled to cliff vest on March 4, 2029, contingent upon the achievement of a performance goal. If the performance goal is not met by December 31, 2028, all PSUs are forfeited. Each unit converts into a share of common stock on a one-for-one basis. |
| 5. The PSUs are scheduled to cliff vest on March 4, 2029, contingent upon the achievement of a performance goal. If the performance goal is not met by December 31, 2028, all PSUs are forfeited. Each unit converts into a share of common stock on a one-for-one basis. |
| /s/ Sweta Gabhawala, attorney-in-fact for Matthew R. Wilson | 09/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||