UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
Entertainment, Inc.
(Exact
name of registrant as specified in its charter)
(State of | (Commission File | (IRS Identification |
| ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
stock, par value $0.0001 per share | NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.02 | Departure |
Departure
of Executive Vice President and Chief Financial Officer
On
May 18, 2026, Inspired Entertainment, Inc. (the “Company”) announced that James Richardson had stepped down from his role
as Executive Vice President and Chief
Financial Officer of the Company.
Mr.
Richardson’s resignation was not due to any disagreement with the Company or the Board of Directors relating to the Company’s
operations, policies or practices or any issues regarding its accounting policies or practices. Pursuant to the terms of Mr. Richardson’s
letter of resignation, dated May 14, 2026, he will remain available to assist with the transition for a period of three months while
he is on garden leave. Mr. Richardson will receive his regular base salary and benefits during his garden leave in accordance
with the terms of his employment agreement, which requires six months’ notice of termination, following which he will receive
a lump sum payment for the final three months of the notice period in an amount equal to three months’ base salary.
In addition, the Company has entered into a separation agreement with Mr. Richardson that will provide for payment of
one additional month of base salary in exchange for a customary release of claims against the Company. The Settlement Agreement
with Mr. Richardson is annexed as Exhibit 10.2 to this Form 8-K.
Engagement
of Executive Vice President and Chief Financial Officer
On
May 18, 2026, the Company announced that the Board of Directors appointed Craig Wilson, the Company’s Vice President of Finance
and Accounting, to serve as Executive Vice President and Chief Financial Officer of the Company, effective May 14, 2026. Pursuant
to the terms of Mr. Wilson’s employment agreement with the Company’s subsidiary, Inspired Gaming (UK) Limited, dated May
14, 2026, Mr. Wilson will be paid a base salary of £300,000 per annum. Mr. Wilson will also be entitled to participate in the Company’s
pension plan at the executive level (with an employer contribution rate of 15%) and in the Company’s executive short- and long-term
incentive plans. He received a sign-on grant of 30,000 restricted stock units, with a three-year vesting schedule (1/3 tranche vesting
on each of December 31, 2027, 2028 and 2029). The term of employment under the agreement is indefinite and termination in most instances requires
at least six months’ written notice by either party. The Service Agreement with Mr. Wilson is annexed as Exhibit 10.1 to this
Form 8-K.
Mr.
Wilson, age 41, joined the Company in 2025 as Vice President of Finance and Accounting.
Prior to joining the Company, Mr. Wilson was employed by Charles
River Laboratories International, Inc. (NYSE:CRL), a pharmaceutical and biotechnology contract research organization, since
2019, serving as Director of Accounting & Global Consolidations from 2023 to 2025 and as Senior
Manager European Accounting from 2021 to 2023. Prior
to his engagement by Charles River Laboratories, Mr. Wilson was Financial Controller,
International Corporate of
Walgreens Boots Alliance from 2014 to 2019. Mr. Wilson holds
a Bachelor of Arts degree with honors in accounting from
Napier University (Edinburgh, Scotland) and, in 2013, was granted certification as a chartered accountant with The Institute of Chartered
Accountants of Scotland (ICAS).
The
selection of Mr. Wilson was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are
no family relationships between Mr. Wilson and any director or executive officer of the Company. Mr. Wilson has not been a party to any
transaction with the Company or its subsidiaries of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K, and
no such transaction is currently contemplated.
| Item 7.01 | Regulation FD Disclosure. |
A
copy of the press release relating to Mr. Richardson’s departure and Mr. Wilson’s
engagement as Executive Vice President and Chief Financial Officer is furnished as Exhibit
99.1 to this Current Report on Form 8-K. The press release shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Exhibit Description | |
| 10.1 | Employment Agreement, dated May 14, 2026, by and between Inspired Gaming (UK) Limited and Craig Wilson | |
| 10.2 | Settlement Agreement dated May 18,2026 between Inspired Gaming (UK) Limited and James Andrew Richardson | |
| 99.1 | Press Release dated May 18, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| May 18, 2026 | Inspired Entertainment, Inc. | |
| By: | /s/ Simona Camilleri | |
| Name: | Simona Camilleri | |
| Title: | General Counsel | |
Exhibit 99.1
INSPIRED
ANNOUNCES CFO TRANSITION
NEW
YORK, May 18, 2026 — Inspired Entertainment, Inc. (“Inspired” or the “Company”) (NASDAQ: INSE), a leading
B2B provider of gaming content, technology, hardware and services, today announced that James Richardson has stepped down from his role
as
Brooks
Pierce, President and CEO of Inspired, said, “Craig’s promotion to the role of
Financial Officer reflects the Board’s confidence in his ability to lead the finance function at this stage of the Company’s
development. On behalf of the Board and the executive team, I would like to thank James for his contribution to the Company and wish
him well in all his future endeavors.”
Inspired in 2025 as Vice President of Finance and Accounting.
years with NYSE-listed
Global Consolidations. Mr. Wilson also served as
Nasdaq-listed
in
accountant with The
operations. He brings extensive experience in U.S. GAAP, financial reporting, forecasting, and planning.
About
Inspired Entertainment, Inc.
With
a proven track record of innovation, Inspired is a leading provider of content, technology, hardware and services for licensed gaming,
betting and lottery operators around the world. Inspired’s proprietary games resonate with players and deliver consistent
performance for gaming operators across interactive, virtual sports, and retail gaming environments. Inspired’s content and gaming
systems are designed to work together across digital and retail channels, enabling scalable deployment and a consistent player experience.
Through this integrated content-led approach, Inspired helps operators strengthen their offerings, drive engagement, and deliver compelling
player experiences.
Additional
information can be found at www.inseinc.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our ability to bring certain
of our products to customers in the various markets in which we operate and execute on our strategic plan, statements regarding expectations
with respect to potential new customers and statements regarding our anticipated financial performance. Forward-looking statements may
be identified by the use of words such as “anticipate,” “believe,” “continue,” “expect,”
“estimate,” “plan,” “will,” “would” and “project” and other similar expressions
that indicate future events or trends or are not statements of historical matters. These statements are based on Inspired management’s
current expectations and beliefs, as well as a number of assumptions concerning future events.
Forward-looking
statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside
of Inspired’s control and all of which could cause actual results to differ materially from the results discussed in the forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as representing Inspired’s views as of any subsequent
date. We cannot guarantee that the results anticipated by management, as set forth herein, will be realized or, even if realized, will
have the expected effects on our results of operations or financial performance. Such results may be affected by, among other things,
the “Risk Factors” section of Inspired’s annual report on Form 10-K for the fiscal year ended December 31, 2025, and
subsequent quarterly reports on Form 10-Q, which are available, free of charge, on the U.S. Securities and Exchange Commission’s
website at www.sec.gov. Inspired does not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as required by law.
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