Item 9B. Other Information

Securities Trading Plans of Directors and Executive Officers

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Exchange Act, may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended March 31, 2025, the following Section 16 officers and directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a "Rule 10b5-1 trading arrangements" (as defined in Item 408 of Regulation S-K):

On March 5, 2025, Ellen Siminoff, a member of our Board of Directors, adopted a new written trading plan. The plan's maximum duration is until June 30, 2026, and the first trade will not occur until June 4, 2025, at the earliest. The trading plan is intended to permit Ms. Siminoff to sell up to an aggregate of 4,954 shares of our common stock.

No other Section 16 officers or directors, as defined in Rule 16a-1(f), adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended March 31, 2025.

Amendment to 2022 Credit Agreement

On May 19, 2025, the Company, as borrower, entered into that certain Amendment No. 3 (the “Amendment”) to the Company’s 2022 Credit Agreement (as further amended by the Amendment, the “Amended 2022 Credit Agreement”), by and among JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association as joint lead arrangers and joint bookrunners, and a syndicate of other banks and financial institutions.

The Amendment increases the commitments to the revolving credit facility under the existing 2022 Credit Agreement (the “Revolving Credit Facility") to $1,000,000,000 (up from $750,000,000 under the existing 2022 Credit Agreement), with sublimits for (a) the issuance of letters of credit in an aggregate face amount of up to $100,000,000 and (b) borrowings and letters of credit denominated in Pounds Sterling, Euros and Canadian Dollars in an aggregate face amount of up to $200,000,000. The Amended 2022 Credit Agreement will continue to provide uncommitted incremental capacity permitting the incurrence of up to an additional amount not to exceed the greater of $250,000,000 and 35% of the Company’s Consolidated Adjusted EBITDA (as defined in the Amended 2022 Credit Agreement).

Under the Amendment, the maturity date was extended to May 19, 2030, but retains the extension option permitting the Company, subject to certain requirements, to arrange to extend the revolving credit facility for an additional one-year term which may be exercised no more than two times under the Amended 2022 Credit Agreement.

The Revolving Credit Facility continues to bear interest at the election of the company at a margin of (a) 0.000% to 0.625% above an alternate base rate (defined on the basis of prime rate) or (b) 1.000% to 1.625% above the SOFR Rate, which margins are determined by reference to the Company’s credit rating.

The Amended 2022 Credit Agreement includes a maximum leverage ratio covenant, as well as customary affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, and dispose of all or substantially all assets, in each case subject to certain exceptions and baskets. In addition, the Amended 2022 Credit Agreement provides for events of default customary for a credit facility of this size and type, including, among others, non-payment of principal and interest when due thereunder, breaches of representations and warranties, noncompliance with covenants, acts of insolvency, cross-defaults to material indebtedness, and material judgment defaults (subject to certain limitations and cure periods).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.41 hereto and is incorporated by reference herein.

Receivables Purchase Agreement

On May 19, 2025, the Company and Zynga Inc., as sellers (the “Sellers”), entered into a Receivables Purchase Agreement (the “Receivable Purchase Agreement”) with Wells Fargo Bank, N.A., as administrative agent and purchaser thereunder (“Wells Fargo”).

The Receivables Purchase Agreement provides for an uncommitted receivables purchase facility in an initial aggregate amount of up to $215,000,000, whereby Wells Fargo may purchase from the Sellers, and the Sellers may sell to Wells Fargo, accounts receivables (“Receivables”) owed by certain debtors to the Sellers on the terms and conditions set forth therein (each purchase and sale, a “Sale of Accounts Receivable”).

Under the Receivables Purchase Agreement, each Sale of Accounts Receivable, is made at a purchase price based on a margin of 0.95% or 0.90% (which margins have been determined in advance for each class of Receivable) above the SOFR Rate.

The purchase price may be adjusted after each Sale of Accounts Receivable, to reflect true up statements or reductions to the net face amount of such Receivables.

The Sale of Accounts Receivable under the Receivable Purchase Agreement shall be made on a “true sale” basis and the Sellers are not responsible for the non-payment of sold Receivables due to the insolvency of the applicable account debtor.

The Receivables Purchase Agreement includes, among other terms and conditions, customary representations and warranties, affirmative and negative covenants, and repurchase events that may be triggered by the breach of certain covenants by the Sellers or misrepresentations made with respect to the Receivables at the time of sale. In addition, on May 19, 2025, the Company executed a performance undertaking whereby it agreed, for the benefit of Wells Fargo, to cause the due and punctual payment and performance by its subsidiary Zynga Inc., of all its obligations as a Seller under the Receivables Purchase Agreement.

The foregoing description of the Receivables Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Receivables Purchase Agreement, a copy of which is attached as Exhibit 10.42 hereto and is incorporated by reference herein.