UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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PLAYTIKA HOLDING CORP.

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Dear Stockholder:

You are cordially invited to attend our 20212023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:10:00 a.m., Pacific Time on June 9, 2021. Due to the public health impact of the coronavirus outbreak (COVID-19), and to support the health and well-being of the Board, our employees and our stockholders, this8, 2023. This year’s Annual Meeting will be a completely virtual meeting of stockholders, conducted via live audio webcast. You can attend the Annual Meeting via the Internet at www.proxydocs.com/PLTK by using the control number that appears on your proxy card (printed in the shaded box), and the instructions that accompanied your proxy materials. You will have the ability to submit questions in advance of and real-time during the Annual Meeting via the meeting website.

The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon as possible by Internet or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtual meeting.

We look forward to your attendance at our virtual Annual Meeting.

Sincerely,

/s/ Robert Antokol

NOTICE IS HEREBY GIVEN that the 20212023 Annual Meeting of Stockholders (the “Annual Meeting”) of Playtika Holding Corp., a Delaware corporation, will be held as follows:

The proxy statement following this notice describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.

You are encouraged to read this Proxy Statement in its entirety before voting or authorizing a proxy to vote on your behalf.

By Order of the Board of Directors,

/s/ Michael Cohen

The Board of Directors (the “Board”) of Playtika Holding Corp., a Delaware corporation (“we”, “us,” “Playtika,” or the “Company”), is soliciting proxies for the 20212023 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment of the Annual Meeting. This Proxy Summary provides an overview of the proposals to be considered and voted on at the Annual Meeting and information contained in the Proxy Statement but does not contain all of the information that should be considered before voting. We encourage you to read the Proxy Statement in its entirety before voting.

On or about April 28, 2021,27, 2023, we will mail or e‑mail a copy of our Notice of 20212023 Annual Meeting of Stockholders, Proxy Statement, proxy card, and 20202022 Annual Report (collectively “Proxy Materials”) to our stockholders according to their previously indicated preference. Some of our stockholders will be mailed a Notice of Availability of Proxy Materials, which contains instructions on how to request and receive a paper or e‑mailed copy of our Proxy Materials, and how to view these materials online. We encourage you to vote by telephone, over the Internet or by mail by completing your proxy card, even if you plan to participate in the virtual Annual Meeting. All methods of correspondence will provide stockholders with instructions on how to vote or authorize a proxy to vote using any of the following methods:

Authorize a proxy to vote your shares via the website www.proxypush.com/PLTK, which is available 24 hours per day until the start of the Annual Meeting. In order to authorize your proxy, you will need to have available the control number that appears on the voting instructions included in the Proxy Materials that you received. If you authorize your proxy via the Internet, you do not need to return your proxy or voting instruction card.

Authorize a proxy to vote your shares by calling toll-free at 844-311-3915, 24 hours per day until the start of the Annual Meeting. When you call, please have the voting instructions in hand that accompanied the Proxy Materials you received, along with the control number that appears therein. Follow the series of prompts to instruct your proxy how to vote your shares. If you authorize your proxy by telephone, you do not need to return your proxy or voting instruction card.

If you received and/or requested via the Notice a printed set of the Proxy Materials (including the Proxy Statement, proxy card, and Annual Report), authorize a proxy to vote your shares by completing, signing, and returning the proxy in the prepaid envelope provided.

shares, you will need your unique control number, which appears on the instructions that accompanied the Proxy Materials.

The Annual Meeting’s Rules of Conduct will be posted on www.proxydocs.com/PLTK approximately two weeks prior to the day of the Annual Meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call our support team at the toll freetoll-free number that will be provided to you via email following registration.

The Board currently consists of fivesix directors who we believe contribute the breadth of knowledge and experience necessary for the advancement of our business strategies and objectives. Based on the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the following current fivesix directors, for re-election at the Annual Meeting, each to serve for a one‑year term expiring at our annual meeting of stockholders in 20222024 and until their respective successors have been duly elected and qualify:

Each of the nominees for election currently serves as a director and has consented to serve for a new term if elected. Each nominated director was elected by our stockholders to his or her present term of office. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, the shares of our common stock represented by the proxies will be voted for such other person or persons as may be designated by the Board, unless the Board reduces the number of directors accordingly. As of the date of this Proxy Statement, the Board is not aware of any nominee who is unable or will decline to serve as a director.

For more information regarding our nominees, please see the “Board of Directors and Corporate Governance” section of this Proxy Statement beginning on page 8.Statement.

The Audit Committee of the Board has appointed Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for the year ending December 31, 2021.2023. Representatives of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, are expected to be present at the Annual Meeting and will be provided an opportunity to make a statement if the representatives desire to do so. The representatives are also expected to be available to respond to appropriate questions.

Although ratification by our stockholders is not a prerequisite to the power of the Audit Committee to appoint Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm, the Board and the Audit Committee believe such ratification to be advisable and in the best interests of the company. Accordingly, stockholders are being requested to ratify, confirm, and approve the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements and internal control over financial reporting for the year ending December 31, 2021.2023. If the stockholders do not ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, the appointment of an independent registered public accounting firm will be reconsidered by the Audit Committee; however, the Audit Committee has no obligation to change its appointment based on stockholder ratification. If the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, is ratified, the Audit Committee will continue to conduct an ongoing review of its scope of engagement, pricing and work quality, among other factors, and will retain the right to replace Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, at any time.

As required by Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), we are asking our stockholders to vote, on a non-binding, advisory basis, to approve the compensation paid to our named executive officers, as described in the Compensation Discussion and Analysis and the executive compensation tables narrative that follow (the “Say-on-Pay Proposal”).

We encourage our stockholders to review the “Executive Compensation” section of this Proxy Statement for more information.

Because this vote is advisory, it is not binding on us or the Board. Nevertheless, the views expressed by stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee of the Board (the “Compensation Committee”) will consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

The Board has nominated the following fivesix current directors, identified below, for re-election at the Annual Meeting, each to serve for a one‑year term expiring at our annual meeting of stockholders in 2022,2024, and until their respective successors are duly elected and qualify. The information presented below highlights each director nominee’s specific experience, qualifications, attributes, and skills that led the Board to the conclusion that he or she should serve as a director. We believe that all of our director nominees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Playtika and the Board. We also value the additional perspective that comes from serving on other companies’ boards of directors and board committees. We continue to review the composition of the Board in an effort to assemble a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in various areas.

We believe Mr. Antokol’s operational expertise, leadership, historical knowledge and the continuity that he brings to the Board as our founder, Chief Executive Officer and Chairperson of the Board qualify him to continue to serve on the Board.

We believe Mr. Beilinson’s over thirty years of service on the boards of both public and private companies, and his extensive knowledge of legal and compliance issues, including the Sarbanes-Oxley Act of 2002, qualify him to continue to serve on the Board.

We believe Mr. Lin’s extensive experience in the gaming and technology industries, as well as the continuity that he brings to the Board through his prior roles at Playtika and his service on the board of directors of our subsidiaries, qualify him to continue to serve on the Board.

We believe Mr. Yuan’s extensive experience in corporate finance, investment banking and service on various companies’ boards of directors qualifies him to continue to serve on the Board.

We believe the Board should be composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe that all of our current Board members possess the professional and personal qualifications necessary for Board service and have highlighted particularly noteworthy attributes for each Board member in the individual biographies above.

The Board is currently composed of fivesix members with no vacancies. On July 11, 2022, Wei Liu resigned as a member of the Board, and on November 30, 2022, James Fu Bin Lu resigned as a member of the Board.

Our amended and restated certificate of incorporation (our “Certificate of Incorporation”) provides that the authorized number of directors may be changed only by resolution of the Board. Until the date on which Playtika Holding UK II Limited and its affiliates cease to beneficially own, in the aggregate, more than 50% in voting power of our stock entitled to vote generally in the election of directors (a “Triggering Event”), the Board shall be elected annually to serve from the time of election and qualification until the next annual meeting following their election or

Our Certificate of Incorporation provides that the authorized number of directors may be changed only by resolution of the Board. Following a Triggering Event, any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Playtika Holding UK II Limited beneficially owns shares representing more than 50% of the voting power of our shares eligible to vote in the election of directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Stock Market (“Nasdaq”). Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of the Board consist of independent directors, (2) that the Board have a compensation committee that is comprised entirely of independent directors and (3) that the Board have a nominating and governance committee that is comprised entirely of independent directors. We do not plan to utilize the exemptions available for controlled companies at this time.

The Board does not have a policy with respect to whether the role of the Chairperson and the Chief Executive Officer should be separate and, if it is to be separate, whether the Chairperson should be selected from the non-employee directors or be an employee. Mr. Antokol, our Chief Executive Officer, currently serves as Chairperson of the Board. The Board has determined that, like many U.S. companies, this is the appropriate leadership structure for the Company at this time because Mr. Antokol is uniquely positioned to serve as our Chairperson as our Chief Executive Officer with significant industry experience and depth of knowledge about our operations. We do not have a formally designated “lead director.” The Board acknowledges that no single leadership model is right for all companies at all times. As such, the Board periodically

reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future.

The Board determined that each of Mr. Beilinson, Ms. LiuDu, Ms. Gross and Mr. Yuan is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq, representing 60% of our five directors.Nasdaq. In making these determinations, the Board reviewed information provided by the directors and us with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any transactions involving them described in the section titled “Related Party Transactions.”

The Board met threeseventeen times during 2020.2022. All directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board while they were members of the Board, and (ii) the total number of meetings of the committees of the Board on which such directors served during the period he or she served. We encourage our directors to attend annual meetings of stockholders. Seven directors attended virtually the 2022 annual meeting of the stockholders.

The Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, cybersecurity risks, liquidity risks and operational risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The Audit Committee is also responsible for overseeing the management of risks associated with the independence of the Board and potential conflicts of interest. The Nominating and Corporate Governance Committee is responsible for overseeing our corporate responsibility programs and monitoring the effectiveness of our corporate governance guidelines and principals. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through discussions from committee members about such risks. The Board believes its administration of its risk oversight function has not negatively affected the Board’s leadership structure.

We adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of business conduct and ethics is available in the investors section of our corporate website at www.playtika.com.

We adopted corporate governance guidelines that promote the functioning of the Board and its committees and set forth expectations as to how the Board should operate. The guidelines include information about the composition of the Board, orientation and continuing education, director compensation, Board meetings, Board committees, management succession, expectations of directors, and information regarding the performance evaluation of the Board. A current copy of our corporate governance guidelines is available in the investors section of our corporate website at www.playtika.com.

None of the members of our Compensation Committee is an officer or one of our employees. None of our executive officers currently serves, or in the past year has served, as a member of the Board or Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on the Board or Compensation Committee.

To ensure proper alignment with our stockholders, we have established policies that prohibit our directors, officers, employees, and their family members from engaging in any transaction that might allow them to realize gains from declines in our securities. Specifically, we prohibit our directors, officers, employees, and their family members from engaging in transactions using derivative securities, short selling our securities, trading in any puts, calls or covered calls, writing purchase or call options and short sales, or otherwise participating in hedging, “stop loss,” or other speculative transactions involving our securities. In addition, margin purchases of our securities and pledging any of our securities as collateral to secure loans is prohibited.

The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues.

Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee operate under a written charter that was approved by the Board. A copy of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters are available in the investors section of our corporate website at www.playtika.com.

Our Audit Committee oversees our corporate accounting and financial reporting process and assists the Board in monitoring our financial systems. Our Audit Committee is responsible for, among other things:

Our Audit Committee consists of Messrs.Mr. Beilinson, LinMs. Gross and Mr. Yuan, with Mr. Beilinson serving as chair. The Board has affirmatively determined that Mr. Beilinson, Ms. Gross and Mr. Yuan each meet the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Under applicable Nasdaq listing standards and SEC rules and regulations, we are permitted to phase in our compliance with the audit committee independence requirements as follows: (1) one independent member at the time of listing, (2) a majority of independent members within 90 days of listing and (3) all independent members within one year of listing. Within one year of our listing on Nasdaq, we intend to ensure that all members of our Audit Committee will meet the applicable independence requirements under Nasdaq listing rules and Rule 10A-3 of the Exchange Act.

In addition, the Board has determined that each member of our Audit Committee is financially literate, and that each of Mr. Beilinson, Ms. Gross and Mr. Yuan is an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated under the Securities Act.

Our Audit Committee met threeeight times during the fiscal year ended December 31, 2020.2022.

Our Compensation Committee oversees our compensation policies, plans and benefits programs. Our Compensation Committee is responsible for, among other things:

Our Compensation Committee consists of Mr. Lin, Ms. LiuDu and Mr. Yuan, with Mr. Lin serving as chair.Yuan. The Board has affirmatively determined that each of Ms. LiuDu and Mr. Yuan meets the requirements for independence under the

Our Compensation Committee was formed in connection with our initial public offering in January 2021, and thus did not meetmet five times during the fiscal year ended December 31, 2020.2022.

Our Nominating and Corporate Governance Committee oversees and assists the Board in reviewing and recommending nominees for election as directors. Our Nominating and Corporate Governance Committee is responsible for, among other things:

Our Nominating and Corporate Governance Committee consists of Mr. Beilinson Ms. Liu and Mr. Yuan, with Mr. Yuan serving as chair. The Board has affirmatively determined that each of Mr. Beilinson Ms. Liu and Mr. Yuan meet the requirements for independence under the current Nasdaq listing standards, and the composition of our Nominating and Corporate Governance Committee meets the applicable requirements under Nasdaq listing standards.

Our Nominating and Corporate Governance Committee was formed in connection with our initial public offering in January 2021, and thus did not meetmet twice during the fiscal year ended December 31, 2020.2022.

While the Nominating and Corporate Governance Committee does not have any specific, minimum qualifications for Board nominees, in considering possible candidates for election as a director, the committee strives to compose the Board with a collection of complementary skills and which, as a group, will possess the appropriate skills and experience to effectively oversee the Company’s business. In evaluating a potential candidate for the Board, our Nominating and Corporate Governance Committee takes into account a number of factors, including: personal and

professional integrity; ethics and values; experience in corporate management, such as current or past service as an officer of a publicly held company; and a general understanding of marketing, finance, and other elements relevant to the success of a publicly traded company; experience in the Company’s industry; experience as a board member of another publicly held company; academic expertise in an area of the Company’s operations; and practical and mature business judgment, including the ability to make independent analytical inquiries. Although diversity may be a consideration in the Nominating and Corporate Governance Committee’s process, the committee does not have a formal policy regarding the consideration of diversity in identifying director nominees. The Nominating and Corporate Governance Committee will review the qualifications and backgrounds of directors and nominees (without regard to whether a nominee has been recommended by a stockholder), as well as the overall composition of the Board, and recommend the slate of directors to be nominated for election at the next annual meeting of stockholders. The Nominating and Corporate Governance Committee does not currently employ or pay a fee to any third partythird-party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.

If the Board determines to seek additional directors for nomination, the Nominating and Corporate Governance Committee will consider as potential director nominees candidates recommended by various sources, including any member of the Board or senior management. The Nominating and Corporate Governance Committee may also retain a third-party search firm to identify candidates. The committee also considers recommendations for nominees that are timely submitted by stockholders if such recommendations are delivered in the manner prescribed by the

Stockholders and other interested parties may communicate with the Chairperson of the Board or with the non-employee directors, as a group, by sending such written communication to our Corporate Secretary at c/o Playtika Ltd., HaChoshlim St 8, Herzliya Pituarch,Pituach, Israel, Attn: Corporate Secretary.

All appropriate correspondence will be promptly forwarded by the Corporate Secretary to the Chairperson or the relevant directors. The Corporate Secretary may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests.

The following table sets forth information for the year ended December 31, 20202022, regarding the compensation awarded to, earned by or paid to our non-employee directors who served on the Board during 2020.2022. Mr. Antokol, the Chairperson of the Board, who also served as our Chief Executive Officer, during the year ended December 31, 2020,2022, and continues to serve in that capacity, does not receive any additional compensation for his board service and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Antokol is reported below in the “2020“2022 Summary Compensation Table.”

The following table sets forth certain information about the executive officers as of April 12, 2021.11, 2023.

and international relations from Interdisciplinary Center Herzliya and an M.B.A. from the College of Management Academic Studies in Rishon LeZion, Israel.

ThisThe following sections of this compensation discussion and analysis providesprovide information about the material components of our executive compensation program for 20202022 for our “named executive officers.” For 2020,2022, our named executive officers are:

•    Robert Antokol, Chairperson of the Board and Chief Executive Officer;

•    Craig Abrahams, President and Chief Financial Officer;

•    Ofer Kinberg, Executive General Manager, Social Casino Division;Chief Revenue Officer;

•    Shlomi Aizenberg, Executive General Manager, Casual Games Division;Chief Operating Officer; and

We believe that for us to be successful, we must hire and retain people who can continue to develop our strategy and innovate our products and services. To achieve these objectives, our executive compensation program has been designed to motivate, reward, attract and retain high caliber management and seeks to align compensation with our short- and long-term business objectives, business strategy and financial performance.

Our compensation programs for our named executive officers are built to support the following objectives:

The primary elements of our named executive officers’ compensation and the main objectives of each are:

Each of these elements of compensation is described further below.

Base salary is a stable fixed component of our compensation program. Our executive compensation program emphasizes performance-based and retention-based compensation over fixed compensation, and our executive base salaries are set at levels intended to provide a reasonable baseline level of compensation that is relatively low compared to comparable companies. On a prospective basis, we intend to continue to evaluate the mix of base salary, short-term incentive compensation and long-term incentive compensation to appropriately align the interests of our named executive officers with those of our stockholders. Our named executive officers, did not receiveother than Mr. Antokol, received the following base salary increases set forth in the table below during 2020. Our2022. Mr. Antokol’s 2022 base salary remained unchanged from 2021.

The foregoing base salary amounts for our named executive officers’officers Messrs. Antokol, Kinberg and Aizenberg were paid in NIS and have been converted into U.S. Dollars for this table. For purposes of this table, we have used the exchange rate of NIS 3.52 : USD $1.00.

The actual base salaries paid to our named executive officers for the fiscal year ended December 31, 20202022 are reflected in the “2020“2022 Summary Compensation Table” below. The 2023 base salaries for our named executive officers remain unchanged from 2022, other than Mr. Antokol whose base salary was decreased to $19,875, which is the minimum salary required for his position under Israeli law.

We adopted a bonus plan for 20202022 pursuant to which annual bonuses will be paid to our employees, including our executive officers, other than our Chief Executive Officer, based on a pool that is established by the Board upon consideration of “Bonus“Retention Plan Adjusted EBITDA” for 2020.2022 and the named executive officers’ target annual bonuses. The annual bonus pool is determined by the BoardCompensation Committee based on its consideration of our results for the applicable year, which bonus pool is then allocated by our Chief Executive Officer in his discretion. The Board determines the bonus for our Chief Executive Officer separately based on its evaluation of overall company and individual performance, which determination is separate from the bonus pool calculations for other employees.year.

“BonusRetention Plan Adjusted EBITDA,” as used herein, is a non-GAAP financial measure which means the Adjusted EBITDA of our company and its subsidiaries for the applicable calendar year, increased by the payments in respect of awards under the Playtika Holding Corp. Retention Plan for the applicable year, the amount of retention awards to key individuals associated with acquired companies and certain other adjustments. Adjusted EBITDA, from which Retention Plan Adjusted EBITDA is determined, is also a non-GAAP financial measure which we define as net income before (1) interest expense, (2) interest income, (3) provision for income taxes, (4) depreciation and amortization expense, (5) stock-based compensation, (6) legal settlements, (7) contingent consideration, (8) acquisition and related expenses, (9) expenses under our long-term compensation plan, (10) M&A related retention payments, and (11) certain other items. For a reconciliation of Retention Plan Adjusted EBITDA to net income, please see Appendix A.

Our 2020 BonusFor 2022, our named executive officers’ threshold, target and maximum annual bonus opportunities corresponding to the foregoing Retention Plan Adjusted EBITDA for 2020threshold, target and maximum objectives and the corresponding bonus pools at each level are reflected in the table below:

Our 2022 Retention Plan Adjusted EBITDA was $941.6$919.0 million, or 93.3% of our “target” Retention Plan Adjusted EBITDA, which resulted in an annual bonus pool equal to $856.5% of 2022 Retention Plan Adjusted EBITDA or $59.7 million. The Board elected to reduce theBased on our 2022 Retention Plan Adjusted EBITDA, each executive received a 2022 annual bonus poolpayout equal to $54 million66% of his target bonus, which was calculated based on straight-line interpolation between the “target” and award Mr. Antokol a $6 million discretionary bonus.“maximum” 2022 Retention Plan Adjusted EBITDA objectives. Accordingly, in February 2021,2023, our Chief Executive OfficerCompensation Committee approved the following 20202022 bonuses to our named executive officers: Mr. Antokol, $2,326,683; Mr. Abrahams, $319,000;$1,329,533; Mr. Kinberg, $729,500;$830,958; Mr. Aizenberg, $729,500$830,958 and Mr. Cohen, $385,000. Additionally, in February 2021, our Board approved an annual bonus payment for Mr. Antokol of $6,000,000 based on its evaluation of overall company performance and Mr. Antokol’s individual performance, in each case, for 2020.$731,243.

We maintainedmaintain the Playtika Holding Corp. Amended and Restated2021-2024 Retention Plan (the “2017-2020 Retention“Retention Plan”), to provide certain key employees and consultants of the company and its subsidiaries the right to receive annual cash retention awards and awards providing an opportunity to participate in the appreciation of the company’s value and in order to retain these key employees and consultants and reward them for contributing to the success of the company and its subsidiaries. The 2017-2020 Retention Plan was in effect for calendar years 2017 through 2020, and the finalincludes performance period ended on December 31, 2020. The 2017-2020 Retention Plan was administered by our Chief Executive Officer, who generally had the authority to approve awards under the plan and generally administer the plan. Initial awards were granted under the 2017-2020 Retention Plan in December 2016, with subsequent awards to employees or consultants hired or retained after such date granted at the discretion of the administrator.

The annual appreciation pool under the 2021-2024 Retention Plan will be determined as follows:

The following table shows the outstanding awards held by our named executive officers under the Retention PlansPlan as of December 31, 2020. The final performance period under the 2017-2020 Retention Plan ended on December 31, 2020.2022. None of our named executive officers received additional awards under the Retention PlansPlan in 2020.2021.

As of December 31, 2020,2022, a total of 92,06582,800 Retention Units and 187,851128,890 Appreciation Units were outstanding under the 2017-2020 Retention Plan. As of December 31, 2020, a total of 90,300 Retention Units and 142,942Plan (which does not include the 43,000 Appreciation Units were outstandingpreviously held by Mr. Antokol under the 2021-2024 Retention Plan.Plan that were cancelled in October 2020, but which continue to be treated as outstanding and eligible for payment, although no payments will be made with respect to such cancelled units).

Our 2017-2020 Retention Plan Adjusted EBITDA for 20202022 was $941.6$919.0 million resulting in an appreciation pool of $103.5approximately $108.3 million. In addition to that amount, we had $25.0 million of retention payments per the plan. The amounts paid toearned by our named executive officers for 20202022 with respect to their Retention Units and Appreciation Units under the 2017-2020 Retention Plan are shown in the “2020“2022 Summary Compensation Table” below.

From September 2016 until June 2020, we did not grant equity awards to our employees and executives, including our named executive officers. However, weWe view equity-based compensation as a critical component of our balanced total compensation program going forward as a public company. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. Accordingly, the Board, and the Compensation Committee, from time to time may grant equity incentive awards covering shares of our common stock to our named executive officers and will review their equity incentive compensation going forward.

If a named executive officer’s employment is terminated by the Company other than for “cause” or by the executive for “good reason” (each, as defined in the 2020 Plan), in ordereach case, prior to facilitatea change in control, then the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultantsofficer will remain eligible to vest in the number of our company and certainPSUs that would vest during the performance period in which the termination date occurred based on actual performance, prorated to reflect the number of its affiliates anddays the executive was employed during such performance period, provided that if such qualifying termination occurs within three months prior to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. For additional information abouta “change in control” (as defined in the 2020 Plan, please seePlan), all outstanding PSUs at the section titled “2020 Incentive Award Plan” below.time of termination will be treated as provided below upon the occurrence of a change in control.

In June 2020,Upon the Board approved the issuanceoccurrence of restricted stock units, or RSUs, and stock options to certain employees, including our named executive officers as set fortha change in the table below. Eachcontrol, all 100% of the RSU awards grantedoutstanding PSUs as of the date of the change in control will be eligible to our named executive officers was fullyvest based on the passage of time in substantially equal installments on each December 31 occurring following the change in control through and including December 31, 2025, subject to the executive’s

continued service through the applicable vesting date; provided that any PSUs eligible to vest based on a completed performance period but which have not yet vested will vest based on actual performance for such completed performance period on the date of grant. the change in control. In the event a named executive officer experiences a qualifying termination after a change in control, but on or prior to December 31, 2025, any outstanding and unvested PSUs will accelerate and vest in full on the date of termination.

The first annual performance period for the 2022 PSUs concluded on December 31, 2022. In February 2023, the Compensation Committee determined that the Company’s annual revenue growth rate during the applicable performance period was 1.26%, which resulted in a revenue growth achievement percentage of approximately 51%. As a result, approximately 51% of the PSUs eligible to vest with respect to 2022 performance vested in February 2023.

On November 14, 2022, we launched a one-time stock option exchange program (the “Option Exchange”) pursuant to which eligible service providers were able to exchange outstanding stock options vest over four years, with 25%for a lesser amount of new RSUs. Our named executive officers were eligible to participate in the Option Exchange. Individuals who elected to participate in the Option Exchange received one RSU for every 2.5 shares of our common stock underlying the eligible options surrendered. This “exchange ratio” (2.5-for-1) was applied on a grant-by-grant basis.

The Option Exchange expired on December 15, 2022. As a result of the Option Exchange, options to purchase 10,898,740 shares subject toof our common stock were accepted for exchange (representing approximately 84.4% of the option vesting ontotal options eligible for exchange). All surrendered options were cancelled effective as of the completion date of the Option Exchange, and in exchange for those options, we issued a total of approximately 4,358,232 new RSUs under the 2020 Plan. All of the existing stock options that were surrendered had exercise prices significantly above the recent trading prices of our common stock.

The following table shows the number of stock options surrendered by each of the first four anniversariesnamed executive officers and the corresponding grant of the grant date, subject to the executive’s continued employment or service on the applicable vesting date. In addition to any accelerated vesting pursuant tonew RSUs in accordance with the terms of the Option Exchange:

The new RSUs will be governed by the terms and conditions of the 2020 Plan and the options grantedRSU agreements entered into thereunder and are subject to a new vesting schedule and will vest quarterly in substantially equal installments over the three year period commencing on December 15, 2022, subject to the holder’s continuous service through the applicable vesting date.

For each of the named executive officers, the new RSUs retained the same accelerated vesting provisions as the surrendered options. Accordingly, the new RSUs will vest on an accelerated basis as follows: (a) in the event of the executive’s termination by us without “cause” or the executive’s resignation for “good reason” (each, as defined in the 2020 Plan) (such termination, a “Qualifying Termination”), such number of shares subject to the optionRSUs will vest on the date of such Qualifying Termination as is equal to the number of shares subject to the optionRSUs that are scheduled to vest on or prior to the first anniversary of the executive’s

Additionally, in October 2020, the Board approved the issuance of 5,854,800 RSUs to Mr. Antokol. The RSUs vest over four years, with 25% of the RSUs vesting on each of December 31, 2021, 2022, 2023 and 2024, subject to Mr. Antokol’s continued service on the applicable vesting date. In addition to any accelerated vesting pursuantsimilar to the terms of the 2020 Plan, the RSUs will vest on an accelerated basis as follows: (a)surrendered options for Messrs. Abrahams and Cohen, in the event of Mr. Antokol’s termination by us without “cause” or his resignation for “good reason” (each as defined in the 2020 Plan), (b) in the event of his death, (c) in the event of his disability, or (d) upon a change in control (as defined inoccurs and an excise tax is imposed on Messrs. Abrahams and Cohen by reason of the 2020 Plan), subject (inapplication of Sections 280G and 4999 of the caseInternal Revenue Code arising as a result of clauses (a) through (c))the receipt of benefits and payments with respect to the execution by Mr. Antokolnew RSUs in connection with such change in control, each of Messrs. Abrahams and the effectiveness of a general release of claimsCohen will be entitled to an additional “gross-up” payment in a form reasonably acceptablean amount equal to us.any such excise tax plus any taxes resulting from such payments.

Our named executive officers are provided with certain enhanced benefits to aid in the performance of their respective duties and to provide competitive compensation with executives with similar positions and levels of responsibilities. Each of our named executive officers is provided with a cell phone allowance. Our named executive officers based in Israel were also allowed to use an apartment maintained by the company for visitors and employees, but there is no incremental cost to the company of the executives’ use of this apartment. The company discontinued maintenance of this apartment in October 2020. Each of our full-time employees is eligible to receive certain other modest annual benefits which include a wellness benefit of up to $560 per employee per year. In 2020,2022, Messrs. Abrahams and Cohen elected to receive the wellness benefit. Our executives in Israel may also receive annual holiday gifts from us, a food allowance and the ability to participate in a company-sponsored camp for our employees’ children, each of which is a benefit we provide to all of our Israel-based employees.

We also provide security for Mr. Antokol and his family. The decision to provide Mr. Antokol with the personal security benefit was prompted by the results of an analysis provided by an independent professional consulting firm specializing in executive safety and security. Based on these results, the Board approved personal security services to Mr. Antokol and his family. We also maintain a corporate aircraft that is used primarily for business travel by our executive officers. The Board, based on the foregoing executive safety and security analysis, has determined that

Mr. Antokol will be required to use our corporate aircraft for all travel (or otherwise via private air travel), including non-business travel. However, during 2022, due to operational circumstances or the cost of a private aircraft, Mr. Antokol occasionally travelled by commercial airline. During 2020,2022, Mr. Antokol reimbursed the company for the full incremental cost to the company of any personal aircraft use. On occasion, our executive officers may have family members and other guests accompany them on our corporate aircraft when traveling on business, but we do not incur any incremental cost as a result of such family or guest travel.

•    medical, dental and vision benefits;

•    medical and dependent care flexible spending accounts;

•    short-term and long-term disability insurance; and

•    life and accidental death and disability insurance.

We are party to employment agreements with our Israel-based named executive officers. Mr. Antokol’s employment agreement provides for severance benefits upon his qualifying termination. In addition, all of our Israel-based named executive officers are entitled to severance pay upon termination of employment for any reason, including

A description of these arrangements is set forth under “—Employment Agreements” below, and information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2020,2022, is set forth in “—Potential Payments Upon Termination or Change in Control” below.

As a general matter, the Board reviews and considers the various tax and accounting implications of compensation programs we utilize.

The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal year ended December 31, 2020.2022.