SCHEDULE: Weil Family Boosts Stake in Inspired Entertainment
Beneficial Ownership Update
A. Lorne Weil and related trusts have increased their beneficial ownership in Inspired Entertainment, Inc. through recent share purchases and equity award settlements.
Summary
- A. Lorne Weil and related trusts increased their beneficial ownership in Inspired Entertainment, Inc.
- The A. Lorne Weil 2024 Family Trusts II purchased an aggregate of 50,000 shares of Common Stock between March 25-27, 2026, for a total cost of $340,835, including brokerage commissions.
- These purchases included 8,341 shares at a weighted average price of $6.66 on March 25, 21,659 shares at $6.85 on March 26, and 20,000 shares at $6.80 on March 27.
- The same trusts also purchased 50,000 shares on November 26, 2025, for an aggregate cost of $406,360, including brokerage commissions.
- Between January 2025 and January 2026, 49,384 shares were issued to Hydralex LLC and 7,653 shares to Lorne Weil as net settlement for vested Units.
- An aggregate of 189,166 special sign-on Units (85,000 RSUs and 104,166 PSUs) met vesting criteria between December 2024 and March 2026, with settlement deferred.
- A. Lorne Weil's beneficial ownership is 3,123,238 shares, representing 10.9% of the class outstanding.
- Carly M. Weil's beneficial ownership is 2,816,858 shares, representing 9.8% of the class outstanding.
- William C. Adams' beneficial ownership is 1,925,117 shares, representing 6.7% of the class outstanding.
- The total outstanding shares used for percentage calculation were 27,059,573 as of March 5, 2026, plus 1,651,688 vested Units.
- Lorne Weil's employment term as Executive Chairman was extended to December 31, 2028, via a Third Addendum to his Employment Agreement, effective January 29, 2025.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive development, reflecting continued insider confidence through share purchases and stability in executive leadership with the extension of Lorne Weil's employment agreement.
Positives
- Increased insider ownership by A. Lorne Weil and related trusts, signaling confidence in the company's future.
- Extension of A. Lorne Weil's employment as Executive Chairman until December 31, 2028, provides leadership stability.
- Significant number of unvested PSUs tied to future Adjusted EBITDA and stock price targets, aligning management incentives with shareholder value.
Future Outlook
The filing indicates that a significant portion of A. Lorne Weil's equity awards are unvested and subject to future performance criteria, including Adjusted EBITDA targets for 2026 and 2027, and stock price targets of $17.50, $20.00, and $22.50. The extension of Lorne Weil's employment agreement to December 31, 2028, suggests continued leadership stability and a long-term strategic vision.
Management Comments
- The securities described in this Schedule 13D are held for investment purposes.
- Except in Lorne Weil's capacity as the Executive Chairman of the Issuer, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) (j) of Item 4 of Schedule 13D except as set forth herein.
- The Reporting Persons reserve the right to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable.
- The Reporting Persons reserve the right to change their intention with respect to all matters referred to in this Item 4.
Industry Context
StockSavvy.ai notes that insider buying, particularly by key executives like an Executive Chairman, often signals strong confidence in a company's future prospects, especially in the entertainment and gaming technology sector where strategic leadership is crucial. The extension of a key executive's contract further reinforces stability, which can be a positive signal in an industry subject to rapid technological and regulatory changes.
Comparison to Industry Standards
- StockSavvy.ai observes that the structure of executive compensation, including significant unvested PSUs tied to specific Adjusted EBITDA and stock price targets, aligns with best practices in corporate governance aimed at incentivizing long-term shareholder value creation.
- While specific comparable companies are not mentioned in the filing, such performance-based awards are common among growth-oriented technology and entertainment firms, aiming to motivate management to achieve ambitious financial and market performance milestones.
- For example, similar structures are seen in companies like Scientific Games or Light & Wonder, where executive incentives are often linked to achieving specific financial metrics and stock performance.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Chairman | A. Lorne Weil | A. Lorne Weil | 2025-01-29 | Extension of employment term to December 31, 2028, via Third Addendum to Employment Agreement. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Executive Employment Agreement | Third Addendum to Employment Agreement with A. Lorne Weil, extending his term as Executive Chairman to December 31, 2028. | 2025-01-29 | Provides stability in executive leadership and aligns long-term incentives through performance-based equity awards. |
Related Party Transactions
- Purchases of shares by A. Lorne Weil 2024 Family Trusts II.
- Issuance of shares to Hydralex LLC and Lorne Weil as net settlement of Units.
- Relationships between A. Lorne Weil, Carly M. Weil, and William C. Adams, including Carly Weil's roles as manager/advisor to entities holding shares and Lorne Weil's role as manager of an investment manager for one of the trusts.
Stakeholder Impact
- Shareholders: Increased insider ownership may be viewed positively, signaling confidence. Long-term executive commitment and performance-based incentives could benefit shareholder value.
- Employees: Stability in executive leadership can provide a clear strategic direction.
- Management: Lorne Weil's extended contract and significant unvested equity awards provide strong incentives for long-term performance.
Next Steps
- Continued vesting of various RSU and PSU awards through December 31, 2028, subject to time-based and performance-based criteria (Adjusted EBITDA targets for 2026 and 2027, and stock price targets of $17.50, $20.00, and $22.50).
- Deferred settlement of 1,651,688 vested special sign-on awards upon Lorne Weil's service termination, death, disability, or a change in control of the Issuer.
Key Dates
| Date | Description |
|---|---|
| 2017-06-09 | Initial Schedule 13D filed with the SEC. |
| 2018-01-23 | Amendment to Schedule 13D filed. |
| 2020-10-09 | Original Employment Agreement with A. Lorne Weil dated. |
| 2021-06-21 | Amendment to Lorne Weil's Employment Agreement. |
| 2021-11-29 | Amendment to Schedule 13D filed. |
| 2023-01-12 | Amendment to Lorne Weil's Employment Agreement. |
| 2024-03-08 | Date of award for 13,334 RSUs and 24,000 PSUs to vest on December 31, 2026. |
| 2024-05-23 | Amendment to Schedule 13D filed. |
| 2024-07-02 | Amendment to Schedule 13D filed. |
| 2024-12-01 | Start of period (December 2024 to March 2026) during which 189,166 special sign-on Units met vesting criteria. |
| 2025-01-01 | Effective date of Third Addendum to Employment Agreement with A. Lorne Weil. |
| 2025-01-12 | Amendment to Lorne Weil's Employment Agreement. |
| 2025-01-29 | Date Issuer entered into Third Addendum to Employment Agreement with Lorne Weil, extending his term to December 31, 2028. |
| 2025-02-04 | Date Current Report on Form 8-K filed with SEC, incorporating Weil Addendum as Exhibit 10.1. |
| 2025-02-11 | Date of award for 26,667 RSUs and 39,536 PSUs. |
| 2025-11-26 | A. Lorne Weil 2024 Family Trusts II purchased 50,000 shares for $406,360. |
| 2026-01-01 | Start of period (January 2025 to January 2026) during which shares were issued for net settlement of Units. |
| 2026-02-24 | Date of award for 40,000 RSUs and 40,000 PSUs. |
| 2026-03-05 | Date as of which 27,059,573 shares of Common Stock were outstanding, as reported in Form 10-K. |
| 2026-03-10 | Date Annual Report on Form 10-K filed by the Issuer with the SEC. |
| 2026-03-25 | A. Lorne Weil 2024 Family Trusts II purchased 8,341 shares at a weighted average price of $6.66. |
| 2026-03-26 | A. Lorne Weil 2024 Family Trusts II purchased 21,659 shares at a weighted average price of $6.85. |
| 2026-03-27 | Date of event requiring filing of this statement; A. Lorne Weil 2024 Family Trusts II purchased 20,000 shares at a weighted average price of $6.80. |
| 2026-03-31 | Signature date of the Amendment No. 5 filing. |
| 2026-12-31 | Vesting date for 13,334 RSUs, 24,000 PSUs, and first installment of 26,667 RSUs and 40,000 RSUs. |
| 2027-12-31 | Vesting date for second installment of 26,667 RSUs, 39,536 PSUs, and second installment of 40,000 RSUs. |
| 2028-12-31 | Vesting date for third installment of 40,000 RSUs and extended term of A. Lorne Weil's employment. |
Recommendation
holdThe filing primarily details changes in beneficial ownership and an executive contract extension, which are generally positive signals of insider confidence and leadership stability. However, it does not provide new financial performance data or strategic initiatives that would warrant a 'buy' or 'sell' recommendation. The existing unvested PSUs tied to future performance and price targets suggest a long-term alignment of interests, supporting a 'hold' position for current investors while awaiting further operational updates.
Keywords
Inspired Entertainment, INSG, Schedule 13D, Beneficial Ownership, Insider Buying, Equity Awards, Lorne Weil, Common Stock, SEC Filing, Corporate Governance, Executive Compensation
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.