Form 4: PlayAGS CFO Disposes of Equity Holdings Following $12.50 Per Share Merger with Brightstar Capital Affiliate

PlayAGS, Inc.'s Chief Financial Officer, Kimo Akiona, has reported the disposition of all his common stock, restricted stock units, and phantom stock units at $12.50 per share, effective June 30, 2025, due to the company's merger with Bingo Merger Sub, Inc., an affiliate of Brightstar Capital Partners.

Summary

• Kimo Akiona, the Chief Financial Officer, Chief Accounting Officer, and Treasurer of PlayAGS, Inc. (AGS), reported the disposition of his beneficial ownership in the company.
• The disposition occurred on June 30, 2025, coinciding with the consummation of the merger between PlayAGS, Inc. and Bingo Merger Sub, Inc., a wholly-owned subsidiary of Bingo Holdings I, LLC, an affiliate of Brightstar Capital Partners.
• All outstanding shares of Common Stock were converted into the right to receive $12.50 in cash per share.
• A total of 503,350 shares of Common Stock were disposed of.
• Restricted Stock Units (RSUs) that vested based on continued employment or service, totaling 164,246 units, were cancelled and converted into the right to receive cash equal to $12.50 per underlying share.
• Restricted Stock Units (PSUs) that vested based on performance goals and/or continued employment, totaling 148,839 units, were cancelled and converted into the right to receive cash equal to $12.50 per underlying share.
• Phantom Stock Units (PhSUs) that vested based on continued employment or service, totaling 63,723 units, were cancelled and converted into the right to receive cash equal to $12.50 per underlying unit.
• The cash consideration for all disposed securities is subject to applicable tax withholdings.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person due to the cash payout for all equity holdings. For the company, it represents the expected conclusion of a strategic merger, providing a clear exit for public shareholders.

Positives

• The reporting person, Kimo Akiona, received a cash payout for all his equity holdings, including common stock, restricted stock units, and phantom stock units, at a fixed price of $12.50 per share/unit.
• The merger provides a clear liquidity event for shareholders, converting their equity into cash.

Negatives

• PlayAGS, Inc. will cease to be a publicly traded entity following the merger, removing it from public investment opportunities.

Risks

• The cash consideration received from the merger is subject to any withholding of taxes required by applicable law.

Future Outlook

The document indicates the consummation of a merger, which will result in PlayAGS, Inc. becoming a privately held company under the ownership of an affiliate of Brightstar Capital Partners. This signifies the end of its public trading status.

Industry Context

This transaction reflects a broader trend of private equity firms acquiring publicly traded companies, particularly in sectors like gaming technology, to take them private. Such acquisitions often aim to restructure operations, optimize performance away from public market pressures, or prepare for future re-listing or sale.

Stakeholder Impact

• Shareholders: All public shareholders will receive $12.50 in cash per share for their common stock, providing a liquidity event.
• Employees (including the reporting person): Equity awards (RSUs, PSUs, PhSUs) are converted into cash at $12.50 per unit, providing a financial benefit.

Next Steps

• PlayAGS, Inc. will cease to be a publicly traded company following the merger.
• The terms of the Merger Agreement will control in the event of any conflict with the descriptions in this Form 4.

Key Dates

Keywords

SEC Form 4, PlayAGS, AGS, Merger, Acquisition, Brightstar Capital Partners, Insider Transaction, Beneficial Ownership, Restricted Stock Units, Phantom Stock Units, Common Stock, Corporate Action, Gaming Technology