Form 4: PlayAGS Director David-Jacques Farahi Disposes All Shares Following Merger Completion

PlayAGS, Inc. Director David-Jacques Farahi has reported the disposition of all his common stock and restricted stock units as a result of the company's merger with Bingo Merger Sub, Inc., an affiliate of Brightstar Capital Partners, effective June 30, 2025.

Summary

• Director David-Jacques Farahi disposed of 37,967 shares of PlayAGS, Inc. common stock.
• He also disposed of 6,544 restricted stock units (RSUs) in PlayAGS, Inc.
• The dispositions occurred on June 30, 2025, coinciding with the consummation of the merger between PlayAGS, Inc. and Bingo Merger Sub, Inc.
• Each share of common stock was converted into the right to receive $12.50 in cash.
• Each RSU, whether vested or unvested, was converted into the right to receive cash equal to the number of underlying shares multiplied by $12.50, less applicable tax withholdings.
• The merger was contemplated by an Agreement and Plan of Merger dated May 8, 2024, involving PlayAGS, Inc., Bingo Holdings I, LLC (Parent, an affiliate of Brightstar Capital Partners), and Bingo Merger Sub, Inc. (wholly owned subsidiary of Parent).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for the reporting person as they received a fixed cash payout for their equity, providing certainty and liquidity, though they no longer hold equity in the company.

Positives

• Director David-Jacques Farahi received a cash payment of $12.50 per share for his common stock holdings, providing liquidity.
• Restricted stock units were also converted to cash at the same per-share value, ensuring a clear payout for these awards.

Negatives

• Director David-Jacques Farahi no longer holds any beneficial ownership in PlayAGS, Inc. following the merger, meaning he will not participate in any future upside of the company under its new ownership.

Industry Context

This transaction reflects a common outcome in the gaming technology industry where companies are acquired by private equity firms, leading to the delisting of public shares and the conversion of equity holdings into cash for existing shareholders and insiders.

Stakeholder Impact

• Shareholders: All common stock holders, including the reporting person, received $12.50 per share in cash, concluding their investment in PlayAGS, Inc. as a publicly traded entity.
• Employees (holding RSUs): Employees with restricted stock units received a cash payout based on the merger price, providing liquidity for their equity awards.

Key Dates

Keywords

PlayAGS, AGS, Merger, Acquisition, SEC Form 4, Director, Share Disposition, Restricted Stock Units, Brightstar Capital Partners, Bingo Holdings I, Bingo Merger Sub