Form 4: PlayAGS Director Disposes Shares as Company Completes $12.50 Per Share Merger

PlayAGS, Inc. Director Yvette Landau has reported the disposition of all her common stock and restricted stock units following the consummation of the company's merger with an affiliate of Brightstar Capital Partners at $12.50 per share.

Summary

• PlayAGS, Inc. (AGS) completed its merger with Bingo Merger Sub, Inc., a wholly-owned subsidiary of Bingo Holdings I, LLC, an affiliate of Brightstar Capital Partners, on June 30, 2025.
• At the effective time of the merger, each outstanding share of PlayAGS common stock was converted into the right to receive $12.50 in cash, without interest, subject to applicable tax withholdings.
• Director Yvette Landau disposed of 67,658 shares of PlayAGS common stock as a result of the merger.
• Yvette Landau also disposed of 6,544 restricted stock units (RSUs), which were converted into a cash payment equal to the number of underlying shares multiplied by $12.50, less applicable tax withholdings.
• Following these transactions, Yvette Landau's beneficial ownership of PlayAGS common stock and restricted stock units is 0.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received a definitive cash payout for their shares, representing the successful completion of an acquisition. However, it signifies the end of PlayAGS as an independent public company, which could be viewed neutrally or slightly negatively by those who preferred its public status.

Positives

• Shareholders of PlayAGS, Inc. received a cash payment of $12.50 per share for their common stock, providing a clear exit value.
• Restricted Stock Unit holders also received a cash payout based on the $12.50 per share merger price.

Negatives

• PlayAGS, Inc. will cease to be a publicly traded company, removing its shares from public exchanges.
• Existing shareholders no longer have an equity stake in the company's future operations or potential growth.

Risks

• Cash payments for shares and RSUs are subject to any withholding of taxes required by applicable law.

Future Outlook

PlayAGS, Inc. will no longer operate as an independent public entity following its acquisition by an affiliate of Brightstar Capital Partners, transitioning to private ownership.

Management Comments

• The foregoing descriptions in the footnotes to this Form 4 are qualified in their entirety by reference to the terms of the Merger Agreement.
• In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

Industry Context

This merger reflects a trend of consolidation within the gaming and entertainment technology sector, where private equity firms are acquiring publicly traded companies to optimize operations or pursue long-term strategies away from public market pressures.

Comparison to Industry Standards

• The $12.50 per share cash consideration for PlayAGS shareholders represents the final valuation agreed upon in the merger, which would typically be benchmarked against recent M&A transactions in the gaming equipment and technology sector, such as acquisitions of companies like Scientific Games' lottery business or Everi Holdings, though specific comparable deal multiples are not provided in this filing.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received a cash payout of $12.50 per share, concluding their investment in PlayAGS.
• Employees: Future employment and compensation structures will be determined by the new private ownership.
• Customers and Suppliers: Operations are expected to continue under the new ownership, but strategic priorities may shift.

Next Steps

• PlayAGS, Inc. will be delisted from public stock exchanges and will operate as a privately held company under the ownership of Bingo Holdings I, LLC.

Key Dates

Keywords

PlayAGS, AGS, Merger, Acquisition, Form 4, Director, Stock Disposition, Restricted Stock Units, Brightstar Capital Partners, Gaming Industry