Andre Agassi entities boost AASP stake via warrant exercise and taxes

Rhea-AI Filing Summary

Agassi Sports Entertainment Corp. reported insider transactions by entities associated with Andre Agassi, a more than 10% owner. On February 6, 2026, Investments AKA, LLC exercised a warrant to acquire 705,417 shares of common stock at $0.397 per share through a cashless exercise. The company withheld 54,186 shares to cover the exercise price and issued 651,231 shares to the LLC. A related tax-withholding disposition reduced the position, leaving 1,603,354 shares of common stock held indirectly through LLC structures managed by Agassi, along with an additional 637,044 shares held indirectly through another LLC chain.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AGASSI ANDRE K

(Last) (First) (Middle)

1120 N. TOWN CENTER DR #160

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Agassi Sports Entertainment Corp. [ AASP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		M		705,417(1)	A	$0.397	1,657,540	I	BY LLC(2)
Common Stock	02/06/2026		F		54,186(1)	D	$5.1683	1,603,354	I	BY LLC(2)
Common Stock								637,044	I	BY LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	$0.397	02/06/2025		M			705,417	(4)	07/03/2029	Common Stock	705,417	$0	0	I	BY LLC(2)

Explanation of Responses:

1. On February 6, 2026, Investments AKA, LLC exercised a warrant to purchase 705,417 shares of the Issuer's common stock for $0.397 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer withholding 54,186 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 651,231 shares.

2. These shares are held directly by Investments AKA, LLC which is managed by Agassi Ventures, LLC which is managed by the Reporting Person. All of the membership interests of Investments AKA, LLC are held by Agassi Ventures, LLC. The Andre Agassi Trust, of which the Reporting Person is the Trustee, holds all of the membership interests of Agassi Ventures, LLC.

3. These shares are held directly by ASI Group, LLC which is managed by AKA Four, LLC which is managed by Agassi Ventures, LLC which is managed by the Reporting Person. Investments AKA, LLC owns 100% of ASI Group, LLC.

4. Half of the warrants were exercisable immediately upon grant on July 3, 2024 and the other half of the warrants were exercisable on July 3, 2025.

	/s/ Andre K. Agassi	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did AASP disclose for Andre Agassi-related entities?

Entities managed by Andre Agassi reported a warrant exercise and related tax disposition. Investments AKA, LLC exercised warrants for 705,417 Agassi Sports common shares via cashless exercise, with 54,186 shares withheld and 651,231 shares issued to the LLC, changing indirect ownership balances.

How many Agassi Sports (AASP) shares were acquired through the warrant exercise?

Investments AKA, LLC exercised warrants to acquire 705,417 Agassi Sports common shares. The transaction used a cashless method, so 54,186 shares were withheld to pay the exercise price, and 651,231 net shares were issued to the LLC as part of the overall restructuring.

What was the price per share on the AASP warrant exercise by the Agassi-affiliated LLC?

The exercised warrants had an exercise price of $0.397 per Agassi Sports common share. Although the transaction was cashless, this price determined how many of the 705,417 warrant shares were withheld (54,186) and how many (651,231) were ultimately issued to Investments AKA, LLC.

Did Andre Agassi personally trade AASP shares, or were transactions through entities?

The transactions were reported as indirect, executed by Investments AKA, LLC and other LLCs. These entities are managed through Agassi Ventures, LLC and an Andre Agassi trust, with Agassi as trustee, meaning the holdings are structured through affiliated entities rather than direct personal ownership.

How many Agassi Sports (AASP) shares are indirectly held after these transactions?

Following the February 6, 2026 activity, one LLC structure associated with Andre Agassi holds 1,603,354 Agassi Sports common shares indirectly. Another LLC chain holds an additional 637,044 shares indirectly, reflecting updated beneficial ownership across multiple related investment entities.

What does the tax-withholding disposition in the AASP Form 4 mean?

The filing shows a tax-withholding disposition of 54,186 Agassi Sports shares coded “F.” This indicates some shares from the warrant exercise were withheld to pay the exercise price or taxes, rather than being sold on the open market for discretionary trading purposes.