PlayAGS Form 4 Confirms $12.50-per-Share Cash Out; Insider Holdings Zeroed

Rhea-AI Filing Summary

PlayAGS, Inc. (AGS) – Form 4 insider filing documents that non-executive director Geoff Freeman disposed of his entire beneficial stake upon the closing of the company’s merger with Bingo Merger Sub, an affiliate of Brightstar Capital Partners.

• Date of transaction: 30 June 2025 (Effective Time of the merger).
• Securities affected: 58,228 common shares and 6,544 restricted stock units (RSUs).
• Consideration: Each common share and each share underlying an RSU was converted into the right to receive $12.50 cash, with no interest and subject to withholding taxes.
• Post-transaction holdings: 0 shares/RSUs reported; ownership classification: Direct.
• The disposition occurs automatically under the Agreement and Plan of Merger dated 8 May 2024; no open-market trade or discretionary sale was executed.

The filing confirms the consummation of the merger on 30 June 2025, implying that public shareholders will similarly receive the $12.50 per-share cash consideration and that AGS will cease trading as a public company. No other derivative positions were reported.

Positive

• Merger completion confirmed: cash consideration of $12.50 per share is now enforceable for all AGS shareholders.
• Deal-completion risk eliminated: filing shows regulatory and closing conditions have been satisfied.

Negative

• Public market exit: AGS shareholders lose potential future upside as company goes private.
• No continuing insider stake: management/director alignment with future performance ends once cash is paid.

Insights

Equity Research Analyst

TL;DR – Filing confirms AGS buyout closed; director’s shares cashed at $12.50, eliminating insider holdings.

The Form 4 provides hard evidence that the Brightstar-led acquisition of PlayAGS closed on 30 June 2025. All outstanding equity—including 58,228 director shares and 6,544 RSUs—was automatically cancelled for $12.50 cash. Investors now have clarity that the transaction has settled and that AGS shares will be delisted. Because the consideration was fixed when the deal was announced, this filing does not change valuation, but it removes deal-completion risk and starts the payout process. The absence of any continuing ownership by insiders also indicates AGS is transitioning fully to private status, eliminating future public reporting.

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

OMB APPROVAL

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X

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^*

Freeman Geoff

(Last) (First) (Middle)

6775 S. EDMOND ST., STE. 300

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PlayAGS, Inc. [ AGS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		D		58,228(1)	D	(2)	0	D
Restricted Stock Units	06/30/2025		D		6,544(3)	D	(4)	0	D

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

Explanation of Responses:

1. Reflects disposition of PlayAGS, Inc. ("Issuer") common stock, par value $0.01 per share ("Common Stock"), upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 8, 2024, by and among Issuer, Bingo Holdings I, LLC, a Delaware limited liability company ("Parent") and an affiliate of Brightstar Capital Partners, and Bingo Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on June 30, 2025.

2. At the effective time of the Merger (the "Effective Time"), each share of Common Stock that was outstanding as of immediately prior to the Effective Time was canceled and ceased to exist and was converted into the right to receive $12.50 in cash, without interest, subject to any withholding of taxes required by applicable law.

3. Reflects disposition of Issuer restricted stock unit awards that vested based solely upon continued employment or service (each, a "RSU") upon the consummation of the transactions contemplated by the Merger Agreement, including the consummation of the Merger on June 30, 2025.

4. At the Effective Time, each RSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the total number of shares of Issuer common stock, par value $0.01 per share, underlying such RSU, multiplied by (ii) 12.50, less applicable tax withholdings.

Remarks:

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.

	/s/Rob Ziems, Attorney in Fact	07/02/2025
	** Signature of Reporting Person	Date
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FAQ

When did PlayAGS (AGS) complete its merger?

The merger closed on June 30, 2025, as stated in the Form 4.

What cash amount will AGS shareholders receive?

Each common share is converted into the right to receive $12.50 in cash, without interest.

How many shares did Director Geoff Freeman dispose of?

He disposed of 58,228 common shares and 6,544 RSUs at the merger’s effective time.

Does the director still own any PlayAGS securities after the transaction?

No. The Form 4 shows 0 shares owned following the merger.

What happened to outstanding RSUs in the merger?

Each RSU was cancelled and paid out in cash equal to the number of underlying shares multiplied by $12.50.