PlayAGS CFO Sells 503k Shares via Merger at $12.50, No Equity Remaining

Rhea-AI Filing Summary

Form 4 filing for PlayAGS, Inc. (NYSE: AGS) dated 07/02/2025 details the disposition of all equity and equity-based awards held by Chief Financial Officer Kimo Akiona upon the closing of the company’s merger with Bingo Merger Sub, Inc., an affiliate of Brightstar Capital Partners, on 06/30/2025.

• Common shares: 503,350 shares were cancelled and converted into the right to receive $12.50 cash per share, resulting in zero common shares remaining.
• Time-based RSUs: 164,246 units were cancelled for a cash payment equal to units × $12.50, less taxes.
• Performance/market RSUs (PSUs): 148,839 units—including performance uplift where applicable—were similarly cancelled for cash at $12.50 per underlying share.
• Phantom Stock Units (PhSUs): 63,723 units were cancelled for cash at $12.50 per unit.

After these transactions the reporting person holds no direct or indirect equity in PlayAGS. The dispositions stem entirely from the consummation of the previously announced Agreement and Plan of Merger dated 05/08/2024; all equity instruments were converted to a fixed cash amount at closing. No open-market sales or discretionary trades were executed, and no prices other than the agreed $12.50 per share merger consideration are disclosed.

The filing affirms that the merger is final, Section 16 obligations end, and the executive’s equity incentives have been monetised. Investors should view this document as a procedural step confirming cash-out terms rather than a new strategic development.

Positive

• Merger consummation confirmed: Filing verifies that the Brightstar Capital Partners buyout closed on 06/30/2025 at $12.50 per share.
• Cash certainty: All equity instruments converted to cash, eliminating valuation and liquidity risk for former shareholders.

Negative

• Zero remaining insider ownership: CFO now holds no equity, removing ongoing alignment with minority investors—relevant if the company were still public.

Insights

Equity Compensation Analyst

TL;DR Transaction cancels all insider equity at $12.50 cash per share, confirming PlayAGS merger close; no further insider ownership.

All Akiona holdings—common, RSUs, PSUs, and PhSUs—were mandatorily cancelled at a fixed $12.50, reflecting the final merger consideration. From an incentive-alignment perspective, the CFO now lacks continuing equity exposure, implying future retention packages will need redesign by the private-equity owner. There is no discretionary sale pressure nor valuation signal; this is purely mechanical under the Merger Agreement. The impact on outside shareholders is neutral because their payout terms were locked in when the merger was approved.

M&A Specialist

TL;DR Filing mechanically confirms Brightstar’s $12.50-per-share take-private deal is closed and all executive equity settled.

This Form 4 serves as post-closing housekeeping. The cash conversion terms align exactly with the Merger Agreement of 05/08/2024—no earn-outs, escrows, or option re-pricings appear. From a transactional standpoint, closing risk is now zero, consideration is definitive, and dissent mechanisms, if any, fall outside Section 16 reporting. Market impact is minimal because settlement terms were already priced in when the merger received shareholder approval. Hence I classify the information as not impactful to current valuation.

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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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^*

Akiona Kimo

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO Chief Acctg Off and Treas

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		503,350(1)	D	(2)	0	D
Restricted Stock Units	06/30/2025		D		164,246(3)	D	(4)	0	D
Restricted Stock Units	06/30/2025		D		148,839(5)	D	(6)	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
Phantom Stock Units	(7)	06/30/2025		D			63,723(8)	(7)	(7)	.(7)	(7)	(7)	0(7)	D

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.

5. Reflects disposition of Issuer restricted stock unit awards that vested based on either solely the achievement of performance goals or both the achievement of performance goals and continued employment or service (each, a "PSU"), the amount of some restricted stock unit awards increased based on the stock price achieved that was greater than the target, upon the consummation of the transactions contemplated by the Merger Agreement, including the consummation of the Merger on June 30, 2025.

6. At the Effective Time, each PSU 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, (determined without regard to future employment or service vesting requirements) issuable in settlement of such PSU immediately prior to the Effective Time, multiplied by (ii) $12.50, less applicable tax withholdings.

7. At the Effective Time, each PhSU 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 units underlying such PhSU, multiplied by (ii) $12.50, less applicable tax withholdings.

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

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

What price did PlayAGS (AGS) shareholders receive in the merger?

Each share was converted into $12.50 in cash, without interest, at closing on 06/30/2025.

How many PlayAGS common shares did CFO Kimo Akiona dispose of?

503,350 common shares were cancelled and paid out in cash under the merger terms.

What happened to outstanding RSUs and PSUs held by the executive?

All 164,246 RSUs and 148,839 PSUs were cancelled and cashed out at $12.50 per underlying share.

Did the insider sell shares on the open market?

No. The dispositions were automatic cancellations under the Merger Agreement, not market sales.

Does the CFO retain any PlayAGS equity after the merger?

No. The Form 4 shows zero shares or derivative units remaining after settlement.