PlayAGS Officer Sells 205,731 Equity Units in $12.50-per-Share Take-Private Deal

Rhea-AI Filing Summary

Form 4 overview: PlayAGS, Inc. (ticker: AGS) Chief Business & Legal Officer Robert Barron Ziems filed a Form 4 reporting the complete disposition of his equity holdings on 30 June 2025, the closing date of the company’s merger with Bingo Merger Sub, Inc., an affiliate of Brightstar Capital Partners.

Merger consideration: At the merger’s effective time, each share of AGS common stock and each outstanding equity award was cancelled and converted into the right to receive $12.50 in cash

Securities affected:

• 44,305 shares of common stock
• 39,169 time-based restricted stock units (RSUs)
• 65,596 performance-based restricted stock units (PSUs)
• 56,661 phantom stock units (PhSUs)

In total, 205,731 equity units were converted to cash. Following the transaction, Ziems reports zero beneficial ownership of AGS securities.

Implications: The filing confirms (1) formal completion of the Brightstar-backed take-private transaction, (2) cash payment terms to all equity holders, and (3) the termination of insider ownership and related Section 16 reporting obligations going forward.

Positive

• Merger consummation on 30 June 2025 delivers a definitive $12.50-per-share cash payout to all AGS equity holders.
• Elimination of future dilution as 205,731 insider-held equity units are cancelled and paid in cash, simplifying capital structure.

Negative

• Insider ownership drops to zero, removing management’s equity alignment with the company going forward (now privately held).
• Public investors lose future upside participation because AGS leaves public markets after the cash-out.

Insights

Financial Analyst

TL;DR: Insider Form 4 confirms $12.50-per-share cash merger completed; officer exits with no remaining AGS equity.

The filing provides transactional clarity: 205,731 equity units across common, RSUs, PSUs and PhSUs were surrendered and paid out in cash, crystallising value at $12.50 per share/unit. Because all awards, vested and unvested alike, were cashed out, remaining dilution risk is eliminated and minority holders receive identical consideration. Completion of the merger removes AGS from public markets and finalises liquidity for shareholders—an overall positive liquidity event. From a valuation standpoint, no incremental numbers beyond the cash price are disclosed, so additional upside potential now rests with the private sponsor, not public investors.

Corporate Governance Expert

TL;DR: Filing documents mandatory cash-out and ends executive’s Section 16 insider status.

The Form 4 records a mechanics-driven disposal rather than voluntary selling. All equity instruments—whether performance or service based—were treated identically, complying with merger agreement provisions. Governance-wise, conversion of unvested awards into cash at the same price protects employee interests and avoids preferential treatment. With post-transaction beneficial ownership at zero, Ziems will cease future insider filings, signalling the wrap-up of public-company governance requirements. Impact to remaining investors is limited because public float disappears upon merger closing; therefore, I deem materiality for ongoing investors as neutral.

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^*

Ziems Robert Barron

(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)
	Chief Bus. and Legal Officer

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		44,305(1)	D	(2)	0	D
Restricted Stock Units	06/30/2025		D		39,169(3)	D	(4)	0	D
Restricted Stock Units	06/30/2025		D		65,596(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			56,661(8)	(7)	(7)	.	0(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 between Issuer and Merger Sub 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	07/02/2025
	** Signature of Reporting Person	Date
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FAQ

What triggered the insider's disposition of AGS shares?

The closing of PlayAGS’ merger with Bingo Merger Sub, Inc. on 30 June 2025 cancelled all shares and awards, converting them to cash at $12.50.

How much cash did each AGS share or unit receive?

Each common share, RSU, PSU or PhSU was converted into the right to receive $12.50 in cash, before tax withholding.

How many AGS equity units did Chief Business & Legal Officer Robert Ziems dispose of?

Ziems disposed of 205,731 units in total: 44,305 common shares, 39,169 RSUs, 65,596 PSUs, and 56,661 PhSUs.

Does the officer retain any AGS securities after the merger?

No. The filing shows zero beneficial ownership following the cash-out.

Why will there be no further Form 4 filings for this officer?

AGS has become private, and Ziems no longer owns AGS securities, removing his Section 16 reporting obligation.