PlayAGS Director Sells 44,511 Shares via $12.50 Take-Private Merger

Rhea-AI Filing Summary

PlayAGS, Inc. (AGS) – Insider Form 4 highlights completion of Brightstar Capital Partners buyout

Director David-Jacques Farahi reported the automatic disposition of 37,967 common shares and 6,544 restricted stock units on 30 Jun 2025, the date PlayAGS merged with Bingo Merger Sub under the 8 May 2024 Merger Agreement. At the merger’s effective time, every outstanding share and RSU was cancelled and converted into the right to receive $12.50 cash per underlying share, before taxes. Following the transaction the reporting person now holds no AGS equity, reflecting the company’s transition to private ownership under Brightstar’s affiliate.

This filing does not introduce new financial results, but it confirms the cash-out price, eliminates equity overhang, and removes Section 16 reporting obligations for the insider. For public shareholders, the Form 4 evidences final deal closing and cash consideration delivery, effectively ending AGS public trading status.

Positive

• Merger consummation confirmed, eliminating closing uncertainty and securing $12.50 cash per share for investors.
• Full cash consideration provides immediate liquidity without future performance risk.

Negative

• Public equity cancelled; investors lose potential for further upside participation in PlayAGS post-privatisation.
• Delisting expected, ending regular liquidity and disclosure for former shareholders.

Insights

M&A Specialist

TL;DR – Filing confirms merger closed; shareholders receive $12.50 cash, eliminating deal risk.

The Form 4 records the mandatory cancellation of insider equity upon Brightstar’s take-private of PlayAGS. Because consideration is all-cash at a previously disclosed $12.50, the filing primarily serves as legal confirmation that the transaction closed on schedule. From an M&A perspective, completion removes execution risk and finalises liquidity for all holders. The $12.50 price represents a ~41 % premium to AGS’s unaffected price at announcement (data from prior deal docs, not reiterated here). No post-closing contingencies or escrow are referenced, implying straightforward payout. Impact is mildly positive in that shareholders receive agreed value and can redeploy capital, but upside beyond $12.50 is foreclosed once shares are cancelled.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Farahi David-Jacques

(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		37,967(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction is reported in PlayAGS (AGS) Form 4?

Disposition of all insider shares and RSUs upon the 30 Jun 2025 merger closing with Brightstar’s affiliate.

How much cash do AGS shareholders receive after the merger?

$12.50 per share, paid in cash without interest, subject to tax withholding.

Does the insider retain any AGS shares after the transaction?

No. The filing shows zero remaining beneficial ownership post-merger.

Why were restricted stock units cancelled?

All RSUs converted into a cash payment equal to shares underlying each award multiplied by $12.50, per the Merger Agreement.

Is AGS still subject to SEC reporting requirements?

Once the merger is effective and shares are cancelled, AGS will cease to be publicly traded and Section 16 reporting ends.