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Brightstar Lottery (BRSL) CFO settles performance units, withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Brightstar Lottery PLC Executive VP and CFO Chiara Massimiliano reported compensation-related equity activity, not open‑market trading. On May 1, 2026, she exercised performance share units from the 2022‑2024 and 2023‑2025 cycles into a total of 73,439 ordinary shares at a conversion price of $0.00 per share. To cover tax liabilities on these vested awards, 35,389 ordinary shares were withheld at a reference price of $12.80 per share, as noted in the footnotes. After these exercises and tax-withholding dispositions, she directly holds 219,364 ordinary shares, reflecting a routine vesting and settlement of long‑term incentive awards rather than discretionary buying or selling.

Positive

  • None.

Negative

  • None.
Insider Chiara Massimiliano
Role Executive VP and CFO
Type Security Shares Price Value
Exercise 2023-2025 Performance Share Units 30,439 $0.00 --
Exercise 2022-2024 Performance Share Units 43,000 $0.00 --
Exercise Ordinary Share 43,000 $0.00 --
Tax Withholding Ordinary Share 20,718 $12.80 $265K
Exercise Ordinary Share 30,439 $0.00 --
Tax Withholding Ordinary Share 14,671 $12.80 $188K
Holdings After Transaction: 2023-2025 Performance Share Units — 30,440 shares (Direct, null); 2022-2024 Performance Share Units — 0 shares (Direct, null); Ordinary Share — 283,082 shares (Direct, null)
Footnotes (1)
  1. Performance share units granted under the Issuer's Long-Term Incentive Plan for the three-year performance period shown in Column 1, based on the Compensation Committee's certified results for that period. Each performance share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, and has no expiration date. The performance share units do not accrue dividends. Following certification, the award vests 50% on May 1 of the year immediately after the performance period ends and 50% on May 1 of the following year. Shares withheld for payment of tax liability.
Performance share units exercised 73,439 shares PSUs from 2022–2024 and 2023–2025 cycles converted on May 1, 2026
Shares withheld for taxes 35,389 shares Withheld at $12.80 per share to cover tax liability
Post-transaction holdings 219,364 shares Ordinary shares directly held by CFO after all reported transactions
Tax reference price $12.80 per share Value used for F-code tax-withholding dispositions
Derivative exercises 73,439 shares ExerciseCount 2, ExerciseShares 73,439 in transaction summary
performance share units financial
"Performance share units granted under the Issuer's Long-Term Incentive Plan for the three-year performance period"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
Long-Term Incentive Plan financial
"Performance share units granted under the Issuer's Long-Term Incentive Plan for the three-year performance period"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion"
Compensation Committee's certified results financial
"based on the Compensation Committee's certified results for that period"
SEC Form 4
FORM 4UNITED 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
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*
Chiara Massimiliano

(Last)(First)(Middle)
10 MEMORIAL BOULEVARD

(Street)
PROVIDENCE RHODE ISLAND 02903

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Brightstar Lottery PLC [ BRSL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive VP and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Share05/01/2026M43,000A(1)283,082D
Ordinary Share05/01/2026F20,718(2)D$12.8219,364D
Ordinary Share05/01/2026M30,439A(1)292,803D
Ordinary Share05/01/2026F14,671(2)D$12.8278,132D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2023-2025 Performance Share Units(1)05/01/2026M30,439 (1) (1)Ordinary Share30,439(1)30,440D
2022-2024 Performance Share Units(1)05/01/2026M43,000 (1) (1)Ordinary Share43,000(1)0D
Explanation of Responses:
1. Performance share units granted under the Issuer's Long-Term Incentive Plan for the three-year performance period shown in Column 1, based on the Compensation Committee's certified results for that period. Each performance share unit represents a contingent right to receive one ordinary share of the Issuer upon vesting, and has no expiration date. The performance share units do not accrue dividends. Following certification, the award vests 50% on May 1 of the year immediately after the performance period ends and 50% on May 1 of the following year.
2. Shares withheld for payment of tax liability.
/s/ Rafael Rosillo, attorney-in-fact05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Brightstar Lottery (BRSL) report for Chiara Massimiliano?

Brightstar Lottery reported that CFO Chiara Massimiliano exercised performance share units into ordinary shares and had a portion of those shares withheld to cover tax liabilities, reflecting routine settlement of long-term incentive compensation rather than discretionary market trades.

How many Brightstar Lottery (BRSL) shares did the CFO acquire and for what awards?

The CFO acquired 73,439 ordinary shares through the exercise of 2022–2024 and 2023–2025 performance share units granted under Brightstar Lottery’s Long-Term Incentive Plan, following the Compensation Committee’s certification of results for those three-year performance periods.

Were any of the CFO’s Brightstar Lottery (BRSL) transactions open-market sales or purchases?

No. The filing shows derivative exercises and tax-withholding dispositions only. Shares were issued upon vesting of performance share units and some were withheld to pay taxes, with no open-market buying or selling activity reported in these transactions.

How many Brightstar Lottery (BRSL) shares does the CFO hold after these Form 4 transactions?

After completing the exercises and related tax-withholding dispositions, CFO Chiara Massimiliano directly holds 219,364 ordinary shares of Brightstar Lottery, according to the post-transaction ownership figures disclosed in the Form 4 filing.