Inspired Entertainment (INSE) insider reports extensive indirect RSU and trust holdings
Rhea-AI Filing Summary
Inspired Entertainment, Inc. reports that Carly M. Weil has become a Section 16 reporting person as a ten percent owner due to a passive increase in her beneficial ownership percentage following a reduction in outstanding common shares. The reported interests are held indirectly through various LLCs and trusts established for estate-planning purposes by Executive Chairman A. Lorne Weil; both he and the reporting person may be deemed indirect beneficial owners, though Ms. Weil disclaims beneficial ownership except to the extent of any pecuniary interest. The holdings include multiple categories of restricted stock units and common stock held in trusts, with certain RSUs settling on a deferred basis and others subject to performance, stock-price targets, or vesting on December 31, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Weil Carly M.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Restricted Stock Units F6, F5, F1, F3 | -- | -- | -- |
| holding | Performance Restricted Stock Units F6, F7, F1, F3 | -- | -- | -- |
| holding | Stock Price Restricted Stock Units F6, F8, F1, F3 | -- | -- | -- |
| holding | Restricted Stock Units F6, F9, F1, F3 | -- | -- | -- |
| holding | Performance Restricted Stock Units F6, F10, F1, F3 | -- | -- | -- |
| holding | Common Stock F1, F2 | -- | -- | -- |
| holding | Common Stock F1, F3 | -- | -- | -- |
| holding | Common Stock F1, F4 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 1,104,606 shares (Indirect, By LLC);
Performance Restricted Stock Units — 336,500 shares (Indirect, By LLC);
Stock Price Restricted Stock Units — 522,500 shares (Indirect, By LLC);
Common Stock — 622,771 shares (Indirect, By Trusts);
Common Stock — 542,399 shares (Indirect, By LLC)
Footnotes (10)
- F1. The securities reported herein are held by various LLCs and trusts established for estate planning purposes by the reporting person's uncle, A. Lorne Weil, the Issuer's Executive Chairman, who files Section 16 reports that include these same securities as indirect beneficial ownership interests. The reporting person holds various roles with respect to such LLCs and trusts and, accordingly, may also be deemed to be an indirect beneficial owner of the securities under Rule 16a-1(a)(1). The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose or that the reporting person and Mr. Weil constitute a 'group' for purposes of Section 13(d) or Section 16 of the Exchange Act.
- F2. Held by trusts for the benefit of Mr. Weil's children.
- F3. The membership interests of the LLC that holds the securities (Hydralex Holdings LLC) are owned by trusts for the benefit of Mr. Weil's children and other beneficiaries including the reporting person.
- F4. The membership interests of the LLC that holds the securities (Angele Delaware Investments LLC) are owned by a trust for the benefit of Mr. Weil's children and other beneficiaries including the reporting person.
- F5. Comprised of grants of restricted stock units that previously satisfied the applicable vesting criteria and settle on a deferred basis. References herein to settlement on a "deferred basis" means settlement will not occur until Mr. Weil's services with the Issuer terminate or upon a change in control of the Issuer.
- F6. Each unit represents a right to receive one share of common stock at settlement.
- F7. Comprised of grants of performance restricted stock units, as to which an aggregate of 229,166 units met the applicable vesting criteria and settle on a deferred basis. There are two remaining tranches (each in the amount of 41,667 units) conditioned on attainment of pre-established performance criteria for the years 2026 and 2027.
- F8. Comprised of grants of stock price restricted stock units, as to which an aggregate of 331,250 units met the applicable vesting criteria and settle on a deferred basis. There are three remaining tranches which are conditioned on attainment of various price targets: $17.50 (81,250 units), $20.00 (78,750 units) and $22.50 (31,250 units).
- F9. These restricted stock units are scheduled to vest on December 31, 2026.
- F10. These performance restricted stock units met the applicable performance criteria and are scheduled to vest on December 31, 2026.
Key Figures
Restricted Stock Unit underlying shares: 1,091,272 shares
Performance RSU underlying shares: 312,500 shares
Stock price RSU underlying shares: 522,500 shares
+5 more
8 metrics
Restricted Stock Unit underlying shares
1,091,272 shares
Indirect holdings in restricted stock units linked to common stock
Performance RSU underlying shares
312,500 shares
Indirect holdings in performance restricted stock units
Stock price RSU underlying shares
522,500 shares
Indirect holdings in stock price restricted stock units
Additional RSU underlying shares
13,334 shares
Restricted stock units scheduled to vest on December 31, 2026
Additional performance RSU shares
24,000 shares
Performance RSUs meeting criteria, vesting December 31, 2026
Indirect common stock in trusts
622,771 shares
Common stock held by trusts for benefit of Mr. Weil’s children and others
Remaining performance RSU tranches
2 × 41,667 units
Conditioned on performance criteria for 2026 and 2027
Stock price RSU targets
$17.50, $20.00, $22.50
Price targets for remaining RSU tranches of 81,250; 78,750; 31,250 units
Key Terms
Section 16, Restricted Stock Units, performance restricted stock units, stock price restricted stock units, +2 more
6 terms
Section 16 regulatory
"The reporting person became subject to Section 16 reporting requirements"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Restricted Stock Units financial
"Comprised of grants of restricted stock units that previously satisfied"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance restricted stock units financial
"Comprised of grants of performance restricted stock units, as to which"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
stock price restricted stock units financial
"Comprised of grants of stock price restricted stock units, as to which"
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest"
deferred basis financial
"settle on a deferred basis. References herein to settlement on a "deferred basis""
FAQ
Why did Carly M. Weil file a Form 3 for Inspired Entertainment (INSE)?
Carly M. Weil filed a Form 3 because she became a ten percent owner subject to Section 16 after a passive increase in her beneficial ownership percentage following a reduction in Inspired Entertainment’s outstanding common shares.
How are Carly M. Weil’s INSE holdings structured in this Form 3?
The reported securities are held indirectly through various LLCs and trusts created for estate-planning purposes by Executive Chairman A. Lorne Weil, with Ms. Weil holding roles in those entities and potentially having a pecuniary interest.
What restricted stock unit positions are reported for Carly M. Weil in INSE?
Indirect positions include 1,091,272 underlying shares from restricted stock units, 312,500 from performance RSUs, 522,500 from stock price RSUs, plus smaller RSU grants of 13,334 and 24,000 underlying common shares.
What common stock holdings are reported for Carly M. Weil in INSE?
Indirect common stock holdings include 622,771 shares held by trusts for the benefit of A. Lorne Weil’s children and other beneficiaries, including Carly M. Weil, as part of broader estate-planning structures.
What are the key vesting and performance conditions on INSE’s RSUs in this filing?
Some RSUs settle on a deferred basis upon Mr. Weil’s service termination or a change in control. Others vest on December 31, 2026, with remaining tranches tied to performance criteria for 2026–2027 and specific stock price targets.
Does Carly M. Weil claim full beneficial ownership of these INSE securities?
No. Carly M. Weil disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest, and the filing states it is not an admission of beneficial ownership or group status with A. Lorne Weil.
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