PLAYSTUDIOS (NASDAQ: MYPS) CEO moves shares to trust, settles RSUs

Rhea-AI Filing Summary

PLAYSTUDIOS, Inc. Chairman and CEO Andrew S. Pascal reported several equity award-related transactions in Class A common stock and related instruments. On February 17, 2026, 375,000 and 208,334 Restricted Stock Units were exercised into the same number of Class A shares, and 233,871 Class A shares were disposed of to cover tax withholding at a price of $0.4869 per share, which the company notes does not represent an open market sale. On February 19, 2026, 349,463 Class A shares moved from Pascal’s direct ownership into the Pascal Family Trust, which the disclosure describes as a change in form of ownership that does not alter his overall beneficial stake. The filing also details his continuing direct and indirect holdings, including Restricted Stock Units, Performance Stock Units, stock options, Earnout Shares, and high-vote Class B common stock held through the Pascal Family Trust and DreamStreet Holdings, LLC, with each Class B share convertible into one Class A share and entitled to twenty votes per share.

Insights

Equity compensation and governance analyst

Transactions reflect routine equity award vesting, tax withholding, and ownership re-titling, with no open market insider selling disclosed.

The disclosure shows Restricted Stock Units converting into Class A common stock, which is typical for executive compensation. The tax-withholding disposition of 233,871 shares at $0.4869 per share is explicitly described as satisfying tax obligations rather than an open market sale.

A subsequent movement of 349,463 Class A shares from direct ownership to the Pascal Family Trust is characterized as a change in form, leaving overall beneficial ownership unchanged. Indirect holdings through the Pascal Family Trust and DreamStreet Holdings, LLC, including high-vote Class B shares, reinforce Andrew Pascal’s governance influence, as each Class B share carries twenty votes and is convertible one-for-one into Class A.

The filing is primarily informational about structure and vesting schedules for RSUs, Performance Stock Units, stock options, and Earnout Shares. It does not disclose discretionary open market buying or selling, so the immediate economic impact appears limited while governance control remains concentrated.

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
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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^*

PASCAL ANDREW S

(Last) (First) (Middle)

10150 COVINGTON CROSS DRIVE

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PLAYSTUDIOS, Inc. [ MYPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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
Class A Common Stock	02/17/2026		M		375,000(1)	A	$0	375,000	D
Class A Common Stock	02/17/2026		M		208,334(1)	A	$0	583,334	D
Class A Common Stock	02/17/2026		F		233,871(2)	D	$0.4869	349,463	D
Class A Common Stock	02/19/2026		J		349,463(3)	D	$0	0	D
Class A Common Stock	02/19/2026		J		349,463(3)	A	$0	1,130,938	I(4)	by Pascal Family Trust
Class A Common Stock								226,371	I(4)	by DreamStreet Holdings, LLC
Class B Common Stock(5)								2,913,005	I(4)	by Pascal Family Trust
Class B Common Stock(5)								9,747,296	I(4)	by DreamStreet Holdings, LLC

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
Restricted Stock Units	$0(6)	02/17/2026		M			375,000	(7)	(7)	Class A Common Stock	375,000	$0	0	D
Restricted Stock Units	$0(6)	02/17/2026		M			208,334	(8)	(8)	Class A Common Stock	208,334	$0	291,667	D
Restricted Stock Units	$0(6)							(9)	(9)	Class A Common Stock	958,334		958,334	D
Performance Stock Units	$0(10)							(10)	(10)	Class A Common Stock	625,000		625,000	D
Stock Options	$1.01							04/17/2021	04/17/2027	Class B Common Stock(5)	1,864,324		1,864,324	D
Earnout Shares	$0							(11)	06/21/2026	Class B Common Stock(5)	416,422		416,422	I	by Pascal Family Trust
Earnout Shares	$0							(11)	06/21/2026	Class B Common Stock(5)	2,296,368		2,296,368	I	by DreamStreet Holdings, LLC
Earnout Shares	$0							(11)	06/21/2026	Class B Common Stock(5)	313,322		313,322	D

Explanation of Responses:

1. Represents shares of Class A common stock issued upon settlement of fully vested Restricted Stock Units.

2. Represents the number of shares of Class A Common Stock that have been withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of Restricted Stock Units and does not represent an open market sale.

3. Represents a transfer by the Reporting Person of shares of Class A common stock from direct ownership to a trust, as a result of which the Reporting Person remains the beneficial owner. This transfer reflects only a change in the form of ownership from direct to indirect and does not affect the overall beneficial ownership of securities by the Reporting Person.

4. The Reporting Person is the manager of DreamStreet Holdings, LLC and the trustee of the Pascal Family Trust.

5. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, par value $0.0001 per share, of the Issuer. Upon transfer, each share of Class B Common Stock will convert into a share of Class A Common Stock, subject to certain limited exceptions. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is entitled to twenty votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

6. Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock.

7. On February 22, 2023, the Reporting Person was granted 1,125,000 unvested Restricted Stock Units, which vest in three equal installments, with one-third vesting on February 15, 2024, one-third vesting on February 15, 2025, and one-third vesting on February 15, 2026, subject in each case to the Reporting Person's continued employment with the Company through the applicable vesting date.

8. On March 11, 2024, the Reporting Person was granted 708,335 unvested Restricted Stock Units, which vest as follows, subject in each case to the Reporting Person's continued employment with the Company through the applicable vesting date: 208,334 Restricted Stock Units vesting on February 15, 2025; 208,334 Restricted Stock Units vesting on February 15, 2026; and 291,667 Restricted Stock Units vesting on February 15, 2027.

9. On March 7, 2025, the Reporting Person was granted 1,000,000 unvested Restricted Stock Units. The Restricted Stock Units are scheduled to vest as follows, subject in each case to the Reporting Person's continued employment with the Company through the applicable vesting date: 41,666 Restricted Stock Units vesting on January 15, 2026; 333,334 Restricted Stock Units vesting on January 15, 2027; and 625,000 Restricted Stock Units vesting on January 15, 2028.

10. On March 7, 2025, the Reporting Person was granted 625,000 unvested Performance Stock Units. Each Performance Stock Unit represents the contingent right to receive, upon vesting and settlement, up to one share of Class A Common Stock. The actual number of shares of Class A Common Stock to be issued upon vesting of such Performance Stock Units will be determined based on, and will be contingent upon, the achievement of certain pre-established performance metrics, as determined by the Compensation Committee of the Company's Board of Directors, for the fiscal year ending December 31, 2025.

11. Payable in two equal tranches if the closing price of the Class A Common Stock exceeds $12.50 and $15.00 per share, respectively, for any 20 trading days within any 30-trading day period commencing on or after the 150th day following the closing (the "Closing") of the business combination pursuant to the Agreement and Plan of Merger, dated as of February 1, 2021, to which the Issuer is a party, and ending no later than the five-year anniversary of the Closing. The Earnout Shares are also subject to potential vesting based on the price targets in connection with a sale of the Issuer.

Remarks:

	/s/ Joel Agena, Attorney-in-Fact	02/19/2026
	** 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).
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FAQ

What insider transactions did PLAYSTUDIOS (MYPS) report for Andrew S. Pascal?

The filing reports RSU exercises into Class A common stock, a tax-withholding share disposition, and a transfer of 349,463 Class A shares from Andrew Pascal’s direct ownership to the Pascal Family Trust, described as a change in form of ownership without altering his overall beneficial stake.

Did the PLAYSTUDIOS (MYPS) Form 4 show any open market sale by Andrew S. Pascal?

No open market sale is described. The 233,871 Class A shares reported under code F were withheld to satisfy income tax obligations on RSU settlement, and the company states this withholding “does not represent an open market sale” of PLAYSTUDIOS Class A common stock.

How many PLAYSTUDIOS (MYPS) shares moved to the Pascal Family Trust?

The report shows 349,463 Class A common shares transferred from Andrew Pascal’s direct ownership to the Pascal Family Trust. The disclosure explains this as a shift from direct to indirect ownership and notes that it does not change his overall beneficial ownership of PLAYSTUDIOS securities.

What equity awards for PLAYSTUDIOS (MYPS) did Andrew S. Pascal exercise or convert?

The Form 4 shows exercises of Restricted Stock Units into 375,000 and 208,334 Class A shares. These RSUs were previously granted and vest over multiple dates, including February 15, 2024, 2025, and 2026, with additional grants vesting in 2027 and later, subject to continued employment.

What Performance Stock Units and Earnout Shares are disclosed for PLAYSTUDIOS (MYPS)?

Andrew Pascal holds 625,000 unvested Performance Stock Units, each potentially settling into up to one Class A share based on 2025 performance metrics, and multiple tranches of Earnout Shares that vest if PLAYSTUDIOS stock trades above specified price targets or in connection with a sale of the company.

How do PLAYSTUDIOS (MYPS) Class B shares differ from Class A shares in this filing?

Class B common stock carries twenty votes per share and is convertible at any time into one Class A share. Upon transfer, each Class B share generally converts into a Class A share. Economic rights are described as identical, but voting and conversion rights differ significantly between the two classes.