MYPS Form 4: CFO 10b5-1 Sale and Detailed Equity Awards Disclosed
Rhea-AI Filing Summary
Scott Edward Peterson, Chief Financial Officer of PLAYSTUDIOS, Inc. (MYPS), reported a sale of 25,000 shares of Class A Common Stock on 09/10/2025 under a Rule 10b5-1 trading plan adopted August 29, 2024, at a weighted average price of approximately $0.95 per share. After the sale he beneficially owns 551,421 shares directly or indirectly through the Scott E Peterson Trust, plus 84,416 shares held by his spouse (which he disclaims beneficial ownership of). The filing lists extensive equity awards: restricted stock units totaling at least 583,335 currently reported as vested/vesting schedules from grants on March 11, 2024 and March 7, 2025, performance stock units of 250,000, stock options totaling 135,945 with exercise prices of $1.01 and $1.44, and additional earnout shares tied to price/transaction conditions. The 10b5-1 plan was set to allow sales up to 134,201 shares and terminate on September 12, 2025.
Positive
- Sale executed under a Rule 10b5-1 plan, indicating pre-established trading instructions and reduced potential for timing concerns.
- Substantial remaining equity stakes and awards (551,421 shares beneficially owned plus large RSU/PSU grants) align CFO incentives with shareholder outcomes.
- Detailed vesting schedules and performance conditions disclosed, providing transparency on potential future share issuance timing and contingencies.
Negative
- Significant unvested equity awards reported (multiple RSU and PSU tranches and options), which may lead to future share issuance upon vesting or exercise.
- Earnout shares contingent on stock-price hurdles could dilute existing shareholders if triggers are met.
Insights
TL;DR: Insider sold a small portion of holdings under a preset 10b5-1 plan; sizable unvested equity awards remain.
The filing documents a routine sale of 25,000 Class A shares by the CFO under a Rule 10b5-1 plan, producing a weighted average sale price near $0.95 per share. Post-transaction, the reporting person retains substantial direct and indirect holdings (551,421 shares plus spouse-held shares). Material compensation-related holdings are disclosed: multiple tranches of restricted stock units (including 250,001 RSUs vesting May 15, 2025 and 333,334 RSUs granted March 7, 2025), 250,000 performance stock units contingent on achievement of 2025 metrics, and stock options exercisable through 2029. For investors, these disclosures clarify potential future share issuance upon vesting or exercise and confirm the sale occurred under an established trading plan rather than ad hoc timing.
TL;DR: The filing shows standard executive compensation packages and a pre-established insider sale; vesting and performance conditions are explicit.
The report itemizes multi-year compensation: a large 2024 RSU grant (766,669 RSUs with staged vesting through 2027) and additional 2025 grants (333,334 RSUs and 250,000 PSUs) with specific vesting schedules and performance contingencies tied to fiscal 2025 metrics. Earnout shares are tied to post-close stock-price hurdles and potential sale conditions. Such structured grants align executive incentives with multi-year performance targets and include clear contingencies, which is customary for senior executives following a business combination framework referenced in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 25,000 | $0.95 | $24K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Performance Stock Units | -- | -- | -- |
| holding | Stock Options | -- | -- | -- |
| holding | Stock Options | -- | -- | -- |
| holding | Earnout Shares | -- | -- | -- |
| holding | Earnout Shares | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- This transaction was pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2024 providing for the sale of up to 134,201 shares of Class A Common Stock. The trading plan is scheduled to terminate on September 12, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.95165 to $0.9589 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Reflects shares owned by the reporting person's spouse. The reporting person disclaims beneficial ownership of the shares held by his spouse, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock. On March 11, 2024, the Reporting Person was granted 766,669 unvested 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 Issuer through the applicable vesting date: 183,334 Restricted Stock Units vesting on May 15, 2024; 250,001 Restricted Stock Units vesting on May 15, 2025; 166,667 Restricted Stock Units vesting on May 15, 2026; and 166,667 Restricted Stock Units vesting on May 15, 2027. On March 7, 2025, the Reporting Person was granted 333,334 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: 83,333 Restricted Stock Units vesting on May 15, 2025; 83,334 Restricted Stock Units vesting on January 15, 2026; 83,334 Restricted Stock Units vesting on January 15, 2027; and 83,333 Restricted Stock Units vesting on January 15, 2028. On March 7, 2025, the Reporting Person was granted 250,000 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 Issuer's Board of Directors, for the fiscal year ending December 31, 2025. 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.
