PLAYSTUDIOS (MYPS) CEO details RSU vesting and trust share transfer

Rhea-AI Filing Summary

PLAYSTUDIOS, Inc. Chairman and CEO Andrew S. Pascal reported RSU vesting, tax withholding, and an internal share transfer, rather than an open‑market sale. On January 15, 2026, he received 41,666 shares of Class A common stock upon settlement of fully vested restricted stock units awarded on March 7, 2025. Of these, 18,604 shares were withheld by PLAYSTUDIOS at $0.6414 per share to cover income tax obligations, leaving 23,062 shares held directly. On January 20, 2026, those 23,062 shares were transferred from direct ownership to the Pascal Family Trust, which is reported as an indirect holding and does not change Pascal’s overall beneficial ownership. Following these transactions, the trust holds 781,475 Class A shares, alongside significant indirect holdings of Class B common stock and earnout shares tied to future stock price targets.

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

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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)
01/15/2026

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	01/15/2026		M		41,666(1)	A	$0	41,666	D
Class A Common Stock	01/15/2026		F		18,604(2)	D	$0.6414	23,062	D
Class A Common Stock	01/20/2026		J(3)		23,062	D	$0	0	D
Class A Common Stock	01/20/2026		J(3)		23,062	A	$0	781,475	I	by Pascal Family Trust
Class B Common Stock(4)								2,913,005	I	by Pascal Family Trust
Class B Common Stock(4)								9,747,296	I	by DreamStreet Holdings, LLC
Class A Common Stock								226,371	I	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(5)	01/15/2026		M			41,666	(6)	(6)	Class A Common Stock	41,666	$0	958,334	D
Restricted Stock Units	$0(5)							(7)	(7)	Class A Common Stock	375,000		375,000	D
Restricted Stock Units	$0(5)							(8)	(8)	Class A Common Stock	500,001		500,001	D
Performance Stock Units	$0(9)							(9)	(9)	Class A Common Stock	625,000		625,000	D
Stock Options	$1.01							04/17/2021	04/17/2027	Class B Common Stock(4)	1,864,324		1,864,324	D
Earnout Shares	$0							(10)	06/21/2026	Class B Common Stock(4)	416,422		416,422	I	by Pascal Family Trust
Earnout Shares	$0							(10)	06/21/2026	Class B Common Stock(4)	2,296,368		2,296,368	I	by DreamStreet Holdings, LLC
Earnout Shares	$0							(10)	06/21/2026	Class B Common Stock(4)	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 awarded to the Reporting Person on March 7, 2025.

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. 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.

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

6. 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.

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 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.

10. 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	01/20/2026
	** 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 did PLAYSTUDIOS (MYPS) Chairman and CEO Andrew S. Pascal report in this Form 4?

Andrew S. Pascal reported vesting of 41,666 Class A shares from previously granted restricted stock units on January 15, 2026, tax withholding on part of those shares, and a subsequent transfer of 23,062 shares from his direct ownership to the Pascal Family Trust on January 20, 2026.

Did Andrew S. Pascal sell PLAYSTUDIOS (MYPS) shares in the open market?

The filing states that 18,604 Class A shares were withheld by PLAYSTUDIOS to satisfy income tax obligations related to RSU settlement and that this does not represent an open market sale. The remaining 23,062 shares were transferred to the Pascal Family Trust as a change in form of ownership.

What is the significance of the 23,062-share transfer to the Pascal Family Trust for MYPS?

The Form 4 explains that the 23,062 Class A shares moved from Andrew S. Pascal’s direct ownership to the Pascal Family Trust. The footnote clarifies this is only a change in form of ownership and does not affect his overall beneficial ownership of PLAYSTUDIOS securities.

How many PLAYSTUDIOS Class A shares does the Pascal Family Trust hold after these transactions?

After the January 20, 2026 transfer, the Pascal Family Trust is reported as indirectly holding 781,475 shares of PLAYSTUDIOS Class A common stock, in addition to indirect holdings of Class B common stock and earnout shares described in the Form 4.

What restricted stock unit and performance awards related to MYPS does Andrew S. Pascal hold?

The Form 4 reports direct holdings of 958,334 restricted stock units tied to a March 7, 2025 grant, plus additional RSU grants totaling 375,000 and 500,001 units, and 625,000 performance stock units. Each unit generally represents the contingent right to receive one share of Class A common stock upon vesting and settlement, subject to service and, for performance units, achievement of specified performance metrics.

What are the Class B and earnout share holdings associated with Andrew S. Pascal and related entities?

The report shows indirect holdings of 2,913,005 Class B shares by the Pascal Family Trust and 9,747,296 Class B shares by DreamStreet Holdings, LLC, plus earnout shares that may vest if PLAYSTUDIOS Class A stock trades above specified price thresholds such as $12.50 and $15.00 per share for defined trading periods.