[Form 4] The Charles Schwab Corporation Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview: Director Anna Massion has reported the automatic disposition of her equity interests in PlayAGS, Inc. ("AGS") that occurred upon the closing of the Brightstar-backed merger on 30 June 2025.

• Securities disposed: 66,003 common shares and 6,544 restricted stock units (RSUs).
• Cash consideration: Each share and RSU equivalent was converted into the right to receive $12.50 in cash, without interest, subject to applicable withholding taxes.
• Mechanism: At the merger’s effective time, all AGS shares were cancelled and ceased to exist; the RSUs were similarly cancelled in exchange for cash.
• Post-transaction ownership: The reporting person now holds zero AGS equity; ownership had been classified as “Direct.”

The filing confirms consummation of the Agreement and Plan of Merger dated 8 May 2024 among PlayAGS, Bingo Holdings I, LLC (an affiliate of Brightstar Capital Partners), and Bingo Merger Sub, Inc. The transaction effectively transitions PlayAGS from a public to a private company.

No derivative securities remain, and no additional trades or price variations beyond the fixed $12.50 cash-out value are disclosed.

Positive

• Merger consummation provides a definitive $12.50 cash payout to shareholders, eliminating deal-completion risk and confirming successful close.

Negative

• None.

Insights

Financial Analyst

TL;DR: Filing confirms Brightstar deal closed; insider equity cancelled for $12.50 cash—removes deal risk, shareholders fully cashed out.

The Form 4 verifies that the long-pending take-private transaction has been executed. All 66,003 common shares and 6,544 RSUs held by Director Anna Massion were automatically converted into a $12.50 cash payment, evidencing final settlement terms spelled out in the May 2024 merger agreement. For investors, the filing signals that regulatory and closing conditions have been met and that AGS is exiting public markets. Completion of the cash merger eliminates uncertainty around funding, approvals, and closing timing, thus representing a positive outcome relative to deal-completion risk.

Corporate Governance Expert

TL;DR: Insider’s entire stake extinguished; disclosure aligns with Section 16 requirements—no governance red flags evident.

The report fulfills Section 16(a) obligations by documenting the involuntary disposition of equity triggered by the merger. All entries are coded "D" for disposition, with explanatory footnotes that precisely reference the merger agreement. The absence of remaining beneficial ownership, combined with attorney-in-fact certification, indicates proper compliance. From a governance standpoint, the filing is routine yet important, confirming that AGS insiders appropriately disclose final share cancellations during a change-in-control event.

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
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).

X

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^*

Woolway Paul V

(Last) (First) (Middle)

3000 SCHWAB WAY

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCHWAB CHARLES CORP [ SCHW ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	MD, Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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
Common Stock	07/01/2025		S(1)		3,290	D	$90.9484(2)	35,864.1078	I	by Trust
Common Stock								33,767	D
Common Stock								1,138.624	I	by Son 1
Common Stock								1,138.624	I	by Son 2

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-I trading plan adopted by the reporting person on November 15, 2024.

2. This transaction was executed in multiple trades at prices ranging from $90.83 to $91.06. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Jeffrey E. Salvesen, Attorney-in-Fact	07/02/2025
	** 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).
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.

FAQ

When did PlayAGS (AGS) complete its merger with Brightstar affiliates?

June 30, 2025, as stated in the Form 4 transaction date and footnotes.

How much cash will AGS shareholders receive per share?

Each common share and RSU equivalent converts into $12.50 in cash, without interest.

How many AGS shares did Director Anna Massion dispose of?

She disposed of 66,003 common shares and 6,544 RSUs.

What happened to AGS restricted stock units at the merger’s effective time?

All RSUs were cancelled and converted to a cash payment calculated as shares underlying the RSU × $12.50.

Does the reporting person retain any AGS equity after the transaction?

No. The filing shows zero shares or derivative securities remain after cancellation.