PASCAL ANDREW S 4
4 · PLAYSTUDIOS, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
PLAYSTUDIOS (MYPS) 10% Owner Pascal S. Exercises RSUs, Shares Withheld
What Happened
- Pascal Andrew S. (reported as a 10% owner; manager of DreamStreet Holdings, LLC and trustee of the Pascal Family Trust) had restricted/performance units convert/settle into Class A common stock on Feb 17, 2026. Two derivative settlements produced 375,000 and 208,334 shares (total 583,334 shares) issued at $0.00 per share. To cover tax withholding, 233,871 shares were surrendered at $0.49 per share (value reported $113,872) — the filing notes this was a withholding by the issuer, not an open‑market sale. On Feb 19, 2026, 349,463 shares were transferred in form (disposed and re-acquired) in connection with a change from direct ownership to a trust (beneficial ownership unchanged).
Key Details
- Transaction dates: Feb 17, 2026 (settlement/withholding); Feb 19, 2026 (ownership form transfer).
- Shares issued on settlement: 375,000 + 208,334 = 583,334 shares at $0.00 per share (issuance upon RSU/PSU settlement).
- Tax withholding: 233,871 shares withheld at $0.49 = $113,872 (footnote F2 clarifies this is issuer withholding, not a market sale).
- Trust transfer: 349,463 shares reported as disposed and re-acquired on Feb 19 (footnote F3 — transfer from direct ownership to a trust; beneficial ownership unchanged).
- Shares owned after transaction: Not specified in the filing.
- Footnotes of note: F1 (shares issued upon RSU settlement), F2 (withholding for taxes), F3 (transfer to trust), F4 (reporting person’s roles), F8/F9/F10 describing original grants and vesting conditions for RSUs/PSUs.
- Timeliness: Reported on Feb 19, 2026 for Feb 17 transactions — appears timely (no late filing flag).
Context
- These were settlements of restricted/performance stock units (derivative conversions), not open-market purchases or opportunistic sales. The only "disposition" that reduced his share count was the issuer withholding shares to satisfy tax obligations (common in net-settlement of RSUs). The trust transfer changed the form of ownership but did not change beneficial ownership. As a 10% owner, Pascal’s filings reflect larger, structured compensation/ownership moves rather than routine small trades by non‑insiders.
Insider Transaction Report
Form 4
PASCAL ANDREW S
DirectorChairman and CEO10% Owner
Transactions
- Exercise/Conversion
Class A Common Stock
[F1]2026-02-17+375,000→ 375,000 total - Exercise/Conversion
Class A Common Stock
[F1]2026-02-17+208,334→ 583,334 total - Tax Payment
Class A Common Stock
[F2]2026-02-17$0.49/sh−233,871$113,872→ 349,463 total - Other
Class A Common Stock
[F3]2026-02-19−349,463→ 0 total - Other
Class A Common Stock
[F3][F4]2026-02-19+349,463→ 1,130,938 total(indirect: By Trust) - Exercise/Conversion
Restricted Stock Units
[F6][F7]2026-02-17−375,000→ 0 totalExercise: $0.00→ Class A Common Stock (375,000 underlying) - Exercise/Conversion
Restricted Stock Units
[F6][F8]2026-02-17−208,334→ 291,667 totalExercise: $0.00→ Class A Common Stock (208,334 underlying)
Holdings
- 226,371(indirect: By LLC)
Class A Common Stock
[F4] - 2,913,005(indirect: By Trust)
Class B Common Stock
[F5][F4] - 9,747,296(indirect: By LLC)
Class B Common Stock
[F5][F4] - 958,334
Restricted Stock Units
[F6][F9]Exercise: $0.00→ Class A Common Stock (958,334 underlying) - 625,000
Performance Stock Units
[F10]Exercise: $0.00→ Class A Common Stock (625,000 underlying) - 1,864,324
Stock Options
[F5]Exercise: $1.01From: 2021-04-17Exp: 2027-04-17→ Class B Common Stock (1,864,324 underlying) - 416,422(indirect: By Trust)
Earnout Shares
[F11][F5]Exercise: $0.00Exp: 2026-06-21→ Class B Common Stock (416,422 underlying) - 2,296,368(indirect: By LLC)
Earnout Shares
[F11][F5]Exercise: $0.00Exp: 2026-06-21→ Class B Common Stock (2,296,368 underlying) - 313,322
Earnout Shares
[F11][F5]Exercise: $0.00Exp: 2026-06-21→ Class B Common Stock (313,322 underlying)
Footnotes (11)
- [F1]Represents shares of Class A common stock issued upon settlement of fully vested Restricted Stock Units.
- [F10]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.
- [F11]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.
- [F2]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.
- [F3]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.
- [F4]The Reporting Person is the manager of DreamStreet Holdings, LLC and the trustee of the Pascal Family Trust.
- [F5]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.
- [F6]Each Restricted Stock Unit represents the contingent right to receive, upon vesting and settlement, one share of Class A Common Stock.
- [F7]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.
- [F8]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.
- [F9]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.
Signature
/s/ Joel Agena, Attorney-in-Fact|2026-02-19