🧾 What This Document Is

This is an amended annual report (Form 10-K/A) for PLAYSTUDIOS for the year ended December 31, 2025. The company filed it to add information about its leadership, directors, and executive pay that was missing from the original report. Think of it as a "Part II" or a focused update on the people running the company. The financial numbers themselves aren't changing here.

👉 Why it matters: It gives you the full picture of who's in charge, how they're paid, and who owns the company—critical info for understanding governance and potential conflicts of interest.

🏢 What The Company Does

PLAYSTUDIOS is a mobile game company with a unique twist. In simple terms, they make casual and social casino games for your phone (like poker or slots), but their special sauce is a loyalty program called playAWARDS. Players can earn real-world rewards (like hotel stays or meals) just by playing the games.

👉 Why it matters: Their business isn't just about in-game purchases; it's about bridging the virtual and real-world entertainment, especially with strong ties to the casino and hospitality industry.

👥 The Leadership Team

The company is run by a small, experienced team with deep roots in gaming and hospitality.

• Andrew Pascal (60) – Chairman and CEO. Co-founded the company and previously ran Wynn Las Vegas. He's the central figure.
• Scott Peterson (59) – CFO. A veteran finance executive, also from Wynn Resorts.
• Robert Oseland (59) – COO (appointed Jan 2025). Oversees all games and the loyalty platform; previously at Wynn and Paragon Gaming.
• Joel Agena (63) – General Counsel. Has been with the company since its early days.

📊 Board of Directors

The board is a mix of company insiders and independent directors with finance and tech backgrounds.

• Andrew Pascal (also CEO)
• Jason Krikorian – Venture capitalist, expert in digital media.
• Joe Horowitz – Managing Partner at Icon Ventures (waives his director fees).
• Judy K. Mencher – Finance and investment expert.
• Steven J. Zanella – President of Japan Operations for MGM Resorts. This is a key link to a major partner.

👉 Why it matters: The board includes a direct representative from MGM Resorts International, a major shareholder and business partner, which is important for understanding strategic relationships.

💰 Executive Compensation (2025)

The top three executives' pay for 2025 is detailed. Their pay comes from three buckets: base salary, a cash bonus, and stock awards.

• Andrew Pascal (CEO): Total Comp = $3.8 million ($750k salary + $500k bonus + $2.5M in stock).
• Scott Peterson (CFO): Total Comp = $1.45 million ($400k salary + $135k bonus + $910k in stock).
• Robert Oseland (COO): Total Comp = $1.38 million ($399k salary + $100k bonus + $884k in stock).

A key detail: The company's performance stock units (PSUs) for 2025 were forfeited in full in March 2026 because the performance goals were not met.

⚖️ Power Structure & Ownership

This is the most critical governance insight. Dual-class share structure gives CEO Andrew Pascal control.

• Class B shares have 20 votes each, while Class A shares have 1 vote.
• Pascal owns ~79% of the voting power (through Class B shares and trusts), even though he owns only about 1.2% of the Class A stock.
• MGM Resorts is the largest outside shareholder with ~14.9% of Class A shares (but only 3.8% of total voting power).
• BlackRock holds ~5.6% of Class A shares.

👉 Why it matters: Pascal has effective control over the company, regardless of what other shareholders think. This is common in founder-led companies but reduces shareholder democracy.

🔮 What's Next & Key Policies

The filing outlines the rules and potential future events for executives.

• Severeance Plan: Adopted in March 2025. If executives are terminated without cause or leave for "good reason" after a sale of the company, they get significant payouts (e.g., CEO gets 2x salary + bonus).
• Clawback Policy: The company can recoup incentive compensation from executives if financial results are later restated.
• No Hedging/Pledging: Executives and directors are banned from hedging or pledging company stock.

💡 Why This Matters: The Big Picture

PLAYSTUDIOS is a company tightly controlled by its founder/CEO, with deep historical ties to the casino industry (Wynn, MGM). Its executive pay is heavily weighted toward stock, but recent performance-based awards failed. The board includes a direct link to a major partner (MGM), and the governance structure means one person's vision dominates the company's direction. For an investor, the key question is whether this centralized control and industry focus will drive future success in the competitive mobile gaming market.

🧠 The Analogy

PLAYSTUDIOS is like a high-stakes casino where the founder, Andrew Pascal, is the house AND the chairman of the board. He doesn't own most of the chairs (Class A shares), but he owns the master key that controls all the rules and outcomes (super-voting Class B shares). The other players (investors) are along for the ride, hoping the house's strategy wins.

📇 Key Contacts & People

• Andrew Pascal: Chairman & CEO
• Scott Peterson: CFO
• Robert Oseland: COO
• Joel Agena: General Counsel & Secretary
• Jason Krikorian: Director
• Joe Horowitz: Director
• Judy K. Mencher: Director
• Steven J. Zanella: Director (MGM Resorts executive)

Principal Executive Offices: 10150 Covington Cross Drive, Las Vegas, Nevada 89144 Telephone: (725) 877-7000 Website for Governance Docs: ir.playstudios.com

🧩 Final Takeaway

This amendment reveals a company with founder-controlled governance, strong links to the casino industry, and executive incentives that recently missed the mark. The power is concentrated at the top, making the CEO's vision and execution the single most important factor for the company's future.