PLAYSTUDIOS Inc

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PLAYSTUDIOS, INC. PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card are being furnished to you in connection with the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of PLAYSTUDIOS, Inc. (“PLAYSTUDIOS,” “we,” “us,” “our,” or the “Company”). The Annual Meeting will be held on June 4, 2024, at 8:00 a.m., Pacific Time. The Annual Meeting will be held virtually. You may attend the virtual meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting http://viewproxy.com/PLAYSTUDIOS/2024/htype.asp.

This Proxy Statement is being sent or provided on or about April 24, 2024, to stockholders of record at the close of business on April 10, 2024 (the “Record Date”) of our Class A common stock, par value $0.0001 per share (the “Class A common stock”) and Class B Common Stock, par value $0.0001 per share (the “Class B common stock”).

Your proxy is being solicited by our Board of Directors (the “Board” or “Board of Directors”). Your proxy may be revoked by written notice given to our Secretary at our headquarters at any time before being voted. You may also revoke your proxy by submitting a proxy with a later date or by voting during your virtual attendance at the Annual Meeting. To vote online or by telephone, please refer to the instructions included with the proxy card. To vote by mail, please complete the accompanying proxy card and return it to us as instructed in the accompanying proxy card. Votes submitted online or by telephone or mail must be received by 11:59 p.m., Pacific Time, on June 3, 2024. Submitting your vote online or by telephone or mail will not affect your right to vote virtually during the Annual Meeting, if you choose to do so. Proxies that are properly delivered to us and not revoked before the closing of the polls during the Annual Meeting will be voted for the proposals described in this Proxy Statement in accordance with the instructions set forth in the accompanying proxy card. The Board is currently not aware of any matters proposed to be presented at the Annual Meeting other than the election of directors, the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and the approval and adoption of a proposed amendment to our Certificate of Incorporation to reflect recent changes in Delaware law regarding the exculpation of officers. If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy card will have discretionary authority to vote on that matter. Your virtual presence at the Annual Meeting does not of itself revoke your proxy.

VOTING INFORMATION

Attending the Annual Meeting Virtually

Stockholders of record as of the Record Date will be able to attend and participate in the Annual Meeting online by accessing http://viewproxy.com/PLAYSTUDIOS/2024/htype.asp. To join the Annual Meeting, you will need to have your 11-digit control number, which appears on the notice and the instructions to the accompanying proxy card. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

Access to the Audio Webcast of the Annual Meeting

The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Pacific Time. Online access to the audio webcast will open approximately 30 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the Annual Meeting prior to the start time.

Log in Instructions

To attend the virtual Annual Meeting, log in at http://viewproxy.com/PLAYSTUDIOS/2024/htype.asp. Stockholders will need their 11-digit control number, which appears on the notice and the instructions to the accompanying proxy card. If you do not have a control number, please contact your broker,

bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Annual Meeting.

Submitting Questions at the Virtual Annual Meeting

As part of the Annual Meeting, we will hold a question and answer session, during which we intend to answer questions submitted via the Q&A tool in accordance with the Annual Meeting’s Rules of Conduct (“Rules of Conduct”) that are pertinent to the Company and the Annual Meeting matters, as time permits. The Rules of Conduct will be posted on http://viewproxy.com/PLAYSTUDIOS/2024/​htype.asp approximately two weeks prior to the date of the Annual Meeting.

Annual Meeting Technical Assistance

Beginning 15 minutes prior to the start of and during the virtual Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

Availability of Live Webcast to Team Members and Other Constituents

The live audio webcast will be available to not only our stockholders, but also our team members and other constituents.

SECURITIES ENTITLED TO VOTE

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the “stockholder of record,” with respect to those shares. The notice will be sent to you by mail directly by us. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet or by phone as instructed in the notice or by proxy by mail by requesting a paper copy of the proxy materials as instructed in the notice to ensure your vote is counted.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares.

Only stockholders of record at the close of business on the Record Date are entitled to notice of the Annual Meeting. Such stockholders may vote shares held by them at the close of business on the Record Date at the Annual Meeting. As of the close of business on the Record Date, there were 118,313,557 shares of Class A common stock outstanding and 16,457,769 shares of Class B common stock outstanding. Each share of Class A common stock is entitled to one vote per share on each proposal to be considered by our stockholders and each share of Class B common stock is entitled to 20 votes per share on each proposal to be considered by our stockholders.

As a beneficial owner of shares, you are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

MATTERS SCHEDULED FOR A VOTE

There are three matters scheduled for a vote:

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Proposal 1: To elect six directors for a one-year term;

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Proposal 2: To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

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Proposal 3: To approve and adopt an amendment to our Certificate of Incorporation to reflect recent changes in Delaware law regarding the exculpation of officers.

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Aside from the election of directors, the ratification of the appointment of our independent registered public accounting firm, and the approval and adoption of a proposed amendment to our Certificate of Incorporation to reflect recent changes in Delaware law regarding the exculpation of officers, our Board of Directors knows of no matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, shares represented by all proxies received by our Board of Directors will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

BOARD OF DIRECTORS VOTING RECOMMENDATION

Our Board of Directors recommends that you vote your shares:

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“For” the election of all director nominees;

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“For” the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

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“For” the approval and adoption of an amendment to our Certificate of Incorporation to reflect recent changes in Delaware law regarding the exculpation of officers.

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VOTING AT THE MEETING VIRTUALLY

For proposal 1, you may vote “For All”, “Withhold All”, “For All Except”, or abstain from voting with respect to each nominee to the Board of Directors. For proposal 2, you may vote “For”, “Against”, or abstain from voting. For proposal 3, you may vote “For”, “Against”, or abstain from voting. The procedures for voting are outlined below.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of the Record Date, you may vote during the Annual Meeting by attending the Annual Meeting virtually and following the instructions posted at http://viewproxy.com/PLAYSTUDIOS/2024/htype.asp, by proxy over the Internet, or by phone by following the instructions provided in the notice, or, if you request printed copies of the proxy materials by mail, you may vote by mail. If your proxy is properly executed in time to be voted at the Annual Meeting, the shares represented by the proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually and vote during the Annual Meeting if you have already voted by proxy.

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To vote during the Annual Meeting, follow the instructions posted at http://viewproxy.com/PLAYSTUDIOS/2024/htype.asp. You will be asked to provide the 11-digit control number from the notice and follow the instructions.

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To vote on the Internet, go to www.FCRVote.com/MYPS to complete an electronic proxy card. You will be asked to provide the 11-digit control number from the notice and follow the instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 3, 2024 to be counted.

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To vote by phone, request a paper or email copy of the proxy materials by following the instructions on the notice and call the number provided with the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 3, 2024 to be counted.

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To vote by mail, request a paper copy of the proxy materials by following the instructions on the notice and complete, sign, and date the proxy card enclosed with the paper copy of the proxy materials and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice and voting instructions from that organization rather than from us. Simply follow the instructions to ensure that your vote is counted. To vote in person at the Annual Meeting you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with the notice, or contact your broker, bank, or other agent.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

QUORUM FOR THE ANNUAL MEETING

In accordance with our Certificate of Incorporation, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, will constitute a quorum for the transaction of business at all meetings of the stockholders, including the Annual Meeting. A quorum, once established at the Annual Meeting, will not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at the Annual Meeting, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders, present in person, or by remote communication, if applicable, or represented by proxy, will have power to recess the meeting or adjourn the meeting from time to time.

As such, your shares will be counted for purposes of determining if there is a quorum represented at the Annual Meeting if:

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You are entitled to vote and you are present virtually at the Annual Meeting; or

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You have properly voted by proxy prior to the meeting online, by phone, or by mail.

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Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present at the Annual Meeting.

VOTE REQUIRED TO APPROVE PROPOSALS

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. If final voting results are not available to us within four business days following the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will file an additional Current Report on Form 8-K to publish the final voting results within four business days of such final voting results being made available to us.

Andrew Pascal, our Chairman and Chief Executive Officer, currently possesses approximately 76% of the total voting power of our outstanding shares. Please see “Security Ownership of Certain Beneficial Owners and Management” below. Mr. Pascal has indicated his intention to vote: (1) for the election of each of the director nominees, (2) for the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and (3) for the approval and adoption of the proposed amendment to our Certificate of Incorporation. Accordingly, the election of each of the director nominees, the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and the approval and adoption of the proposed amendment to our Certificate of Incorporation are assured, notwithstanding a contrary vote by any or all stockholders other than Mr. Pascal.

ABSTENTIONS

An “abstention,” in the case of the proposals to be voted on at the Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted for purposes of determining whether a quorum is present. Abstentions have no effect on Proposal 1 or Proposal 2 to be voted upon at the Annual Meeting. An abstention on Proposal 3 will have the same effect as a vote against this proposal.

BROKER NON-VOTES

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is typically entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors or the proposed amendment to our Certificate of Incorporation. Broker non-votes are counted for purposes of determining whether a quorum is present.

HOW TO CHANGE YOUR VOTE AFTER SUBMITTING PROXY

You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of three ways:

You may submit a duly executed proxy card with a later date or time than the previously submitted proxy;

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You may send a written notice that you are revoking your proxy to our Secretary, Joel Agena, c/o PLAYSTUDIOS, Inc., 10150 Covington Cross Drive, Las Vegas, NV 89144; or

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You may submit a later-dated vote on the Internet or by phone or a ballot cast online during the Annual Meeting (simply attending the Annual Meeting virtually will not, by itself, revoke your proxy).

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If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at the Annual Meeting, by attending the meeting virtually and voting during the meeting.

HOW TO SUBMIT STOCKHOLDER PROPOSALS FOR NEXT YEAR’S ANNUAL MEETING

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), some stockholder proposals may be eligible for inclusion in our 2025 proxy statement. Any such proposal must be submitted in writing by December 26, 2024 to our Secretary, Joel Agena, c/o PLAYSTUDIOS, Inc., 10150 Covington Cross Drive, Las Vegas, NV 89144. If we change the date of our 2025 Annual Meeting by more than thirty days from the date of the previous year’s annual meeting, the deadline shall be a reasonable time before we begin to print and send our proxy materials. Stockholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of the applicable securities laws and our Bylaws. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders, but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that if you wish to submit a proposal that is not to be included in next year’s proxy statement or nominate a director, a timely written notice of a stockholder proposal must be delivered to, or mailed and received by our Secretary, Joel Agena, care of PLAYSTUDIOS, Inc., 10150 Covington Cross Drive, Las Vegas, NV 89144, no earlier than the 150 th day and no later than the 120 th day prior to the anniversary of the preceding year’s annual meeting of stockholders. Therefore, we must receive notice of such stockholder proposal no earlier than January 6, 2025 and no later than February 4, 2025, which notice must contain the information specified in our Bylaws. If we change the date of our 2025 Annual Meeting by more than thirty days before, or more than 70 days after, the one-year anniversary of the 2024 Annual Meeting, then the

written notice of a stockholder proposal that is not intended to be included in our proxy statement must be delivered, or mailed and received, no earlier than 120 th day prior to our 2024 Annual Meeting date and no later than the 70 th day prior to our 2025 Annual Meeting or, if later, the tenth day following the day on which certain public disclosure as described in our Bylaws of the meeting date is made. The public announcement of an adjournment or postponement of the 2025 Annual Meeting does not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Proxy Statement. You are advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominees.

Any stockholder who intends to solicit proxies in support of a director nominee other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 7, 2025. However, if we change the date of our 2025 Annual Meeting by more than thirty calendar days from the one-year anniversary of the 2024 Annual Meeting, then such notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the tenth calendar day following the day on which public announcement of the date of the annual meeting is first made by us.

HOUSEHOLDING

We have adopted a procedure approved by the U.S. Securities and Exchange Commission (the “SEC”) called “householding.” Under this procedure, service providers that deliver our communications to stockholders may deliver a single copy of our Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials to multiple stockholders sharing the same address, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards. This householding procedure reduces our printing costs and postage fees.

We will deliver promptly upon written or oral request a separate copy of our Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, to a stockholder at a shared address to which a single copy of the documents was delivered. In order to receive a separate copy of our Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, please notify Broadridge Financial Solutions at www.ProxyVote.com or contact us at:

10150 Covington Cross Drive

Las Vegas, NV 89144

(725) 877-7000

If you are eligible for householding, but you and other stockholders with whom you share an address currently receive multiple copies of our Annual Reports, Proxy Statements and/or Notices of Internet Availability of Proxy Materials, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of our Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials for your household, please contact Broadridge Financial Solutions in the manner provided above.

COSTS OF SOLICITATION

The costs of preparing, printing, and assembling the materials used in the solicitation of proxies from our stockholders are borne by the Company. In addition to the solicitation of proxies by mail, we may use the services of certain of our employees (for no additional compensation) to solicit proxies personally and by mail, telephone and electronic means from brokerage firms and other stockholders. We may also reimburse brokerage firms, banks and other agents, upon their request, for the costs of forwarding our proxy materials to beneficial owners of stock held in their name.

OUR MAILING ADDRESS

Our mailing address is 10150 Covington Cross Drive, Las Vegas, NV 89144.