[144] Affirm Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) has filed Post-Effective Amendment No. 1 to twelve prior Form S-8 registration statements that collectively covered more than 48 million shares issued under a variety of legacy equity incentive plans. The amendment formally deregisters all unsold shares that remained available under those plans.

The filing follows the July 1, 2025 closing of a multi-party transaction under which funds managed by affiliates of Apollo Global Management (through Voyager Parent, LLC) simultaneously acquired both Everi and International Game Technology PLC’s (IGT) Gaming & Digital business. Key transaction steps included:

• IGT’s transfer of substantially all Gaming & Digital assets and liabilities to a new subsidiary, Ignite Rotate LLC (“Spinco”).
• Buyer’s purchase of all Spinco units from IGT and, through an affiliate, all shares of IGT Canada Solutions ULC.
• Merger: Voyager Merger Sub, Inc. merged with and into Everi, leaving Everi as a wholly-owned subsidiary of Buyer.

Because Everi’s common stock is being delisted and deregistered under Section 12(b) of the Exchange Act, the company is terminating all related Securities Act offerings. The amendment therefore renders the referenced S-8 registration statements ineffective and removes any remaining unsold shares from registration. Signatures from the full board and senior officers, including President & CEO Randy L. Taylor and CFO Mark F. Labay, authorize the filing.

Investor takeaway: the amendment is an administrative step confirming that Everi’s equity will no longer trade publicly or be issued under employee stock plans following completion of the Apollo-led acquisition.

Positive

• Completion of acquisition: Confirms that Apollo-affiliated Buyer closed the simultaneous purchase of Everi and IGT’s Gaming & Digital business on July 1, 2025.
• Simplified capital structure: Deregistration of 48 million unsold shares removes legacy equity plan overhangs for the newly private entity.

Negative

• Delisting and deregistration: Everi common stock will no longer trade publicly, eliminating market liquidity for former public shareholders.
• Termination of equity incentive plans: All existing S-8 plans cease to issue shares, potentially affecting employee equity compensation tied to Everi stock.

Insights

M&A Specialist

TL;DR Apollo-backed buyer finalized Everi–IGT Gaming deal; Everi delists and voids outstanding S-8 share reserves—administrative but confirms take-private completion.

Impact assessment: The amendment itself is procedural, yet it definitively signals that the take-private transaction closed on July 1, 2025. All remaining unissued shares across 12 historic incentive plans are now deregistered, which:

• Eliminates future equity issuance obligations tied to public-company compensation plans, simplifying the new capital structure.
• Provides legal finality for the delisting and Exchange Act deregistration already underway.

Materiality: High for legacy shareholders—public liquidity has ceased and equity interests have been cashed-out or converted under merger terms (not specified in this filing). From a deal-process perspective, this is the last step closing the public-company chapter.

Securities Compliance Analyst

TL;DR Filing removes 48 million unsold S-8 shares after Everi becomes Apollo-owned subsidiary; confirms Exchange Act deregistration and plan terminations.

The document fulfills Everi’s Rule 415 and Form S-8 undertakings to remove unsold securities once offerings terminate. It references each registration statement by number, share count, and underlying plan, offering clear auditability. The company maintains that it still meets Form S-8 eligibility, demonstrating regulatory diligence even while exiting reporting status.

Regulatory consequence: Upon effectiveness, no Everi securities remain registered with the SEC. Employees must rely on Buyer-level compensation arrangements going forward. No new financial data are provided, so valuation effects cannot be inferred, but the compliance step is required for clean separation from the public markets.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	754	52131.56	281825613	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/01/2025	Restricted Stock Units	Issuer			754	07/01/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did Everi Holdings (EVRI) file a Post-Effective Amendment to its Form S-8 registrations?

Because Everi has been acquired and is delisting, it must deregister all unsold shares previously registered under its equity incentive plans.

How many shares are being deregistered by Everi’s July 1, 2025 filing?

The amendment covers more than 48 million shares across 12 historical Form S-8 registration statements.

What major transaction triggered the deregistration of EVRI shares?

On July 1, 2025, Apollo-backed Voyager Parent, LLC acquired Everi alongside IGT’s Gaming & Digital business, taking Everi private.

Will Everi’s common stock continue to trade on public exchanges after July 1, 2025?

No. The company is delisting and deregistering its securities under Section 12(b) of the Exchange Act.

What happens to Everi’s employee stock option and equity incentive plans?

All referenced plans are terminated for new issuances; any unsold shares are removed from SEC registration.

Who signed the Post-Effective Amendment on behalf of Everi?

The filing was signed by Mark F. Labay, EVP, CFO & Treasurer, with power-of-attorney from the full board.