[Form 4] Everi Holdings Inc Insider Trading Activity

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) – Form 4 filing for EVP David Lucchese

On 07/01/2025, the proposed merger detailed in the July 26, 2024 Merger Agreement closed, making Everi Holdings a wholly-owned subsidiary of Voyager Parent, LLC. At the Effective Time, each of Lucchese’s 542,928 common shares was automatically converted into the right to receive $14.25 in cash, eliminating his direct equity position.

The filing also shows the cash treatment of all outstanding equity awards:

• Stock options covering 207,476 shares (exercise price $3.29) were cancelled and converted into a cash payment equal to the intrinsic value ( $14.25 – $3.29 ).
• Restricted stock units (98,750 units) and performance stock units (48,350 units, settled at 100% of target) were likewise cancelled for cash at $14.25 per underlying share.

Following these transactions, the insider reports zero beneficial ownership of EVRI securities. The Form 4 confirms that the cash consideration, rather than rollover equity, was chosen for all instruments and that Section 16 reporting obligations may cease as the company exits public-company status.

Positive

• Merger consummation confirmed: Insider filing verifies that the $14.25 all-cash acquisition has closed and consideration has been paid.
• Immediate liquidity: Shareholders, including insiders, receive cash, eliminating uncertainty around deal completion.

Negative

• Zero remaining insider ownership removes any ongoing alignment with public investors.
• Equity incentives cancelled, eliminating any potential future upside participation in the private entity.

Insights

Financial Analyst

TL;DR: Filing confirms $14.25 cash buy-out closed; insider’s entire stake and awards converted to cash, leaving zero post-deal holdings.

The Form 4 is primarily procedural, documenting the consummation of the previously announced merger. Because the $14.25 price and terms were disclosed in July 2024, today’s disclosure is not market-moving; it simply evidences closing mechanics: 542,928 shares and 354,576 derivative-linked shares/units are now settled for cash. For investors, the key takeaway is that EVRI equity has been fully cashed out, signalling delisting and termination of future public reporting. From a governance standpoint, insider alignment with public shareholders is moot post-transaction. Overall impact: neutral—important administratively but already priced in.

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

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Lucchese David

(Last) (First) (Middle)

7250 S. TENAYA WAY

SUITE 100

(Street)

LAS VEGAS NV 89113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [ EVRI ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Sales and Marketing

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		D		542,928(1)(2)	D	$14.25(1)(2)	0	D

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
Stock Option	$3.29	07/01/2025		D			65,436	(3)	03/08/2027	Common Stock	65,436	$3.29	0	D
Stock Option	$3.29	07/01/2025		D			142,040	(3)	03/08/2027	Common Stock	142,040	$3.29	0	D
Restricted Stock Units	(4)	07/01/2025		D			5,000	(4)	(4)	Common Stock	5,000	(4)	0	D
Restricted Stock Units	(4)	07/01/2025		D			14,400	(4)	(4)	Common Stock	14,400	(4)	0	D
Restricted Stock Units	(4)	07/01/2025		D			26,750	(4)	(4)	Common Stock	26,750	(4)	0	D
Restricted Stock Units	(4)	07/01/2025		D			52,600	(4)	(4)	Common Stock	52,600	(4)	0	D
Performance Stock Units	(5)	07/01/2025		D			21,600	(5)	(5)	Common Stock	21,600	(5)	0	D
Performance Stock Units	(5)	07/01/2025		D			26,750	(5)	(5)	Common Stock	26,750	(5)	0	D

Explanation of Responses:

1. This Form reports securities disposed of pursuant to certain transactions (the "Proposed Transaction") contemplated by the definitive agreements Everi Holdings Inc. (the "Company") entered into on July 26, 2024 with International Game Technology PLC, a public limited company incorporated under the laws of England and Wales ("IGT"), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT ("Spinco"), Voyager Parent, LLC, a Delaware limited liability company ("Buyer"), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer ("Buyer Sub"). These definitive agreements entered into by the parties in connection with the Proposed Transaction include, among others, an Agreement and Plan of Merger, dated as of July 26, 2024, by and among IGT, Spinco, the Company, Buyer, and Buyer Sub (the "Merger Agreement").

2. (cont'd from Footnote 1) Pursuant to the Merger Agreement and the other definitive agreements, on July 1, 2025 (the "Effective Time"), the Company became a wholly-owned subsidiary of Buyer. At the Effective Time, each share of the Company's common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration, without interest in accordance with the Delaware General Corporation Law.

3. Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock, whether vested or unvested (each, an "Option") that is outstanding and unexercised immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the excess, if any, of (a) $14.25 over the per share exercise price of such Option, multiplied by (b) the number of shares of the Company's common stock covered by such Option immediately prior to the Effective Time, payable subject to the same time-based vesting terms and as in effect for such Option immediately prior to the Effective Time and in accordance with the terms of the Merger Agreement.

4. Pursuant to the Merger Agreement, each of the Company's restricted stock units (each, an "RSU") that is outstanding as of immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the product of (a) $14.25 and (b) the number of shares of the Company's common stock subject to each such RSU, payable subject to the same time-based vesting terms and otherwise substantially the same terms and conditions as in effect for such RSU immediately prior to the Effective Time.

5. Pursuant to the Merger Agreement, each of the Company's performance share units which vests based in whole or in part on the achievement of specified performance objectives (each, a "PSU") that is outstanding as of immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the product of (a) $14.25 and (b) the number of shares of the Company's common stock subject to each such PSU (based on the achievement of 100% of performance under each such PSU), payable subject to the same time-based vesting terms and otherwise substantially the same terms and conditions as in effect for such PSU immediately prior to the Effective Time (excluding any terms related to performance which were fixed as of the Effective Time).

	/s/ David J. Lucchese by Todd A. Valli, 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

What transaction is disclosed in Everi Holdings (EVRI) Form 4 dated 07/01/2025?

The filing reports the conversion of all insider-held EVRI common shares and equity awards into cash as the $14.25-per-share merger closed.

How many EVRI common shares did EVP David Lucchese dispose of?

He disposed of 542,928 common shares, all converted to cash at $14.25 each.

What consideration did the insider receive per share?

Each common share and underlying award was converted into $14.25 in cash, with no interest.

What happened to Lucchese’s stock options, RSUs and PSUs?

All were cancelled and converted into cash payments based on $14.25 per underlying share, subject to their original vesting schedules.

Does the insider hold any Everi securities after the transaction?

No. The Form 4 shows zero beneficial ownership following the merger’s completion.