[Form 4] Everi Holdings Inc Insider Trading Activity

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) – Insider Form 4 Overview

The filing discloses that Director Linster W. Fox disposed of all outstanding equity awards on 1 July 2025, the effective date on which Everi Holdings became a wholly owned subsidiary of Voyager Parent, LLC under the previously announced merger with International Game Technology PLC (IGT). At the closing, every option and restricted stock unit (RSU) was cancelled and converted to a cash right pegged to a $14.25 per-share consideration, in line with the Merger Agreement dated 26 July 2024.

Key data from Table II:

• Options cancelled: 70,000 shares equivalent (exercise prices $1.57–$3.29)
• RSUs cancelled: 106,764 units
• Post-transaction beneficial ownership: 0 derivative or non-derivative securities

The disclosure confirms completion of the transaction and provides investors clarity on treatment of employee equity. No market-based EVRI shares remain in the insider’s account, reflecting the company’s transition to private ownership within the buyer group.

Positive

• Merger consummation confirmed: Filing states Everi became a wholly owned subsidiary of Voyager Parent on 1 Jul 2025, removing closing risk.
• Cash clarity: Options and RSUs converted at a firm $14.25 reference price, providing transparent liquidity for award holders.

Negative

• Insider equity eliminated: Director Linster W. Fox now holds 0 securities, ending public insider alignment with the company.

Insights

Equity Research Analyst

TL;DR Acquisition closed; director’s awards cashed out at $14.25, eliminating insider equity and confirming deal finality.

The Form 4 is administratively significant because it marks the legal completion of Everi’s sale. Cash settlement at $14.25 validates the consideration previously communicated to public shareholders and aligns with standard option-cancellation mechanics (cash for intrinsic value). From a valuation standpoint, the conversion removes overhang from unexercised options and indicates that all public equity has been redeemed. While immaterial for ongoing earnings (the firm is now private), the filing is confirmation that investors who held through the record date will have been paid out, and that remaining public trading in EVRI shares will cease. Overall impact: moderately positive as it eliminates execution risk around closing.

M&A Specialist

TL;DR Filing evidences consummation of IGT-Everi merger; equity awards converted to cash under agreed terms—transaction logistics complete.

The detailed footnotes substantiate that all contingent equity instruments (options, RSUs) were handled exactly per the Merger Agreement: intrinsic cash payout, same vesting schedules, no accelerated cliff. Such alignment reduces litigation exposure and ensures retention incentives migrate to the new private entity. Crucially, the report date (1 Jul 2025) signals the closing timeline matched projections, which is constructive for transaction credibility. The director’s beneficial ownership dropping to zero is normal in LBO-style acquisitions and has no adverse governance implication post-close. Investors following the spread now have documentary evidence to settle their positions.

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^*

FOX LINSTER W

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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

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	$1.57(1)(2)	07/01/2025		D			10,000	(3)	05/11/2026	Common Stock	10,000	$1.57	0	D
Stock Option	$3.29(1)(2)	07/01/2025		D			19,800	(3)	03/08/2027	Common Stock	19,800	$3.29	0	D
Stock Option	$3.29(1)(2)	07/01/2025		D			40,200	(3)	03/08/2027	Common Stock	40,200	$3.29	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			17,687	(4)	(4)	Common Stock	17,687	(4)	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			12,646	(4)	(4)	Common Stock	12,646	(4)	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			18,571	(4)	(4)	Common Stock	18,571	(4)	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			8,860	(4)	(4)	Common Stock	8,860	(4)	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			7,600	(4)	(4)	Common Stock	7,600	(4)	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			9,200	(4)	(4)	Common Stock	9,200	(4)	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			10,700	(4)	(4)	Common Stock	10,700	(4)	0	D
Restricted Stock Units	(1)(2)(4)	07/01/2025		D			10,500	(4)	(4)	Common Stock	10,500	(4)	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. (Continued 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.

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.

	/s/Linster W. Fox by Todd A. Valli, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
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FAQ

What event does the July 2025 EVRI Form 4 report?

It documents the cancellation and cash settlement of all Linster W. Fox equity awards upon Everi’s acquisition by Voyager Parent on 1 July 2025.

At what price were Everi Holdings options cashed out?

Each option was settled for cash based on a $14.25 per-share reference price minus the option’s exercise price.

How many stock options did Director Fox dispose of?

A total of 70,000 option shares (exercise prices ranging from $1.57 to $3.29) were cancelled for cash.

What happened to the restricted stock units (RSUs)?

All 106,764 RSUs were cancelled and converted into cash payments equal to $14.25 multiplied by the units, subject to original vesting schedules.

Does the filing show any remaining EVRI ownership for the director?

No. Post-transaction, the director reports zero derivative or non-derivative securities.