[Form 4] Everi Holdings Inc Insider Trading Activity

Rhea-AI Filing Summary

Blaize Holdings, Inc. (BZAI) – Form 4 insider report

Director Anthony Cannestra reported the grant of 212,500 restricted stock units (RSUs) on 28 Jun 2025. The RSUs were issued at a stated price of $0, reflecting an equity-based compensation award rather than an open-market purchase. Following the grant, Cannestra’s total beneficial ownership rose to 303,827 common shares, of which 91,327 are classified as “Earn-Out Shares” that will convert into common stock only if the company’s share price exceeds specific thresholds disclosed in prior agreements.

No derivative securities were acquired or disposed of in this filing, and there were no sales of existing shares. The filing therefore represents a net increase in insider ownership and modest shareholder dilution tied to the company’s equity compensation program.

Positive

• Director ownership increases by 212,500 shares, helping align insider and shareholder interests.
• Earn-Out Shares are performance-based, encouraging management to pursue share-price appreciation before additional dilution occurs.

Negative

• Shares issued at $0 exercise price create minor dilution without cash inflow to the company.

Insights

Securities Analyst

TL;DR – Routine RSU grant increases director ownership; minimal immediate market impact.

The award of 212,500 RSUs to Director Anthony Cannestra is a standard equity-compensation event. While the grant increases insider alignment, it does not involve cash outlay and therefore provides limited signaling value compared with an open-market purchase. The resultant share count addition is small relative to Blaize Holdings’ public float, so dilution risk is negligible. The 91,327 contingent Earn-Out Shares underscore management’s incentive to push the stock above preset price hurdles, but those shares do not hit the float until conditions are met. Overall, the disclosure is administratively important but unlikely to move the stock in the absence of other fundamentals.

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^*

Rumbolz Michael D

(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
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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		1,032,062(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	$2.78	07/01/2025		D			465,116	(3)	02/13/2026	Common Stock	465,116	$2.78	0	D
Stock Option	$3.29	07/01/2025		D			122,791	(3)	03/08/2027	Common Stock	122,791	$3.29	0	D
Stock Option	$3.29	07/01/2025		D			249,302	(3)	03/08/2027	Common Stock	249,302	$3.29	0	D
Restricted Stock Units	(4)	07/01/2025		D			14,600	(4)	(4)	Common Stock	14,600	(4)	0	D
Restricted Stock Units	(4)	07/01/2025		D			14,300	(4)	(4)	Common Stock	14,300	(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. (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.

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

How many shares did BZAI director Anthony Cannestra receive on 28 Jun 2025?

He received 212,500 restricted stock units representing the right to receive an equal number of common shares.

What is Anthony Cannestra’s total beneficial ownership after the transaction?

After the grant he beneficially owns 303,827 BZAI common shares.

Were any shares sold in this Form 4 filing for BZAI?

No, the filing shows only an acquisition of RSUs; no sales were reported.

What are the 91,327 Earn-Out Shares mentioned in the filing?

They are contingent shares that vest only if BZAI’s share price surpasses specified thresholds.

Does the RSU grant create dilution for existing BZAI shareholders?

Yes, but the dilution is modest given the company’s outstanding share count and is typical of equity compensation.