[Form 4] Everi Holdings Inc Insider Trading Activity

Rhea-AI Filing Summary

Whitestone REIT (WSR) – Form 4 insider filing dated 07/02/2025

Chief Executive Officer and Director David K. Holeman reported two equity transactions on 06/30/2025:

• Acquisition (Code A): 30,201 restricted common share units were added to his direct holdings at a stated price of $0 under the company’s 2018 Long-Term Equity Incentive Plan.
• Share withholding (Code F): 12,865 common shares were surrendered at $12.48 per share to cover statutory tax obligations arising from the vesting event.

After the transactions, Holeman’s direct ownership stands at 754,867 common shares, representing a net increase of 17,336 shares (approx. 2.4% relative to his pre-vesting position).

The filing reflects routine equity compensation activity rather than an open-market purchase; nevertheless, the resulting higher ownership marginally strengthens management–shareholder alignment without requiring personal cash investment.

Positive

• Net increase of 17,336 shares raises the CEO’s direct stake to 754,867, enhancing alignment with shareholders.

Negative

• No open-market purchase; shares were granted at no cost under an incentive plan, limiting the strength of insider-confidence signals.

Insights

Corporate Governance Analyst

TL;DR: CEO gains 17k shares via vesting; tax-withheld shares reduce net; no cash outlay—signal neutral, modest alignment benefit.

Impact assessment: Not impactful. The acquisition stems from a scheduled RSU vesting under the 2018 plan, so it does not convey a discretionary bullish view. The net increase of 17,336 shares (to 754,867) slightly improves ownership alignment but represents routine compensation rather than capital deployment. The share surrender for taxes (Code F) is standard and cash-less. Investors should view the filing as neutral to mildly positive for governance, with no immediate valuation implications.

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

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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^*

Bali Atul

(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
Restricted Stock Units	(1)(2)(3)	07/01/2025		D			7,442	(3)	(3)	Common Stock	7,442	(3)	0	D
Restricted Stock Units	(1)(2)(3)	07/01/2025		D			18,571	(3)	(3)	Common Stock	18,571	(3)	0	D
Restricted Stock Units	(1)(2)(3)	07/01/2025		D			8,860	(3)	(3)	Common Stock	8,860	(3)	0	D
Restricted Stock Units	(1)(2)(3)	07/01/2025		D			7,600	(3)	(3)	Common Stock	7,600	(3)	0	D
Restricted Stock Units	(1)(2)(3)	07/01/2025		D			9,200	(3)	(3)	Common Stock	9,200	(3)	0	D
Restricted Stock Units	(1)(2)(3)	07/01/2025		D			10,700	(3)	(3)	Common Stock	10,700	(3)	0	D
Restricted Stock Units	(1)(2)(3)	07/01/2025		D			10,500	(3)	(3)	Common Stock	10,500	(3)	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 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/ Atul Bali 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.
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FAQ

How many Whitestone REIT shares did CEO David K. Holeman acquire?

He received 30,201 restricted common share units on 06/30/2025.

What price was assigned to the acquired RSU shares?

The RSUs were recorded at $0 cost to the executive as they were granted, not purchased.

How many shares were withheld for taxes?

The company withheld 12,865 shares at $12.48 per share to satisfy tax obligations.

What is the CEO’s total direct ownership after the transactions?

David K. Holeman now directly owns 754,867 common shares of Whitestone REIT.

Does the Form 4 indicate an open-market purchase by the CEO?

No. The filing reflects RSU vesting and tax withholding, not a discretionary open-market buy.