[Form 4] Everi Holdings Inc Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: Director Debra L. Nutton reported the disposition of 500 Everi Holdings Inc. (EVRI) common shares and the cancellation of 30,400 restricted stock units (RSUs) on 07/01/2025.

The dispositions occurred automatically at the closing of Everi’s merger with Voyager Parent, LLC under the Agreement and Plan of Merger dated 07/26/2024. At the Effective Time (07/01/2025), each EVRI share and each underlying RSU were converted into the right to receive $14.25 in cash:

• Common shares: 500 × $14.25 = $7,125 cash consideration
• RSUs: 30,400 units × $14.25 = $432,600 cash consideration (payable on original vesting schedule)

Following the transactions, the reporting person’s beneficial ownership is 0 shares/RSUs, and Everi has become a wholly-owned subsidiary of Voyager Parent. No other equity transactions are disclosed.

Positive

• Merger completed: Cash consideration of $14.25 per share delivered as agreed, removing deal-completion risk.
• Clear compensation treatment: RSUs converted to cash under original vesting, maintaining value for insiders without diluting new owner.

Negative

• Zero remaining public float: Director ownership reduced to zero, signalling EVRI equity is no longer publicly traded and limiting future upside participation for prior shareholders.

Insights

M&A Specialist

TL;DR: Merger closed; director equity cashed out at $14.25, confirming EVRI’s take-private transaction completion.

The filing confirms legal consummation of the Everi–Voyager merger. The automatic cash conversion eliminates equity risk for existing holders and finalises a process announced a year earlier. Because the price and terms mirror the merger agreement, the impact is largely procedural for investors that already arbitraged the deal spread. However, closure removes any remaining transactional uncertainty and ensures liquidity at the agreed price. For option-holders (RSUs), the cash payments will follow original vesting, preserving compensation value while simplifying capital structure post-close.

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^*

Nutton Debra

(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
Common Stock	07/01/2025		D		500(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
Restricted Stock Units	(3)	07/01/2025		D			9,200	(3)	(3)	Common Stock	9,200	(3)	0	D
Restricted Stock Units	(3)	07/01/2025		D			10,700	(3)	(3)	Common Stock	10,700	(3)	0	D
Restricted Stock Units	(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. (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 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/ Debra L. Nutton 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.
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FAQ

What did Debra Nutton report in the July 2025 Form 4 for EVRI?

Disposition of 500 common shares and 30,400 RSUs converted to $14.25 cash per unit at merger closing.

What price did Everi Holdings (EVRI) shareholders receive in the merger?

Each share was converted into the right to receive $14.25 in cash at the 07/01/2025 effective time.

How were Everi restricted stock units treated in the merger?

All RSUs were canceled and converted into cash payments equal to $14.25 × number of shares, payable on the original vesting schedule.

Does Debra Nutton still own Everi stock after the transaction?

No. The Form 4 shows 0 shares and 0 RSUs beneficially owned following the cash conversion.

What is the significance of the Form 4 for EVRI investors?

It confirms the merger’s close and that shareholders received the negotiated cash payout, eliminating open-deal risk.