[Form 4] Everi Holdings Inc Insider Trading Activity

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) – Form 4 insider filing

Executive Vice President & Chief Legal Officer Kate C. Lowenhar-Fisher reported the disposition of all equity interests in Everi on 1 July 2025, coinciding with the closing of the previously announced merger between Everi and Voyager Parent, LLC. At the effective time, Everi became a wholly owned subsidiary of Voyager, and each share of Everi common stock held by the insider was converted into the right to receive $14.25 in cash.

The filing shows:

• Common stock: 68,477 shares disposed at an implied cash value of $14.25 per share; post-transaction holding: 0.
• Equity awards: All outstanding RSUs (98,383 units) and PSUs (48,350 units) were cancelled and converted into cash at the same $14.25 rate, subject to their original time-based vesting schedules.

No securities remain owned directly or indirectly by the reporting person after the transaction. The treatment of awards and cash-out price are governed by the Merger Agreement executed 26 July 2024 among Everi, International Game Technology PLC, and Voyager entities.

Investor take-away: The Form 4 confirms the consummation of the buy-out at $14.25, implying public shareholders were similarly cashed out and that EVRI will cease to trade as an independent public company.

Positive

• Merger consummation provides cash certainty at $14.25 per share for insiders and presumably all shareholders.

Negative

• No residual equity upside; investors can no longer participate in Everi’s future performance as it becomes a private subsidiary.

Insights

M&A Specialist

TL;DR: Filing confirms merger close, insider cashed out at $14.25; no residual equity.

The Form 4 is a mechanical disclosure triggered by the July 1 closing of the Voyager acquisition. All insider equity—common, RSUs, PSUs—has been converted to cash at the agreed $14.25 price, aligning perfectly with terms outlined in the 2024 Merger Agreement. From a deal-process standpoint, this indicates all conditions precedent were satisfied and consideration was delivered. Public shareholders should have received the same cash, meaning EVRI will soon be delisted. Impact is essentially neutral for existing holders (price fixed months ago) but removes any future upside optionality.

Portfolio Manager

TL;DR: Cash payment validated; liquidity event complete—no further trading opportunity in EVRI.

The insider’s zero post-transaction holdings confirm the definitive end of EVRI’s equity float. Investors who maintained arbitrage positions up to the record date have realized the $14.25 exit price. Unless an earn-out or contingent value right exists elsewhere (not referenced here), there is no remaining equity exposure. For portfolio construction, positions should be closed and proceeds reallocated. The event is not market-moving today, but it finalises cash returns and eliminates merger-arb risk.

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^*

Lowenhar-Fisher Kate C.

(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, Chief Legal Officer

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		68,477(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			4,633	(3)	(3)	Common Stock	4,633	(3)	0	D
Restricted Stock Units	(3)	07/01/2025		D			14,400	(3)	(3)	Common Stock	14,400	(3)	0	D
Restricted Stock Units	(3)	07/01/2025		D			26,750	(3)	(3)	Common Stock	26,750	(3)	0	D
Restricted Stock Units	(3)	07/01/2025		D			52,600	(3)	(3)	Common Stock	52,600	(3)	0	D
Performance Stock Units	(4)	07/01/2025		D			21,600	(4)	(4)	Common Stock	21,600	(4)	0	D
Performance Stock Units	(4)	07/01/2025		D			26,750	(4)	(4)	Common Stock	26,750	(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 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.

4. 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/ Kate C. Lowenhar-Fisher by Todd A. Valli, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction does Everi Holdings (EVRI) Form 4 confirm?

It confirms the 1 July 2025 closing of the merger in which Everi became a wholly-owned subsidiary of Voyager Parent, LLC.

At what price were EVRI shares cashed out?

Each share was converted into the right to receive $14.25 in cash.

Which insider filed the Form 4 and what position did they hold?

Kate C. Lowenhar-Fisher, EVP & Chief Legal Officer, filed the statement.

How many common shares did the insider dispose of?

She disposed of 68,477 common shares, leaving zero shares held.

What happened to Everi’s RSUs and PSUs under the merger?

All RSUs (98,383 units) and PSUs (48,350 units) were cancelled and converted to cash at $14.25 per underlying share, retaining original time-based vesting.

Does the insider retain any ownership after the merger?

No. The filing shows zero remaining common shares or derivative securities owned.