Foot Locker Inc SEC Filings

Kimberly K. Underhill, a director of Foot Locker, Inc. (FL), reported dispositions on 09/08/2025 tied to the merger closing with DICK'S Sporting Goods. The filing states that at the effective time of the Merger, Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods. Time-based RSUs held by non-employee directors were cancelled and converted into a cash payment of $24.00 per share. Each outstanding Foot Locker share was converted into the right to receive either $24.00 cash or 0.1168 shares of DICK'S common stock. The Form 4 shows reported dispositions of 3,551 and 38,442 Foot Locker shares and indicates 0 shares beneficially owned following the reported transactions.

Sonia Syngal, a director of Foot Locker, Inc. (FL), filed a Form 4 reporting transactions dated 09/08/2025 tied to the company's merger with DICK'S Sporting Goods. The filing shows dispositions of 3,551 and 3,364 shares (reported as D) and indicates certain restricted stock units held by non-employee directors were cancelled and converted into a cash payment of $24.00 per RSU. The Merger Agreement made Foot Locker a wholly owned subsidiary of DICK'S, and outstanding common shares were converted at the holder's election into $24.00 cash or 0.1168 shares of DICK'S common stock.

Foot Locker, Inc. became a wholly owned subsidiary of DICK'S Sporting Goods, Inc. on September 8, 2025. At the effective time of the merger, Deferred Stock Units (DSUs) and time-based Restricted Stock Units (RSUs) held by non-employee directors were cancelled and converted into the right to receive $24.00 in cash per share or RSU (RSUs for non-employee directors received cash equal to number of underlying shares times $24.00). Outstanding common shares were converted into either $24.00 cash per share or 0.1168 shares of Parent common stock, with fractional shares paid in cash.

This Form 4 reports director Dona D. Young’s resulting disposals and remaining beneficial ownership following the merger.

Form 4 filed for Elliott Rodgers, EVP & Chief Operations Officer of Foot Locker, Inc. (FL). The filing reports transactions dated 09/08/2025 tied to the Merger Agreement under which Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, Inc. The form shows a deemed acquisition of 97,234 shares representing common stock underlying unvested performance stock units (PSUs), and disclosures of dispositions of 200,635 and 10,106 shares. The Merger converted outstanding RSUs and PSUs into adjusted RSU awards in Parent stock at a conversion factor of 0.1168, and existing shares were converted into either $24.00 cash per share or 0.1168 shares of Parent common stock at holder election.

Foot Locker director Tristan Walker reported disposals on 09/08/2025 tied to the company's merger. The Form 4 shows that at the effective time of a merger with DICK'S Sporting Goods, Inc., Foot Locker became a wholly owned subsidiary of DICK'S. Outstanding deferred stock units were cancelled and converted into $24.00 cash per share of underlying common stock. Time-based restricted stock units held by non-employee directors were likewise cancelled and converted into cash at $24.00 per share. Outstanding common shares were converted into either $24.00 cash per share or 0.1168 shares of DICK'S common stock at the holder's election.

Ulice Payne Jr., a Foot Locker director, reported changes in his Foot Locker (FL) holdings related to a merger with DICK'S Sporting Goods. On 09/08/2025 the Issuer became a wholly owned subsidiary of DICK'S pursuant to a Merger Agreement dated 05/15/2025. At the Effective Time, outstanding deferred stock units (DSUs) were cancelled and converted into the right to receive $24.00 per share equivalent, and time-based restricted stock units (RSUs) held by non-employee directors were cancelled and converted into the right to receive $24.00 per share equivalent. Each outstanding Foot Locker common share was converted into either $24.00 in cash or 0.1168 shares of DICK'S common stock at the holder's election, with fractional shares paid in cash. The Form 4 shows dispositions reflecting those conversions and related cancellations.

Mary N. Dillon, Foot Locker CEO and director, reported changes in her beneficial ownership following Foot Locker's merger into DICK'S Sporting Goods on 09/08/2025. At the merger's effective time, unvested performance stock units were deemed to convert into 739,813 shares of Foot Locker common stock and certain restricted stock units and PSUs were converted into adjusted RSU awards in DICK'S Sporting Goods stock using a 0.1168 exchange ratio. Concurrent dispositions show multiple reported sales/terminations of Foot Locker common stock and RSUs, and following one reported acquisition her beneficial ownership is reported as 1,234,591 shares. The filing was signed by an attorney-in-fact on her behalf.

Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. At the effective time of the merger, unvested performance stock units (PSUs) and time-based restricted stock units (RSUs) of Foot Locker were treated per the Merger Agreement and applicable award terms. The reporting person was deemed to acquire 31,231 shares of Foot Locker common stock underlying unvested PSUs and then reported several dispositions of Foot Locker shares totaling 128,532.349 shares across transactions, leaving certain holdings reported as 125,126.411 and other lines reflecting conversions and indirect 401(k) plan interests. Under the Merger Agreement, each outstanding Issuer share was converted into the right to receive either $24.00 in cash or 0.1168 shares of Parent common stock, and RSUs/PSUs were converted into adjusted RSUs equal to the Issuer units multiplied by 0.1168, with former PSUs no longer subject to performance vesting.