FL Insider Filing: PSUs Converted to Adjusted RSUs After Merger

Rhea-AI Filing Summary

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.

Positive

• Merger closed making Foot Locker a wholly owned subsidiary of DICK'S Sporting Goods as of 09/08/2025
• Clear conversion terms provided: $24.00 cash per Issuer share or 0.1168 Parent shares per Issuer share
• PSUs converted into Adjusted RSUs that retain original terms except former performance conditions were removed for PSUs

Negative

• Significant share dispositions reported (e.g., 72,728 and 52,398.411 share lines) reducing direct Foot Locker share holdings
• Former performance-based awards no longer subject to performance vesting, changing incentive alignment metrics

Insights

Corporate Governance Expert

TL;DR: Merger closed; equity awards and outstanding shares were converted into Parent consideration, altering security ownership and award terms.

The Form 4 documents insider changes triggered by the Merger Agreement effective September 8, 2025. It shows a deemed acquisition of 31,231 shares underlying PSUs at the Effective Time and multiple dispositions and conversions of Foot Locker common stock and awards. Material contract terms disclosed include the cash alternative of $24.00 per Issuer share and the share-exchange ratio of 0.1168 Parent shares per Issuer share. Notably, Issuer PSUs converted into Adjusted RSUs that are no longer performance-based, which changes the economic and vesting profile of formerly performance-contingent compensation. This is a governance and compensation outcome investors should note for executive alignment and award dilution analysis.

Securities Analyst

TL;DR: Insider reporting reflects conversion mechanics and sizeable share movements tied to the merger consideration.

The transactions are merger-related and primarily mechanical: outstanding equity awards and shares were converted per the Merger Agreement into either cash or Parent stock using a 0.1168 exchange factor, with cash consideration of $24.00 per share as disclosed. The Form 4 lists specific counts including a deemed acquisition of 31,231 shares underlying PSUs and reported dispositions aggregating tens of thousands of shares across lines. These entries change the reported beneficial ownership of Foot Locker securities and document the shift to Parent-equity exposure for holders of converted awards.

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^*

Cipriano Giovanna

(Last) (First) (Middle)

C/O FOOT LOCKER, INC.

330 WEST 34TH STREET

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FOOT LOCKER, INC. [ FL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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(1)	09/08/2025		A		31,231(2)	A	$0	125,126.411	D
Common Stock	09/08/2025		D		72,728	D	(3)(4)	52,398.411	D
Common Stock	09/08/2025		D		52,398.411	D	(5)	0	D
Common Stock	09/08/2025		D		3,406.938	D	(5)	0	I	401(K) Plan

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

Explanation of Responses:

1. On September 8, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 15, 2025, by and among DICK'S Sporting Goods, Inc., a Delaware corporation ("Parent"), RJS Sub LLC, a New York limited liability company and a wholly owned direct Subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger").

2. Represents a deemed acquisition of shares of Issuer common stock underlying unvested performance stock units ("PSUs") at the effective time of the Merger (the "Effective Time") pursuant to the Merger Agreement, in accordance with the applicable award agreement (or if not addressed in the applicable award agreement, the Issuer's 2007 Stock Incentive Plan, as amended and restated as of March 22, 2023).

3. At the Effective Time, pursuant to the Merger Agreement, each time-based restricted stock unit ("RSU") of the Issuer that is not held by a non-employee director of the Issuer and each PSU of the Issuer that is outstanding as of immediately prior to the Effective Time was converted into an RSU award in respect of a number of shares of Parent common stock, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU or PSU, as applicable (with the number of shares subject to an Issuer PSU determined in accordance with the applicable award agreement), as of immediately prior to the Effective Time, multiplied by (ii) 0.1168 (each such assumed Issuer RSU or PSU, as so adjusted, a "Adjusted RSU").

4. Any Adjusted RSU is subject to the same terms and conditions as were applicable to the corresponding Issuer RSU or PSU prior to the Effective Time, except that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to any performance-based vesting conditions.

5. At the Effective Time, pursuant to the Merger Agreement and subject to certain exceptions, each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, without interest and at the holder's election, either (i) an amount in cash equal to $24.00 or (ii) 0.1168 shares of Parent common stock (except that any fractional shares were instead replaced by the right to receive a corresponding cash amount).

	/s/ Erin Conway, Attorney-in-Fact for Giovanna Cipriano	09/08/2025
	** 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

What happened to Foot Locker (FL) on September 8, 2025?

The company became a wholly owned subsidiary of DICK'S Sporting Goods pursuant to the Merger Agreement dated May 15, 2025; transactions in this Form 4 reflect the Effective Time adjustments.

How were outstanding Foot Locker shares converted in the merger?

Each Issuer share was converted into the right to receive either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock, with fractional shares cashed out.

What happened to unvested PSUs and RSUs held by employees or officers?

Time-based RSUs and PSUs were converted into Adjusted RSUs equal to the Issuer units multiplied by 0.1168; Adjusted RSUs corresponding to former PSUs are no longer subject to performance-based vesting.

How many shares were deemed acquired or disposed by the reporting person?

The Form reports a deemed acquisition of 31,231 shares underlying unvested PSUs and multiple dispositions including amounts of 72,728 and 52,398.411 shares in the reported transactions.

Does the Form 4 disclose the reporting person’s relationship to Foot Locker?

Yes; the reporting person is identified as SVP & Chief Accounting Officer and an officer of Foot Locker.