Foot Locker merger: CEO Dillon reports RSU/PSU conversions and dispositions

Rhea-AI Filing Summary

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.

Positive

• Merger consideration specified: Each Foot Locker share converted into $24.00 cash or 0.1168 DICK'S shares, providing clear exit value options
• Equity conversion mechanics documented: Unvested PSUs and RSUs were converted into Adjusted RSUs with terms preserved, aiding clarity on post-merger award treatment

Negative

• Performance vesting removed for PSUs upon conversion: Adjusted RSUs corresponding to Issuer PSUs are no longer subject to performance-based vesting conditions
• Multiple dispositions reported: Several large disposals of Foot Locker common stock and RSUs are recorded, reducing direct holdings

Insights

Corporate Governance Expert

TL;DR: The Form 4 documents ownership changes caused by a merger, converting equity awards into Parent stock and cash election options.

The filing cleanly documents mechanical, merger-driven adjustments to executive equity: unvested PSUs were deemed acquired at the Effective Time and converted into Parent-equivalent RSUs using a specified exchange ratio (0.1168). Several disposition entries reflect the elimination or cash-out of prior Issuer equity positions consistent with the Merger Agreement. This is a routine, material post-closing reporting of equity conversion and dispositions; it does not itself disclose new operational results or compensation changes beyond the merger mechanics.

Securities/Compensation Analyst

TL;DR: Document shows award conversions and cash/share election mechanics; material for ownership and dilution assessment.

The explanations clarify that Adjusted RSUs retain prior vesting terms except performance vesting on PSUs was removed post-conversion, and that outstanding shares were converted into either $24.00 in cash or 0.1168 shares of Parent stock per share, with fractional share cash-outs. These specifics are important for calculating post-merger executive ownership and potential realized value, and they align with standard merger consideration mechanics disclosed in the Merger Agreement.

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^*

Dillon Mary N

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		739,813(2)	A	$0	1,234,591	D
Common Stock	09/08/2025		D		1,158,129	D	(3)(4)	76,462	D
Common Stock	09/08/2025		D		76,462	D	(5)	0	D
Common Stock	09/08/2025		D		27,649	D	(5)	0	I	By Trust

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.2

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 Mary N. Dillon	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 change in ownership did Mary N. Dillon report on Form 4 for FL?

The filing reports merger-driven changes where unvested PSUs were deemed to convert to 739,813 shares and her beneficial ownership following a reported transaction is 1,234,591 shares.

How were Foot Locker shares converted in the merger with DICK'S Sporting Goods?

Each Foot Locker 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.

Were PSUs and RSUs preserved after the merger?

RSUs and PSUs were converted into Adjusted RSUs that generally retain prior terms, but Adjusted RSUs from PSUs are no longer subject to performance-based vesting.

When did the reported transactions occur?

The transactions and deemed conversions are reported as occurring on 09/08/2025, the Effective Time of the Merger.

Who signed the Form 4 on behalf of Mary N. Dillon?

The Form 4 was signed by /s/ Erin Conway, Attorney-in-Fact for Mary N. Dillon on 09/08/2025.