FL insider report: 0.1168 conversion ratio, insider holdings converted or cashed out

Rhea-AI Filing Summary

Franklin Bracken, President of Foot Locker, Inc. (FL), reported multiple share changes tied to the company's merger into DICK'S Sporting Goods. The Form 4 shows a deemed acquisition of 124,759 shares of Foot Locker common stock on 09/08/2025, resulting in 338,255 shares beneficially owned immediately after that transaction. The filing also reports dispositions of 252,150 and 86,105 shares on the same date, with the final line showing 0 shares beneficially owned following the last reported disposition. The filing explains these entries arose because Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods under a Merger Agreement, with outstanding RSUs/PSUs converted into adjusted awards or cash/share consideration at a conversion ratio of 0.1168 or $24.00 cash per share.

Positive

• Merger completed: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on 09/08/2025 as stated in the filing.
• Clear conversion terms: Issuer shares and awards converted at a disclosed ratio of 0.1168 or a cash alternative of $24.00 per share.

Negative

• Insider holdings reduced to zero: The reporting person's final reported beneficial ownership is 0 shares following the transactions.
• PSU performance vesting removed: Adjusted RSUs that correspond to former PSUs are no longer subject to performance-based vesting per the filing.

Insights

Financial Analyst

TL;DR: Insider holdings were materially altered by the Merger, with conversion terms and cash election clearly specified.

The Form 4 documents that Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on 09/08/2025, triggering automatic treatment of equity awards. A deemed acquisition of 124,759 shares increased reported beneficial ownership to 338,255 shares before subsequent dispositions reported the removal of 252,150 and 86,105 shares, ending with 0 shares after the final disposition. The Merger Agreement provides cash consideration of $24.00 per share or 0.1168 shares of Parent stock, and converted PSUs lost performance-based vesting and were treated as time-based adjusted RSUs. These are material capital-structure and compensation changes for equity holders.

Corporate Governance Expert

TL;DR: The merger caused standardized conversion of equity awards and eliminated PSU performance vesting for adjusted awards.

The filing explicitly states that RSUs and PSUs were converted into Adjusted RSUs using a 0.1168 exchange ratio, and Adjusted RSUs that were formerly PSUs are no longer subject to performance-based vesting. The conversion provisions and holder election between cash ($24.00) or Parent shares are disclosed, and the reporting person's transactions reflect those mechanics rather than voluntary open-market trades. From a governance perspective, award treatment and payment mechanics are clearly documented in the Merger Agreement as reported.

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^*

Bracken Franklin

(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)
	President

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		124,759(2)	A	$0	338,255	D
Common Stock	09/08/2025		D		252,150	D	(3)(4)	86,105	D
Common Stock	09/08/2025		D		86,105	D	(5)	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

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 Franklin Bracken	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) shares held by Franklin Bracken on 09/08/2025?

The Form 4 reports a deemed acquisition of 124,759 shares increasing ownership to 338,255, followed by dispositions of 252,150 and 86,105 shares, with final beneficial ownership reported as 0 shares.

Why were these share transactions reported on the Form 4?

The transactions resulted from the Merger Agreement under which Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, triggering conversion or cash-out of outstanding equity awards and shares.

What conversion or cash terms does the Merger Agreement specify?

Each outstanding 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 paid in cash.

How were Foot Locker PSUs and RSUs treated in the merger?

Each time-based RSU and PSU was converted into an Adjusted RSU equal to the original shares multiplied by 0.1168; Adjusted RSUs corresponding to PSUs are no longer subject to performance-based vesting.

Who filed the Form 4 on behalf of Franklin Bracken?

The form was signed by /s/ Erin Conway, Attorney-in-Fact for Franklin Bracken on 09/08/2025 as shown in the filing.