FL Form 4: Director dispositions after DICK'S merger; $24 cash or 0.1168 DKS shares

Rhea-AI Filing Summary

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.

Positive

• Merger completion: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods as of 09/08/2025.
• Clear consideration: The merger consideration is explicit: $24.00 cash per Foot Locker share or 0.1168 shares of DICK'S common stock.
• RSU cashout specified: Time-based RSUs for non-employee directors were cancelled and converted into a $24.00-per-share cash payment.

Negative

• Public equity extinguished: Outstanding Foot Locker shares were converted, ending public common stock ownership in the issuer.
• Director holdings disposed: The reporting director recorded dispositions totaling 41,993 shares (3,551 and 38,442) and reports 0 shares beneficially owned following the transactions.

Insights

Corporate Governance Expert

TL;DR: Director holdings were cashed out under merger terms; RSUs converted to $24 per share and director reported full dispositions.

The filing documents a routine Section 16 report resulting from a change in control. It clearly states RSUs for non-employee directors were cancelled and converted to a fixed cash payment of $24.00 per share, and outstanding common shares were converted into either $24.00 cash or 0.1168 Parent shares. The reporting person, a director, recorded dispositions totaling 41,993 shares across two reported items (3,551 and 38,442), with zero shares reported as beneficially owned after the transactions. This is an administrative disclosure of post-merger equity treatment rather than an autonomous trading decision by the director.

M&A Specialist

TL;DR: Merger closed; consideration formula is explicit: $24.00 cash or 0.1168 Parent shares per Foot Locker share.

The Form 4 ties the insider reporting directly to the Merger Agreement dated May 15, 2025, and the Effective Time on September 8, 2025. It confirms the standard merger mechanics: conversion of equity and cancellation of RSUs with a set per-share cash value and an alternative stock election with a precise exchange ratio. The filing documents the mechanical disposition of the issuer’s securities as a consequence of the merger, which is material to shareholders because it terminates public holdings and prescribes the transaction consideration.

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^*

Underhill Kimberly K

(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
	Officer (give title below)		Other (specify below)

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		D		3,551	D	(2)	38,442	D
Common Stock	09/08/2025		D		38,442	D	(3)	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. At the effective time of the Merger (the "Effective Time"), each time-based restricted stock unit ("RSU") of the Issuer held by a non-employee director of the Issuer that is outstanding as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into the right to receive, without interest, an amount in cash equal to (i) the number of shares of Issuer common stock subject to such Issuer RSU as of immediately prior to the Effective Time multiplied by (ii) $24.00.

3. 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 Kimberly K. Underhill	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Kimberly K. Underhill report on Form 4 for FL?

The Form 4 reports dispositions on 09/08/2025 tied to the merger, showing dispositions of 3,551 and 38,442 shares and 0 shares beneficially owned after the transactions.

What consideration did Foot Locker shareholders receive in the merger?

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 (fractional shares paid in cash).

How were non-employee director RSUs treated in the transaction?

Time-based RSUs held by non-employee directors were cancelled and converted into a cash payment of $24.00 per share, payable without interest.

When did the merger become effective?

The filing states the Merger became effective on 09/08/2025.

Does the Form 4 indicate any retained beneficial ownership by the director?

No. The Form 4 reports 0 shares beneficially owned following the reported transactions.