FL Form 4: Mary Dillon Withholds 33,313 Shares for Taxes at $26.18

Rhea-AI Filing Summary

Mary N. Dillon, listed as CEO and Director of Foot Locker, Inc. (FL), reported a Section 16 Form 4 filing disclosing a tax-withholding disposition tied to the vesting of restricted stock units on 08/19/2025. The filing states 33,313 shares were withheld and disposed of at an indicated price of $26.18 to satisfy tax liabilities from the vesting event. After this transaction the reporting person beneficially owns 494,778 shares (direct) and 27,649 shares (indirect, by trust). The filing was signed by an attorney-in-fact on 08/20/2025. The document contains no other transactions, derivative activity, or additional commentary.

Positive

• Transaction was a tax withholding for RSU vesting, not an open-market sale
• Filing indicates compliance with Section 16 reporting and was signed by an authorized attorney-in-fact

Negative

• 33,313 shares were disposed through withholding, reducing direct holdings
• Reported price $26.18 may reflect value realized for tax purposes rather than market intent

Insights

Financial Analyst

TL;DR: Routine RSU vesting with shares withheld for taxes; no open-market sale reported, minimal direct market impact.

The Form 4 shows a non-dispositive tax withholding of 33,313 shares at an indicated price of $26.18 tied to RSU vesting on 08/19/2025. This is a common equity-compensation settlement method and does not reflect an active sale by the executive. The post-transaction beneficial ownership of 494,778 direct and 27,649 indirect shares remains material for governance disclosure but is not itself a material corporate-development event.

Corporate Governance Expert

TL;DR: Standard insider filing showing compensation settlement; governance controls appear followed.

The filing documents withholding to cover tax obligations from vested restricted stock units, a standard practice that reduces administered share count but preserves executive ownership alignment. The transaction was reported timely and executed via an attorney-in-fact signature, consistent with compliance procedures. There are no indications of unusual trading patterns or derivative transactions in this filing.

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

OMB APPROVAL

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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)
08/19/2025

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	08/19/2025		F(1)		33,313	D	$26.18	494,778	D
Common Stock								27,649	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. Shares withheld in payment of tax liability in connection with the vesting of reported awards of restricted stock units, which vested on August 19, 2025.

	/s/ Erin Conway, Attorney-in-Fact for Mary N. Dillon	08/20/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mary N. Dillon report on Form 4 for FL?

The Form 4 reports 33,313 shares were withheld to satisfy tax liabilities from restricted stock unit vesting on 08/19/2025.

Was the transaction an open-market sale by the CEO of Foot Locker (FL)?

No. The filing states the shares were withheld in payment of tax liability related to RSU vesting, not sold on the open market.

How many shares does Mary N. Dillon beneficially own after the transaction?

Following the report, she beneficially owns 494,778 shares directly and 27,649 shares indirectly (by trust).

What price is indicated on the Form 4 for the withheld shares?

The Form 4 shows an indicated price of $26.18 associated with the 33,313 shares withheld.

When was the Form 4 filed or signed?

The reported transaction date is 08/19/2025 and the form was signed by an attorney-in-fact on 08/20/2025.