[Form 4] Foot Locker, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Foot Locker director John Venhuizen reported changes in his beneficial ownership due to the company's merger with DICK'S Sporting Goods. At the effective time of the Merger on 09/08/2025, Foot Locker became a wholly owned subsidiary of DICK'S, and outstanding time-based RSUs held by non-employee directors were cancelled and converted into a cash payment equal to the number of shares subject to each RSU multiplied by $24.00. Outstanding common shares were converted into either $24.00 cash or 0.1168 shares of DICK'S common stock at the holder's election. The Form 4 shows Venhuizen disposing of 3,551 and 3,364 shares, leaving 0 shares beneficially owned following the transactions. The form is signed by Erin Conway as attorney-in-fact for Venhuizen.

Insights

Corporate Governance Expert

TL;DR: Director holdings were fully converted at merger terms, eliminating Foot Locker public ownership by insiders.

The filing documents a routine post-merger conversion of director equity: time-based RSUs were cashed out at $24.00 per share and outstanding common shares were converted per the merger consideration. This is a mechanical outcome of the merger agreement rather than an independent insider-initiated sale. For governance, the key implication is that non-employee director equity in Foot Locker has been extinguished and replaced by cash or DICK'S stock consideration, removing ongoing director equity exposure to the standalone Foot Locker public company. This reduces potential future conflicts tied to Foot Locker share ownership but also removes a direct equity stake alignment with Foot Locker as an independent entity.

M&A Specialist

TL;DR: The Form 4 reflects consummation of the announced merger and standard merger consideration mechanics.

The disclosure confirms the Effective Time mechanics: each Foot Locker common share was converted into $24.00 cash or 0.1168 shares of Parent (DICK'S) common stock, and director RSUs were cashed at $24.00 per share-equivalent. The reported share disposals (3,551 and 3,364) align with conversion/cash-out of equity pursuant to the Merger Agreement rather than market trades. This is materially impactful to investors because it finalizes consideration and removes Foot Locker from public float, transferring value to DICK'S shareholders or cash recipients per election.

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^*

Venhuizen John

(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)	3,364	D
Common Stock	09/08/2025		D		3,364	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 John Venhuizen	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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