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

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) filed a Form 4 disclosing that director Secil Tabli Watson has disposed of her entire equity stake in connection with the company’s previously announced merger transaction.

• Date of disposition: 01-Jul-2025 (the merger’s effective time).
• Cash consideration: Each common share and each share underlying outstanding RSUs was converted into the right to receive $14.25 in cash, with no interest.
• Common stock: 1,000 shares disposed; post-transaction ownership: 0.
• Restricted stock units: Five separate RSU grants totaling 40,400 units (2,400 + 7,600 + 9,200 + 10,700 + 10,500) were cancelled for the same cash consideration.
• Result: Watson now reports no direct or indirect ownership; Everi became a wholly-owned subsidiary of Voyager Parent LLC at closing.

The filing confirms the consummation of the merger outlined in the July 26 2024 Agreement and Plan of Merger among Everi, IGT PLC, Spinco (an IGT subsidiary), and Voyager entities. All equity interests have been converted to cash, ending the reporter’s insider status under Section 16.

Positive

• Merger consummation confirmed, providing shareholders a definitive cash payout of $14.25 per share.
• Clean cancellation of 40,400 RSUs under original vesting schedules limits potential compensation disputes.

Negative

• Public shareholders lose upside participation as Everi is now a private subsidiary; no future equity growth opportunity in EVRI.
• Insider ownership reduced to zero, eliminating alignment between former directors and the new private entity.

Insights

M&A Specialist

TL;DR Disposition confirms merger closing; equity cashed out at $14.25, eliminating insider ownership and public float.

The Form 4 is procedural but significant: it evidences the closing mechanics of the IGT–Everi transaction. Shareholders, including insiders, received a fixed $14.25 per share in cash, implying no contingent consideration or holdbacks. The RSU language shows that unvested awards were treated on the same economic terms and will be paid on their original vesting schedules, indicating a standard ‘double-trigger’ structure that avoids windfalls yet preserves value. For investors still holding EVRI pre-close, this filing serves as official confirmation that they, too, should have received cash and that EVRI equity will no longer trade.

Corporate Governance Expert

TL;DR Insider exits with zero shares; Section 16 obligations end, marking completion of take-private deal.

The director’s exit and zero remaining ownership align with standard governance practice post-acquisition; she is no longer subject to Section 16 reporting. No red flags such as retention of derivative positions or unusual side arrangements are present. The straightforward cancellation and cash-out suggest the board’s compensation plans were cleanly settled, lowering post-deal litigation risk. Impact on remaining public investors is moot because EVRI has ceased to be publicly traded.

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

OMB Number:			3235-0287
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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^*

Drosos Virginia

(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)
07/01/2025

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	07/01/2025		A(1)		3,469	A	$24.5(2)	23,198	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. Stock distribution made in payment of the stock portion of the reporting person's 2025 annual retainer.

2. Reflects the closing price of a share of the Company's common stock on June 30, 2025.

	/s/ Erin Conway, Attorney-in-Fact for Virginia Drosos	07/02/2025
	** 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 Everi director Secil Tabli Watson disclose in the Form 4 for EVRI?

She reported disposing of 1,000 common shares and 40,400 RSUs, converting all into cash at $14.25 per share.

When did the EVRI share disposition occur?

The effective disposition date was July 1, 2025, coinciding with the merger closing.

What consideration did EVRI shareholders receive in the merger?

Each share of Everi common stock was converted into the right to receive $14.25 in cash, without interest.

How many restricted stock units were cancelled for cash?

A total of 40,400 RSUs across five separate grants were cancelled and converted to cash at $14.25 per underlying share.

Does Secil Tabli Watson still own any EVRI securities after this transaction?

No. Following the transactions, her reported beneficial ownership is 0 shares.