FL Insider Form 4: DSUs/RSUs Converted at $24 Per Share in DICK'S Merger

Rhea-AI Filing Summary

Ulice Payne Jr., a Foot Locker director, reported changes in his Foot Locker (FL) holdings related to a merger with DICK'S Sporting Goods. On 09/08/2025 the Issuer became a wholly owned subsidiary of DICK'S pursuant to a Merger Agreement dated 05/15/2025. At the Effective Time, outstanding deferred stock units (DSUs) were cancelled and converted into the right to receive $24.00 per share equivalent, and time-based restricted stock units (RSUs) held by non-employee directors were cancelled and converted into the right to receive $24.00 per share equivalent. Each outstanding Foot Locker common share was converted into either $24.00 in cash or 0.1168 shares of DICK'S common stock at the holder's election, with fractional shares paid in cash. The Form 4 shows dispositions reflecting those conversions and related cancellations.

Positive

• Merger completed making Foot Locker a wholly owned subsidiary of DICK'S Sporting Goods, providing a definitive transaction outcome
• Fixed cash consideration of $24.00 per share for holders electing cash provides clear, immediate value
• Stock election available at an exchange ratio of 0.1168 DICK'S shares per Foot Locker share, allowing continued equity exposure

Negative

• Director's Foot Locker equity awards (DSUs and RSUs) were cancelled and converted into cash rights, removing those legacy equity interests
• Reporting person’s common stock position was reduced to zero following the conversion/dispositions reported on the Form 4

Insights

Financial Analyst

TL;DR: A completed acquisition converted Foot Locker equity into $24.00 cash or DICK'S stock at 0.1168 share ratio, materially changing insider holdings.

The Form 4 documents the mechanical effects of the Merger: cancellation and cash settlement of DSUs and RSUs at $24.00 per underlying share and conversion of outstanding common shares into either $24.00 cash or 0.1168 Parent shares. For valuation, the fixed cash consideration provides immediate realized value to holders who elected cash, while the stock election creates exposure to Parent via the 0.1168 exchange ratio. Reported disposals reflect these contractually required conversions rather than voluntary open-market sales.

Corporate Governance Expert

TL;DR: Director-level equity awards and common shares were cancelled or converted under merger terms, aligning insider compensation with closing consideration.

The disclosure shows non-employee director awards (time-based RSUs) and deferred stock units were cancelled and converted into cash consideration per the Merger Agreement, consistent with typical change-in-control treatment. The Form 4 properly reports the cancellations, conversions, and resulting beneficial ownership changes for the reporting person. This is a routine but material corporate action that alters the composition of insider holdings and eliminates legacy equity positions in the issuer.

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^*

PAYNE ULICE JR

(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		17,969.193	D	(2)	21,852	D
Common Stock	09/08/2025		D		3,551	D	(3)	18,301	D
Common Stock	09/08/2025		D		18,301	D	(4)	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"), pursuant to the Merger Agreement, each Issuer deferred stock unit ("DSU") that is outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive $24.00 in respect of each share of Issuer common stock subject to such Issuer DSU.

3. At 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.

4. 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 Ulice Payne Jr.	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 as reported on this Form 4?

At the Effective Time of the Merger, each outstanding Foot Locker common 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 deferred stock units (DSUs) and restricted stock units (RSUs) treated in the transaction?

Outstanding DSUs were cancelled and converted into the right to receive $24.00 per underlying share; time-based RSUs held by non-employee directors were cancelled and converted into the right to receive $24.00 per underlying share.

Who filed this Form 4 and what is their relationship to Foot Locker?

The Form 4 was filed for Ulice Payne Jr., who is identified as a Director of Foot Locker.

When did the reported transactions occur?

The earliest transaction date reported on the Form 4 is 09/08/2025, the Effective Time of the Merger.

Does the Form 4 show any remaining Foot Locker shares owned by the reporting person?

The Form 4 reports dispositions and conversions that result in the reporting person holding zero Foot Locker common shares after the reported transactions.