Foot Locker merger: director RSUs cashed at $24; stock converted to cash or DICK'S shares

Rhea-AI Filing Summary

Virginia Drosos, a Foot Locker director, reported transactions dated 09/08/2025 in connection with the closing of a merger under an Agreement and Plan of Merger dated May 15, 2025. The Form 4 shows two dispositions of Foot Locker common stock totaling 3,551 and 19,647 shares on that date.

At the effective time of the merger Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods. Outstanding time-based RSUs held by non-employee directors were cancelled and converted into a cash payment of $24.00 per share subject to each RSU. Each share of Foot Locker common stock was converted into either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock (with fractional shares paid in cash).

Positive

• Merger completed making Foot Locker a wholly owned subsidiary of DICK'S Sporting Goods, which finalizes the transaction.
• Clear cash conversion for RSUs: non-employee director RSUs were converted to $24.00 per underlying share, providing definitive payout terms.
• Definitive per-share consideration for common stock: holders received $24.00 cash or 0.1168 Parent shares (fractionals paid in cash).

Negative

• Reported dispositions of Foot Locker common stock totaling 3,551 and 19,647 shares on 09/08/2025.
• Reported beneficial ownership reduced following the transactions (report shows 0 shares beneficially owned after conversion for the relevant line).

Insights

Corporate Governance Expert

TL;DR: Director holdings were cashed out or converted at the merger price, reflecting the issuer's change to a wholly owned subsidiary.

The Form 4 confirms the corporate control change: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods and director equity awards and shares were converted per the merger terms. The cancellation of time-based RSUs for non-employee directors with a specified cash conversion of $24.00 per underlying share is a clear, contractually defined outcome that eliminates those equity incentives at the issuer level. From a governance perspective, the reporting shows completion of consideration mechanics rather than discretionary insider trading.

Financial Analyst

TL;DR: Transaction reflects merger consideration: shareholders received either $24.00 cash or 0.1168 DICK'S shares per Foot Locker share.

The reported dispositions (3,551 and 19,647 shares) coincide with the merger's effective time, when outstanding common shares were converted per the merger agreement. The explicit per-share consideration ($24.00 cash or 0.1168 Parent shares) provides a concrete valuation metric for Foot Locker common stock at close. This is a material corporate event that finalized shareholder compensation under the merger contract.

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^*

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)
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)	19,647	D
Common Stock	09/08/2025		D		19,647	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 Virginia Drosos	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 did Virginia Drosos report on the Form 4 for FL?

The Form 4 reports dispositions on 09/08/2025 of 3,551 and 19,647 Foot Locker shares in connection with the merger.

What consideration did Foot Locker shareholders receive in the merger?

Each Foot Locker share was converted into either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock; fractional shares were paid in cash.

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

Time-based RSUs held by non-employee directors were cancelled and converted into a cash payment equal to $24.00 per underlying share.

When did the merger become effective?

The transactions and conversions reported on the Form 4 occurred on 09/08/2025, identified as the effective time of the merger.

Does the Form 4 indicate any retained Foot Locker shares by the reporting person?

The filing shows a reported beneficial ownership of 0 shares following the reported conversion on the applicable line.