FL Insider Filing: DSUs/RSUs Converted at $24 in DICK'S Merger

Rhea-AI Filing Summary

Foot Locker, Inc. became a wholly owned subsidiary of DICK'S Sporting Goods, Inc. on September 8, 2025. At the effective time of the merger, Deferred Stock Units (DSUs) and time-based Restricted Stock Units (RSUs) held by non-employee directors were cancelled and converted into the right to receive $24.00 in cash per share or RSU (RSUs for non-employee directors received cash equal to number of underlying shares times $24.00). Outstanding common shares were converted into either $24.00 cash per share or 0.1168 shares of Parent common stock, with fractional shares paid in cash.

This Form 4 reports director Dona D. Young’s resulting disposals and remaining beneficial ownership following the merger.

Positive

• Merger completed: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, providing a definitive corporate outcome.
• Fixed cash consideration for equity awards: DSUs and non-employee director RSUs were converted into the right to receive $24.00 per share, crystallizing value for holders.
• Shareholder election: Holders of common stock could elect $24.00 cash or 0.1168 Parent shares, offering liquidity or rollover into Parent equity.

Negative

• Loss of public independence: Foot Locker ceased to be an independent publicly traded company at the Effective Time.
• Director holdings disposed or converted: The reporting director’s DSUs/RSUs and many common shares were cancelled or converted, removing future upside in Foot Locker equity.
• Fractional shares paid in cash: Fractional Parent shares were not issued and instead converted to cash, eliminating fractional share ownership.

Insights

Financial Analyst

TL;DR: Merger delivered a defined consideration of $24.00 per share or stock consideration, providing liquidity and crystallizing value for public shareholders.

The disclosed transactions reflect the merger closing mechanics rather than active trading decisions by the reporting director. Cancellation and cash conversion of DSUs and RSUs at $24.00 per share crystallizes compensation value for non-employee directors and removes future upside or downside exposure to Foot Locker shares. Shareholders had a clear election between fixed cash consideration and a fixed exchange ratio into Parent shares, creating straightforward valuation outcomes at closing.

Corporate Governance Expert

TL;DR: The company’s governance as a public issuer ended at the Effective Time; director holdings were converted, eliminating public oversight features.

The Form 4 shows the governance consequence of the merger: Foot Locker ceased to trade independently and director equity incentives were extinguished or cashed out. That change ends the company’s standalone board accountability to public markets and converts director equity into immediate compensation or Parent equity, altering alignment between former directors and legacy public shareholders.

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^*

YOUNG DONA D

(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)	X	Other (specify below)
			Non-Executive Chair

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		99,828.384	D	(2)	7,020	D
Common Stock	09/08/2025		D		3,551	D	(3)	3,469	D
Common Stock	09/08/2025		D		3,469	D	(4)	0	D
Common Stock	09/08/2025		D		36,951	D	(4)	0	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. 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 Dona D. Young	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) equity at the Effective Time?

Each outstanding 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 director DSUs and RSUs treated in the merger?

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

Does this Form 4 indicate active trading by the director?

No. The reported disposals reflect merger consideration and conversion mechanics at the Effective Time, not voluntary open-market sales.

What options did shareholders have for receiving merger consideration?

Election between cash and stock: Shareholders could elect $24.00 cash per share or 0.1168 Parent shares; fractional shares were settled in cash.

Who filed the Form 4 for Dona D. Young?

Erin Conway signed as Attorney-in-Fact on behalf of Dona D. Young, reporting the post-merger ownership changes.