FL insider Form 4: DSUs/RSUs cashed at $24; shareholders get $24 or 0.1168 DKS shares

Rhea-AI Filing Summary

Foot Locker director Darlene Nicosia reported changes in beneficial ownership tied to the company's merger with DICK'S Sporting Goods. On 09/08/2025 the merger made Foot Locker a wholly owned subsidiary of DICK'S, and outstanding deferred stock units (DSUs) and time-based restricted stock units (RSUs) held by non-employee directors were cancelled and converted into cash at $24.00 per share. Outstanding common shares were converted into either $24.00 cash per share or 0.1168 shares of DICK'S Sporting Goods common stock at the holder's election, with fractional shares paid in cash.

Positive

• Merger completed resulting in definitive consideration terms ($24.00 cash or 0.1168 Parent shares) for holders
• DSUs and RSUs converted to cash at a fixed per-share price, providing liquidity to holders

Negative

• Director's equity positions in Foot Locker were cancelled, reducing direct ownership in the standalone issuer
• Some holders lost the option to retain Foot Locker equity, replaced by cash or Parent stock under merger terms

Insights

Corporate Governance Expert

TL;DR: A control-changing merger converted director equity awards into cash or parent stock, removing prior director ownership in Foot Locker.

The Form 4 discloses that Foot Locker completed a merger with DICK'S Sporting Goods that altered the capital structure for holders of DSUs, RSUs and common shares. DSUs and non-employee director RSUs were cancelled and converted into cash at a fixed per-share price of $24.00, while common shares became eligible for either cash consideration of $24.00 or an election to receive 0.1168 shares of Parent common stock. For governance, this reflects a definitive change in control and the termination of director equity positions in the standalone issuer.

Securities/Equity Compensation Analyst

TL;DR: Equity awards were cashed out or exchanged per merger terms, which is standard in acquisition transactions.

The reported transactions show cancellation and conversion mechanics common in mergers: DSUs and RSUs held by non-employee directors were converted into fixed cash payments of $24.00 per underlying share, and outstanding common stockholders received either cash or a fixed exchange ratio of 0.1168 shares of Parent stock. The Form 4 reports the director's reduced or eliminated direct holdings following these conversions, consistent with the issuance of consideration at the Effective Time.

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^*

Nicosia Darlene

(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		21,230.471	D	(2)	12,838	D
Common Stock	09/08/2025		D		3,551	D	(3)	9,287	D
Common Stock	09/08/2025		D		9,287	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 Darlene Nicosia.	09/08/2025
	** Signature of Reporting Person	Date
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FAQ

What happened to Foot Locker DSUs and RSUs in the merger (FL)?

Per the Form 4, 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 cash equal to the number of shares underlying the RSU multiplied by $24.00.

What consideration did Foot Locker common shareholders receive in the merger?

Each share of Foot Locker common stock was converted into the holder's election of either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock, with fractional shares paid in cash.

When did the reported transactions occur for Foot Locker (FL)?

The Form 4 reports transactions with a transaction date of 09/08/2025, which corresponds to the Effective Time of the merger described in the filing.

Did the Form 4 show any derivative securities transactions?

No. Table II for derivative securities in the Form 4 contains no reported derivative transactions.

Who signed the Form 4 for Darlene Nicosia?

The filing was signed by Erin Conway, Attorney-in-Fact for Darlene Nicosia, as indicated on the form.