Elliott Rodgers Form 4: 97,234 PSUs Converted; Shares Exchanged in FL Merger

Rhea-AI Filing Summary

Form 4 filed for Elliott Rodgers, EVP & Chief Operations Officer of Foot Locker, Inc. (FL). The filing reports transactions dated 09/08/2025 tied to the Merger Agreement under which Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, Inc. The form shows a deemed acquisition of 97,234 shares representing common stock underlying unvested performance stock units (PSUs), and disclosures of dispositions of 200,635 and 10,106 shares. The Merger converted outstanding RSUs and PSUs into adjusted RSU awards in Parent stock at a conversion factor of 0.1168, and existing shares were converted into either $24.00 cash per share or 0.1168 shares of Parent common stock at holder election.

Positive

• Merger completion disclosed: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, Inc.
• Clear treatment of equity awards: RSUs and PSUs were converted into Adjusted RSUs with stated terms and conversion factor (0.1168).
• Defined cash election: Shareholders were given a stated cash option of $24.00 per share or Parent stock consideration.

Negative

• Loss of public independence: Issuer became a wholly owned subsidiary of Parent, eliminating standalone public ownership of Foot Locker common stock.
• Performance conditions removed for PSUs: Adjusted RSUs corresponding to prior PSUs are no longer subject to performance-based vesting conditions.

Insights

Financial Analyst

TL;DR: Transactions reflect merger closings, deemed PSU conversions and substantial share disposals tied to the issuer's acquisition by DICK'S.

The Form 4 documents insider transactions occurring at the Effective Time of the merger. The deemed acquisition of 97,234 shares represents settlement treatment of unvested PSUs rather than open-market purchases. Large reported dispositions (200,635 and 10,106 shares) coincide with the conversion and payment mechanics described in the Merger Agreement, where outstanding shares were exchanged for cash of $24.00 per share or 0.1168 Parent shares. For investors, these are execution and post-merger ownership-change disclosures rather than active trading decisions by the reporting person.

Corporate Governance Expert

TL;DR: Filing documents standard post-merger equity adjustments and insider reporting obligations following a change in control.

The explanations confirm that RSUs and PSUs were converted into Adjusted RSUs in Parent stock and that PSUs lost performance-based vesting conditions at the Effective Time per the Merger Agreement. The Form 4 properly discloses deemed acquisitions and dispositions linked to the transaction mechanics. This filing fulfills Section 16 reporting after a corporate control event and provides transparency on how executive equity awards were treated under the merger terms.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rodgers Elliott

Role EVP, Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	97,234	$0.00	--
Disposition	Common Stock	200,635	$0.00	--
Disposition	Common Stock	10,106	$0.00	--

Holdings After Transaction: Common Stock — 210,741 shares (Direct)

Footnotes (1)

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"). Represents a deemed acquisition of shares of Issuer common stock underlying unvested performance stock units ("PSUs") at the effective time of the Merger (the "Effective Time") pursuant to the Merger Agreement, in accordance with the applicable award agreement (or if not addressed in the applicable award agreement, the Issuer's 2007 Stock Incentive Plan, as amended and restated as of March 22, 2023). At the Effective Time, pursuant to the Merger Agreement, each time-based restricted stock unit ("RSU") of the Issuer that is not held by a non-employee director of the Issuer and each PSU of the Issuer that is outstanding as of immediately prior to the Effective Time was converted into an RSU award in respect of a number of shares of Parent common stock, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU or PSU, as applicable (with the number of shares subject to an Issuer PSU determined in accordance with the applicable award agreement), as of immediately prior to the Effective Time, multiplied by (ii) 0.1168 (each such assumed Issuer RSU or PSU, as so adjusted, a "Adjusted RSU"). Any Adjusted RSU is subject to the same terms and conditions as were applicable to the corresponding Issuer RSU or PSU prior to the Effective Time, except that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to any performance-based vesting conditions. 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).

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Rodgers Elliott

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Operations Officer

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		A		97,234(2)	A	$0	210,741	D
Common Stock	09/08/2025		D		200,635	D	(3)(4)	10,106	D
Common Stock	09/08/2025		D		10,106	D	(5)	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. Represents a deemed acquisition of shares of Issuer common stock underlying unvested performance stock units ("PSUs") at the effective time of the Merger (the "Effective Time") pursuant to the Merger Agreement, in accordance with the applicable award agreement (or if not addressed in the applicable award agreement, the Issuer's 2007 Stock Incentive Plan, as amended and restated as of March 22, 2023).

3. At the Effective Time, pursuant to the Merger Agreement, each time-based restricted stock unit ("RSU") of the Issuer that is not held by a non-employee director of the Issuer and each PSU of the Issuer that is outstanding as of immediately prior to the Effective Time was converted into an RSU award in respect of a number of shares of Parent common stock, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU or PSU, as applicable (with the number of shares subject to an Issuer PSU determined in accordance with the applicable award agreement), as of immediately prior to the Effective Time, multiplied by (ii) 0.1168 (each such assumed Issuer RSU or PSU, as so adjusted, a "Adjusted RSU").

4. Any Adjusted RSU is subject to the same terms and conditions as were applicable to the corresponding Issuer RSU or PSU prior to the Effective Time, except that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to any performance-based vesting conditions.

5. 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 Elliott Rodgers	09/08/2025
	** 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 transactions did Elliott Rodgers report on Form 4 for FL on 09/08/2025?

The filing reports a deemed acquisition of 97,234 shares underlying unvested PSUs and dispositions of 200,635 and 10,106 shares, all dated 09/08/2025.

Why were PSUs and RSUs adjusted in the Form 4 filing?

Per the Merger Agreement, outstanding RSUs and PSUs were converted into Adjusted RSUs in Parent common stock using a conversion factor of 0.1168.

What options were given to Foot Locker shareholders at the Effective Time of the merger?

Each Foot Locker share was converted into the right to receive either $24.00 in cash or 0.1168 shares of Parent common stock, with fractional shares paid in cash.

Does the Form 4 indicate a change in vesting for performance awards?

Yes. The filing states that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to performance-based vesting conditions after conversion.

Who signed the Form 4 and when?

The Form 4 is signed by Erin Conway, Attorney-in-Fact for Elliott Rodgers with signature date 09/08/2025.