FL Form 4 Shows DSU/RSU Conversions and Share Consideration in DICK'S Merger

Rhea-AI Filing Summary

Foot Locker director Tristan Walker reported disposals on 09/08/2025 tied to the company's merger. The Form 4 shows that at the effective time of a merger with DICK'S Sporting Goods, Inc., Foot Locker became a wholly owned subsidiary of DICK'S. Outstanding deferred stock units were cancelled and converted into $24.00 cash per share of underlying common stock. Time-based restricted stock units held by non-employee directors were likewise 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 common stock at the holder's election.

Positive

• Merger closed: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, Inc.
• Clear consideration terms: Deferred stock units and RSUs converted to $24.00 cash per share; common shares convertible to $24.00 cash or 0.1168 DICK'S shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider disposals reflect merger consideration terms: cash conversion of units at $24.00 or exchange into 0.1168 parent shares.

The Form 4 discloses that the reporter, a Foot Locker director, had deferred stock units and restricted stock units converted at the merger effective time into cash at $24.00 per share. The filing documents the company becoming a wholly owned subsidiary of DICK'S Sporting Goods, which triggered the automatic conversion of equity awards and the conversion election for outstanding common shares into either cash or parent stock. This is a transactional, corporate-transaction-driven Form 4 rather than routine open-market trading.

Corporate Governance Expert

TL;DR: Form 4 records post-merger equity conversions for non-employee director awards and shareholders under the merger agreement.

The filing specifies that DSUs and RSUs held by non-employee directors were cancelled and converted to a fixed cash amount per share ($24.00), and that common shares were converted into cash or a fixed exchange ratio of parent stock (0.1168 shares). The signature by an attorney-in-fact indicates the report was filed on behalf of the director on the merger effective date. The disclosure is consistent with standard merger consideration mechanics and insider reporting requirements.

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^*

Walker Tristan

(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		21,874.579	D	(2)	9,516	D
Common Stock	09/08/2025		D		3,551	D	(3)	5,965	D
Common Stock	09/08/2025		D		5,965	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 Tristan Walker	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 triggered the insider transactions reported on Foot Locker (FL) Form 4?

The transactions were triggered by the closing of the merger under the Merger Agreement, which made Foot Locker a wholly owned subsidiary of DICK'S Sporting Goods.

How were deferred stock units (DSUs) and restricted stock units (RSUs) treated in the merger?

DSUs were cancelled and converted into $24.00 cash per share; time-based RSUs held by non-employee directors were cancelled and converted into cash at $24.00 per share.

What options did Foot Locker shareholders have for their common shares at the merger effective time?

Each 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 settled in cash.

Who filed the Form 4 for Tristan Walker and when was it signed?

The Form 4 was signed by Erin Conway, Attorney-in-Fact for Tristan Walker, on 09/08/2025.