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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 21,874.579 | $0.00 | -- |
| Disposition | Common Stock | 3,551 | $0.00 | -- |
| Disposition | Common Stock | 5,965 | $0.00 | -- |
Footnotes (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"). 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. 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. 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).
