FL Form 4: Insider Equity Converted to Cash or DICK'S Stock After Merger
Rhea-AI Filing Summary
Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. The Form 4 filed for Michael Baughn, EVP & Chief Financial Officer, reports transactions tied to that merger. 87,616 shares were deemed acquired as the unvested performance stock units converted at the effective time. Time‑based RSUs and PSUs were converted into adjusted RSUs based on a 0.1168 exchange factor, and outstanding Foot Locker shares were converted into either $24.00 in cash per share or 0.1168 shares of Parent common stock. Following the merger‑related conversions and dispositions reported on the form, the filing shows 0 shares of Foot Locker common stock beneficially owned by the reporting person.
Positive
- Merger completed: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods effective 09/08/2025.
- Award conversions documented: Time‑based RSUs and PSUs were converted into Adjusted RSUs using a 0.1168 exchange factor.
- PSU performance vesting removed upon conversion: Converted PSUs are no longer subject to performance-based vesting conditions per the Form 4.
- Cash election specified: Issuer shares were converted into either $24.00 cash per share or 0.1168 shares of Parent common stock.
Negative
- Reporting person holds no Foot Locker common stock after transactions: the Form 4 indicates 0 shares beneficially owned following the merger-related conversions and dispositions.
- Publicly traded Foot Locker equity ceased to exist: outstanding shares were converted into cash or Parent shares, eliminating issuer shareholdings for holders who did not elect Parent stock.
Insights
TL;DR: Change of control completed; insider equity in Foot Locker converted into cash or DICK'S stock, eliminating issuer share ownership.
The Form 4 documents a material corporate transaction: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods effective 09/08/2025. Equity awards held by the reporting officer were adjusted into Parent company awards using a 0.1168 conversion factor and certain PSUs were treated as vested for conversion purposes. The filing shows a deemed acquisition of 87,616 shares underlying PSUs and subsequent conversions/dispositions that result in no remaining Foot Locker common shares held by the reporting person. This is a definitive corporate control event rather than an operational earnings disclosure, so its primary investor implication is the elimination of publicly traded Foot Locker equity and the transition of holders into cash or Parent shares.
TL;DR: Merger closed and equity award treatment memorialized; reporting confirms award conversions and removal of performance vesting for PSUs.
The explanations on the Form 4 clarify how equity awards were handled under the Merger Agreement. Time‑based RSUs and PSUs were converted into Adjusted RSUs with equivalent terms except that PSUs converted are no longer subject to performance-based vesting conditions. The Form 4 also documents that outstanding common shares were converted into either cash consideration of $24.00 per share or 0.1168 shares of DICK'S common stock, with fractional shares cashed out. The filing is a standard post‑closing insider disclosure that records the change in beneficial ownership resulting from the transaction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 87,616 | $0.00 | -- |
| Disposition | Common Stock | 178,897 | $0.00 | -- |
| Disposition | Common Stock | 21,064 | $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"). 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).
