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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Baughn Michael

(Last) (First) (Middle)

C/O FOOT LOCKER, INC.

140 FOUNTAIN PARKWAY

(Street)

ST. PETERSBURG FL 33716

(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 Financial 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		87,616(2)	A	$0	199,961	D
Common Stock	09/08/2025		D		178,897	D	(3)(4)	21,064	D
Common Stock	09/08/2025		D		21,064	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 Michael Baughn	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 happened to Foot Locker (FL) common stock in the DICK'S merger?

At the Effective Time on 09/08/2025, each outstanding Foot Locker share was converted into either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock, with fractional shares cashed out.

How were Michael Baughn's equity awards treated in the transaction?

Unvested PSUs and RSUs were converted into Adjusted RSUs using a 0.1168 factor; converted PSUs are no longer subject to performance-based vesting.

Does Michael Baughn own any Foot Locker shares after the merger?

No. The Form 4 reports that after the merger-related conversions and dispositions the reporting person beneficially owns 0 shares of Foot Locker common stock.

What does the Form 4 report as a deemed acquisition?

The filing records a deemed acquisition of 87,616 shares represented by unvested PSUs at the Effective Time, pursuant to the Merger Agreement.

Were PSUs still performance‑conditioned after conversion?

No. The Form 4 states that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to performance-based vesting conditions following conversion.

Who filed the Form 4 and in what role?

The Form 4 was filed for Michael Baughn, who is identified as EVP & Chief Financial Officer of Foot Locker; the signature is by an attorney‑in‑fact on 09/08/2025.