[Form 4] Foot Locker, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Foot Locker, Inc. (FL) Form 4 filing: Director John Venhuizen reported the receipt of 3,364 shares of common stock on 07/01/2025. The shares represent the equity portion of his FY-2025 board retainer and were valued at $24.50 per share, the 06/30/2025 closing price. After the distribution, Venhuizen directly owns 6,915 FL shares. No derivative securities were involved and the transaction was coded “A” (grant/acquisition) rather than an open-market purchase. The filing is routine compensation-related and does not reflect a discretionary buy or sell decision.

Positive

• Director equity alignment strengthened: John Venhuizen’s direct holdings increased by 3,364 shares to 6,915 shares.

Negative

• None.

Insights

Equity Analyst

TL;DR: Routine equity retainer; neutral impact.

The additional 3,364 shares raise the director’s stake to 6,915 shares (~$170k at filing price), signalling continued board-level alignment but no incremental investment conviction because the shares were granted, not purchased. Such Form 4s are common across the S&P 500 and rarely change valuation models. No immediate liquidity effect, dilution, or insider-sentiment signal beyond standard compensation.

Corporate Governance Specialist

TL;DR: Standard board compensation disclosure; governance compliant.

The grant follows Foot Locker’s established director pay structure and supports pay-for-alignment practice by delivering stock in lieu of cash. There are no red flags regarding timing, Rule 10b5-1 usage, or unusual pricing. Overall governance impact is neutral, with minor positive optics from equity ownership continuity.

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

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^*

Venhuizen John

(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)
07/01/2025

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	07/01/2025		A(1)		3,364	A	$24.5(2)	6,915	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. Stock distribution made in payment of the stock portion of the reporting person's 2025 annual retainer.

2. Reflects the closing price of a share of the Company's common stock on June 30, 2025.

	/s/ Erin Conway, Attorney-in-Fact for John Venhuizen	07/02/2025
	** 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

How many Foot Locker (FL) shares did Director John Venhuizen acquire?

He received 3,364 shares as part of his 2025 board retainer.

What was the value of the shares granted to the director?

The grant was valued at the 06/30/2025 closing price of $24.50 per share (≈$82,400 total).

Did the director buy the shares on the open market?

No, the Form 4 lists the transaction code "A" indicating a stock distribution/grant, not an open-market purchase.

How many Foot Locker shares does John Venhuizen own after the transaction?

His direct ownership now totals 6,915 shares.

Are any derivative securities reported in this Form 4?

No derivative securities were acquired or disposed of in this filing.