FL Form 4: RSU/PSU Conversion at 0.1168 Ratio; $24 Cash Option

Rhea-AI Filing Summary

Foot Locker, Inc. insider filing by Cynthia Carlisle reports transactions tied to the Merger with DICK'S Sporting Goods that became effective on September 8, 2025. The Form 4 shows an acquisition of 38,568 shares and dispositions of 75,859 and 9,247 shares on that date, and indicates changes to beneficial ownership following those transactions.

The filing explains that at the Effective Time Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, and outstanding time-based RSUs and PSUs were converted into Adjusted RSUs based on a 0.1168 exchange ratio. PSUs converted to Adjusted RSUs are no longer subject to performance-based vesting. Holders could receive either $24.00 cash per Foot Locker share or 0.1168 shares of Parent common stock, with fractional shares settled in cash. The filing is signed by an attorney-in-fact on 09/08/2025.

Positive

• Merger completion confirmed: Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on 09/08/2025
• Equity awards converted into Adjusted RSUs with a defined 0.1168 exchange ratio, providing transparency on award treatment
• Cash-or-stock election specified for each share: $24.00 cash or 0.1168 Parent shares; fractional shares settled in cash

Negative

• Performance PSUs lost performance-based vesting upon conversion to Adjusted RSUs, changing the nature of those awards
• Insider dispositions recorded on 09/08/2025 (transactions include dispositions of 75,859 and 9,247 shares) which reduced reported beneficial ownership

Insights

M&A Specialist

TL;DR: The Form 4 documents consummation of a merger that converted equity awards into Parent-company equivalents at a fixed exchange ratio.

The filing is a direct outcome of the Merger Agreement dated May 15, 2025, and confirms that Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. Outstanding RSUs and PSUs were adjusted into Parent-linked RSUs using a 0.1168 conversion factor and PSUs lost performance vesting, which materially changes the nature of previously performance-contingent compensation. The cash-or-stock consideration for common shares ($24.00 or 0.1168 Parent shares) and cash settlement for fractional shares are explicitly stated. These are routine implementation actions under a merger, but they are material to holders of equity awards.

Corporate Governance Expert

TL;DR: Insider reporting reflects governance and compensation consequences of the merger rather than discretionary trading by the officer.

The report shows an attorney-in-fact executed the Form 4 on behalf of Cynthia Carlisle and lists her role as EVP & Chief HR Officer. The conversion of RSUs/PSUs to Adjusted RSUs and removal of performance vesting for PSUs shifts award terms and may affect incentive alignment, as stated in the filing. The document supplies concrete mechanics—exchange ratio, cash election amount, and award treatment—without additional commentary. This is a material governance disclosure tied to corporate control change.

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

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^*

Carlisle Cynthia

(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 HR 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		38,568(2)	A	$0	85,106	D
Common Stock	09/08/2025		D		75,859	D	(3)(4)	9,247	D
Common Stock	09/08/2025		D		9,247	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 Cynthia Carlisle	09/08/2025
	** 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

What happened to Foot Locker (FL) on September 8, 2025?

The filing states Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods effective 09/08/2025 pursuant to the Merger Agreement.

How were Foot Locker RSUs and PSUs treated in the merger?

Outstanding time-based RSUs and PSUs were converted into Adjusted RSUs using a 0.1168 exchange ratio; PSUs are no longer subject to performance-based vesting.

What consideration did Foot Locker shareholders receive in the merger?

Each Foot Locker share 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.

What transactions did Cynthia Carlisle report on Form 4?

The Form 4 lists an acquisition of 38,568 shares and dispositions of 75,859 and 9,247 shares on 09/08/2025, filed and signed by an attorney-in-fact on that date.

Who filed the Form 4 and what is the reporting person's role?

The filing reports for Cynthia Carlisle, whose relationship to the issuer is listed as EVP & Chief HR Officer; the form is signed by an attorney-in-fact, Erin Conway, on 09/08/2025.