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Foot Locker (FL) Form 4: Underhill Awarded 3,979 Shares at $24.50

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Foot Locker, Inc. (FL) – SEC Form 4 filing dated 07/02/2025

Director Kimberly K. Underhill received 3,979 shares of Foot Locker common stock on 07/01/2025. The distribution represents the stock portion of her 2025 annual board retainer and was booked at the $24.50 closing price on 06/30/2025. Following the grant, Underhill’s direct beneficial ownership increased to 41,993 shares. No shares were sold and no derivative securities were involved.

The transaction is classified as “A” (acquisition) and was filed by a single reporting person. Because the shares were awarded as compensation rather than purchased on the open market, the signal to outside investors is modest; however, it does incrementally align the director’s interests with shareholders.

Positive

  • Director’s share ownership increases, modestly enhancing alignment between board member and common shareholders as no sales were reported.

Negative

  • Grant is compensation-based, not an open-market purchase, thus offering limited insight into the director’s personal valuation view of Foot Locker stock.

Insights

TL;DR: Small, compensation-driven share grant—neutral signal, minimal valuation impact.

The 3,979-share award to Director Underhill, worth roughly $97k, raises her direct stake to about 42k shares. Because it is a routine retainer distribution (not an open-market purchase), it does not meaningfully change insider sentiment or capital allocation. The size is immaterial relative to Foot Locker’s ~100 million share count and does not alter the investment thesis. I view the filing as neutral to Foot Locker’s equity story.

TL;DR: Standard equity retainer—shows alignment but lacks strong market signal.

Equity compensation remains best practice for board alignment, and Underhill’s added holdings reinforce that principle. Yet, because the grant is automatic under the director compensation plan, it carries limited informational value regarding future performance expectations. No red flags on compliance; filing was timely and correctly coded. Overall governance impact is benign.

Insider Underhill Kimberly K
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 3,979 $24.50 $97K
Holdings After Transaction: Common Stock — 41,993 shares (Direct)
Footnotes (1)
  1. Stock distribution made in payment of the stock portion of the reporting person's 2025 annual retainer. Reflects the closing price of a share of the Company's common stock on June 30, 2025.
Form 4 Insider Transactions: What Each Field Means →
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*
Underhill Kimberly K
(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) 3,979 A $24.5(2) 41,993 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 Kimberly K. Underhill 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Foot Locker (FL) shares did Director Kimberly Underhill acquire?

She received 3,979 shares on 07/01/2025.

At what price were the shares valued in the Form 4 filing?

The acquisition was recorded at the $24.50 closing price on 06/30/2025.

What is Kimberly Underhill’s total beneficial ownership after the transaction?

Her direct holdings increased to 41,993 FL shares.

Was this an open-market purchase by the Foot Locker director?

No. The shares were issued as stock compensation under the 2025 annual board retainer.

Were any Foot Locker derivative securities involved in this filing?

No derivative securities were acquired or disposed of.