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

Rhea-AI Filing Summary

Sonia Syngal, a director of Foot Locker, Inc. (FL), filed a Form 4 reporting transactions dated 09/08/2025 tied to the company's merger with DICK'S Sporting Goods. The filing shows dispositions of 3,551 and 3,364 shares (reported as D) and indicates certain restricted stock units held by non-employee directors were cancelled and converted into a cash payment of $24.00 per RSU. The Merger Agreement made Foot Locker a wholly owned subsidiary of DICK'S, and outstanding common shares were converted at the holder's election into $24.00 cash or 0.1168 shares of DICK'S common stock.

Positive

• Contractual cash consideration of $24.00 per share for RSUs provides clear, fixed value to holders.
• Alternate consideration option allowed conversion into 0.1168 shares of DICK'S common stock, offering choice to holders.

Negative

• Reported dispositions of 3,551 and 3,364 shares reduced the reporting director's Foot Locker holdings as shown on the Form 4.
• Cancellation of RSUs for non-employee directors eliminated continuing equity exposure to Foot Locker's common stock post-merger.

Insights

Financial Analyst

TL;DR Director equity was cashed out at $24 per share under the merger, reflecting change-in-control payouts to holders of RSUs.

The Form 4 discloses director-level dispositions tied directly to the effective merger with DICK'S Sporting Goods. The contractual $24 per-share cash conversion for RSUs and the alternate stock election (0.1168 shares of Parent) clarify consideration received by security holders. For investors, this filing documents execution of the merger consideration and the administrative conversion of director awards into cash or Parent stock, reducing the director's direct Foot Locker holdings as reported.

Corporate Governance Expert

TL;DR The filing shows standard post-merger treatment of director RSUs and share conversion; it's governance housekeeping following a change of control.

The explanation sections explicitly state that RSUs held by non-employee directors were cancelled and converted into a cash amount equal to the number of underlying shares times $24.00, and that outstanding common shares were converted into cash or Parent shares per the merger terms. This is a routine, contract-driven outcome in a definitive merger and documents that director compensation awards were settled consistent with the Merger Agreement.

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^*

Syngal Sonia

(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)
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		D		3,551	D	(2)	3,364	D
Common Stock	09/08/2025		D		3,364	D	(3)	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. At the effective time of the Merger (the "Effective Time"), each time-based restricted stock unit ("RSU") of the Issuer held by a non-employee director of the Issuer that is outstanding as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into the right to receive, without interest, an amount in cash equal to (i) the number of shares of Issuer common stock subject to such Issuer RSU as of immediately prior to the Effective Time multiplied by (ii) $24.00.

3. 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 Sonia Syngal	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).
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FAQ

What transactions did Sonia Syngal report on Form 4 for FL?

The Form 4 reports dispositions dated 09/08/2025 of 3,551 and 3,364 shares tied to the Merger Agreement.

Why were RSUs cancelled and converted for Foot Locker directors?

Per the Merger Agreement, time-based RSUs held by non-employee directors were cancelled and converted into a cash amount equal to the number of underlying shares multiplied by $24.00.

What consideration did Foot Locker security holders receive in the merger?

Each outstanding common share was converted into either $24.00 cash or 0.1168 shares of DICK'S Sporting Goods common stock, at the holder's election.

When did Foot Locker become a wholly owned subsidiary of DICK'S?

The filing states the Issuer became a wholly owned subsidiary of Parent at the Effective Time of the Merger as of 09/08/2025.

Who signed the Form 4 filing for Sonia Syngal?

The Form 4 is signed by Erin Conway, Attorney-in-Fact for Sonia Syngal dated 09/08/2025.