FL Form 4: PSUs Converted, 0.1168 Exchange Ratio, Insider Holdings Liquidated

Rhea-AI Filing Summary

Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. The filing shows Jennifer Kraft, EVP and General Counsel, had her unvested performance stock units deemed acquired: 39,081 shares of Foot Locker common stock were treated as acquired at a $0 price, resulting in 88,549 shares reported as beneficially owned immediately after that deemed acquisition. The filing also reports two disposals: 75,551 shares and 12,998 shares, which reduced her direct holdings to 0 shares.

The Merger Agreement converted outstanding RSUs and PSUs into Adjusted RSUs using a conversion factor of 0.1168. PSUs converted to Adjusted RSUs are no longer subject to performance vesting. At the Effective Time each Foot Locker share was converted into either $24.00 cash or 0.1168 shares of Parent common stock, with fractional shares paid in cash.

Positive

• Clear treatment of equity awards under the Merger Agreement with specified conversion factor of 0.1168
• Disclosure of holder election terms: $24.00 cash or 0.1168 Parent shares per Foot Locker share

Negative

• Reporting person’s direct holdings reduced to 0 following disposals reported on 09/08/2025
• Performance conditions removed for PSUs upon conversion to Adjusted RSUs (loss of performance-based vesting)

Insights

Corporate Governance Expert

TL;DR: Insider holdings were mechanically converted and liquidated at merger; no new purchases reported.

The Form 4 documents treatment of equity awards and stockholder consideration under the Merger Agreement dated May 15, 2025, effective September 8, 2025. It shows a deemed acquisition of 39,081 shares attributable to unvested PSUs converted into Adjusted RSUs, followed by disposals totaling 88,549 shares that reduced the reporting person’s direct holdings to 0. The conversion multiplier of 0.1168 and the cash option of $24.00 per share are explicitly disclosed. This filing reflects post-merger mechanics rather than discretionary trading decisions by the reporting person.

Securities Analyst

TL;DR: Transactions are merger-driven adjustments and payments, with no indication of market-driven insider purchases.

The statement clarifies that time-based RSUs and PSUs were converted into Parent-equivalent awards and that PSUs lost performance conditions post-closing. The disposals mirror conversion and cash-out mechanics under the Merger Agreement, including the election between $24.00 cash or 0.1168 Parent shares per Foot Locker share. The report contains exact share counts: deemed acquisition of 39,081, disposals of 75,551 and 12,998, and an immediately reported beneficial ownership of 88,549 following the deemed acquisition prior to disposals.

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^*

Kraft Jennifer

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

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		39,081(2)	A	$0	88,549	D
Common Stock	09/08/2025		D		75,551	D	(3)(4)	12,998	D
Common Stock	09/08/2025		D		12,998	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 Jennifer Kraft	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 Jennifer Kraft report on Form 4 for FL?

The Form 4 reports a deemed acquisition of 39,081 shares (PSUs converted) and disposals of 75,551 and 12,998 shares on 09/08/2025.

Why were PSUs and RSUs converted in this Form 4?

They were converted pursuant to the Merger Agreement under which Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods effective 09/08/2025.

What did each Foot Locker share convert into at the Effective Time?

Each Foot Locker share converted into either $24.00 cash or 0.1168 shares of Parent common stock; fractional shares were paid in cash.

Did converted PSUs remain performance-based after the merger?

No. Converted PSUs that became Adjusted RSUs are no longer subject to performance-based vesting conditions.

What was Jennifer Kraft’s beneficial ownership following the deemed acquisition?

The filing reports 88,549 shares beneficially owned immediately after the deemed acquisition, prior to the subsequent disposals.