FL Insider Filing: 8,276 Shares Withheld on RSU Vesting

Rhea-AI Filing Summary

Franklin Bracken, President of Foot Locker, Inc. (FL), reported a disposition of 8,276 shares on 08/24/2025 related to tax withholding upon the vesting of restricted stock units. The transaction shows a price of $26.42 and leaves Mr. Bracken with 213,496 shares beneficially owned after the withholding. The Form 4 was signed by Erin Conway as attorney-in-fact on 08/25/2025 and the filing identifies the disposition code and an explicit explanation that shares were withheld to satisfy tax liabilities from vesting.

Positive

• Transaction was tax withholding for vested RSUs, indicating an administrative disposition rather than an opportunistic open-market sale
• Reporting provides clear disclosure including number withheld (8,276), price ($26.42), and resulting beneficial ownership (213,496)

Negative

• Beneficial ownership decreased by 8,276 shares due to the withholding
• Transaction reduced insider-held shares, which modestly lowers Mr. Bracken's stake

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding tied to RSU vesting; not a discretionary market sale.

The Form 4 documents a standard withholding of 8,276 shares to cover tax obligations from the vesting of previously granted restricted stock units. Such transactions are common for executives and typically do not reflect a change in confidence in the company: they reduce share count but are administrative in nature. The filing clearly states the withholding purpose, the price per share used for the transaction ($26.42), and the remaining beneficial ownership (213,496 shares), which is material for ownership monitoring but not a governance red flag.

Securities Analyst

TL;DR: Impact is neutral; transaction is a tax-related disposition, not a sale signaling liquidity needs.

The reported disposition of 8,276 shares at $26.42 reflects tax withholding on vested RSUs rather than an open-market divestiture. From an investor-impact standpoint, the transaction modestly reduces insider-held shares but maintains substantial remaining ownership (213,496 shares). The explicit explanation in the filing supports routine accounting for compensation-related tax obligations and suggests no change to Mr. Bracken's ongoing equity position beyond the withholding event.

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

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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^*

Bracken Franklin

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2025

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	08/24/2025		F(1)		8,276	D	$26.42	213,496	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. Shares withheld in payment of tax liability in connection with the vesting of a previously reported award of restricted stock units, which vested on August 24, 2025.

	/s/ Erin Conway, Attorney-in-Fact for Franklin Bracken	08/25/2025
	** 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 did Franklin Bracken report on the Form 4 for Foot Locker (FL)?

He reported a disposition of 8,276 shares on 08/24/2025 related to tax withholding from the vesting of restricted stock units.

How many Foot Locker shares does Franklin Bracken own after the transaction?

The filing shows 213,496 shares beneficially owned following the reported transaction.

What was the price used for the transaction on the Form 4?

The reported price associated with the disposition is $26.42 per share.

Why were the shares disposed of according to the Form 4?

The filing explains the shares were withheld to pay tax liability in connection with the vesting of a previously reported award of restricted stock units.

Who signed the Form 4 and when was it signed?

The filing is signed by Erin Conway, Attorney-in-Fact for Franklin Bracken with a signature date of 08/25/2025.