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

Rhea-AI Filing Summary

Foot Locker, Inc. (FL) filed a Form 4 disclosing that independent director Ulice Payne Jr. received 3,836.735 shares of common stock on 07/01/2025 at a reference price of $24.50 per share, representing the stock portion of his 2025 annual board retainer.

The director elected to defer receipt of these shares until his termination of board service, a common practice that postpones taxable recognition and aligns director compensation with long-term shareholder value. After the transaction, Payne’s direct beneficial ownership increased to 21,520.193 shares. No derivative securities were reported, and no sales occurred.

Because the grant is routine, represents a market value of roughly $94 thousand, and does not alter insider selling/buying trends, the filing carries minimal market impact and does not affect Foot Locker’s operating outlook or capital structure.

Insights

Financial Analyst

TL;DR: Routine board retainer grant; de minimis impact on valuation or insider-sentiment.

The acquisition adds only ~3.8 k shares (< 0.01 % of shares outstanding) and is fully offset by Foot Locker’s normal share-count fluctuations. No purchase decision was made by the director; the award was automatic and deferred, indicating long-term alignment rather than near-term bullishness. There is no cash outflow for the company because the shares are issued from the existing equity plan. From a valuation, liquidity, and signaling perspective, the filing is effectively neutral.

Corporate Governance Expert

TL;DR: Standard compensation disclosure; supports alignment but not materially informative.

The grant follows Foot Locker’s director compensation policy and demonstrates adherence to equity-based pay that incentivizes oversight longevity. The deferral election is consistent with best-practice governance, deferring tax and reinforcing commitment. However, the small size and automatic nature mean investors should not infer strategic direction or insider conviction. Impact on governance risk profile is neutral.

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^*

PAYNE ULICE JR

(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)		3,836.735	A	$24.5(2)	21,520.193	D
Common Stock								18,301	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. The reporting person elected to defer the receipt of these shares until the reporting person's termination of service as a director.

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 Ulice Payne, Jr.	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.

FAQ

How many Foot Locker (FL) shares did director Ulice Payne Jr. acquire?

He acquired 3,836.735 shares of common stock as part of his 2025 board retainer.

What was the reference price for the shares received by the FL director?

The filing cites the $24.50 closing price on 06/30/2025.

How many Foot Locker shares does Ulice Payne Jr. now beneficially own?

After the award, his direct beneficial ownership is 21,520.193 shares.

Did the director sell any Foot Locker shares in this Form 4 filing?

No. The filing reports an automatic acquisition only; no dispositions were made.

Why are the shares deferred until the director leaves the board?

Payne elected to defer receipt to align compensation with long-term service and defer taxation.