Foot Locker Inc SEC Filings

Foot Locker, Inc. insider filing by Cynthia Carlisle reports transactions tied to the Merger with DICK'S Sporting Goods that became effective on September 8, 2025. The Form 4 shows an acquisition of 38,568 shares and dispositions of 75,859 and 9,247 shares on that date, and indicates changes to beneficial ownership following those transactions.

The filing explains that at the Effective Time Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, and outstanding time-based RSUs and PSUs were converted into Adjusted RSUs based on a 0.1168 exchange ratio. PSUs converted to Adjusted RSUs are no longer subject to performance-based vesting. Holders could receive either $24.00 cash per Foot Locker share or 0.1168 shares of Parent common stock, with fractional shares settled in cash. The filing is signed by an attorney-in-fact on 09/08/2025.

Foot Locker director Darlene Nicosia reported changes in beneficial ownership tied to the company's merger with DICK'S Sporting Goods. On 09/08/2025 the merger made Foot Locker a wholly owned subsidiary of DICK'S, and outstanding deferred stock units (DSUs) and time-based restricted stock units (RSUs) held by non-employee directors were cancelled and converted into cash at $24.00 per share. Outstanding common shares were converted into either $24.00 cash per share or 0.1168 shares of DICK'S Sporting Goods common stock at the holder's election, with fractional shares paid in cash.

Franklin Bracken, President of Foot Locker, Inc. (FL), reported multiple share changes tied to the company's merger into DICK'S Sporting Goods. The Form 4 shows a deemed acquisition of 124,759 shares of Foot Locker common stock on 09/08/2025, resulting in 338,255 shares beneficially owned immediately after that transaction. The filing also reports dispositions of 252,150 and 86,105 shares on the same date, with the final line showing 0 shares beneficially owned following the last reported disposition. The filing explains these entries arose because Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods under a Merger Agreement, with outstanding RSUs/PSUs converted into adjusted awards or cash/share consideration at a conversion ratio of 0.1168 or $24.00 cash per share.

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.

Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. The Form 4 filed for Michael Baughn, EVP & Chief Financial Officer, reports transactions tied to that merger. 87,616 shares were deemed acquired as the unvested performance stock units converted at the effective time. Time‑based RSUs and PSUs were converted into adjusted RSUs based on a 0.1168 exchange factor, and outstanding Foot Locker shares were converted into either $24.00 in cash per share or 0.1168 shares of Parent common stock. Following the merger‑related conversions and dispositions reported on the form, the filing shows 0 shares of Foot Locker common stock beneficially owned by the reporting person.

Foot Locker director John Venhuizen reported changes in his beneficial ownership due to the company's merger with DICK'S Sporting Goods. At the effective time of the Merger on 09/08/2025, Foot Locker became a wholly owned subsidiary of DICK'S, and outstanding time-based RSUs held by non-employee directors were cancelled and converted into a cash payment equal to the number of shares subject to each RSU multiplied by $24.00. Outstanding common shares were converted into either $24.00 cash or 0.1168 shares of DICK'S common stock at the holder's election. The Form 4 shows Venhuizen disposing of 3,551 and 3,364 shares, leaving 0 shares beneficially owned following the transactions. The form is signed by Erin Conway as attorney-in-fact for Venhuizen.

Virginia Drosos, a Foot Locker director, reported transactions dated 09/08/2025 in connection with the closing of a merger under an Agreement and Plan of Merger dated May 15, 2025. The Form 4 shows two dispositions of Foot Locker common stock totaling 3,551 and 19,647 shares on that date.

At the effective time of the merger Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods. Outstanding time-based RSUs held by non-employee directors were cancelled and converted into a cash payment of $24.00 per share subject to each RSU. Each share of Foot Locker common stock was converted into either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock (with fractional shares paid in cash).

Foot Locker, Inc. filed a series of Form S-8 registration statements registering shares for multiple employee equity plans and inducement awards. The filings include 10,300,000 shares under the 2007 Stock Incentive Plan (as amended) and 3,000,000 shares under the 2023 Employee Stock Purchase Plan, plus several earlier registrations covering restricted stock units, performance units, option awards and 401(k) plan shares across prior years.