Form 4: Everi Director Converts Equity Awards to Cash Following Merger Completion

Everi Holdings Inc. Director Linster W. Fox converted all his stock options and restricted stock units into cash payments totaling $14.25 per share, effective July 1, 2025, as a result of the company's acquisition by Voyager Parent, LLC.

Summary

• Linster W. Fox, a Director of Everi Holdings Inc. (EVRI), reported the disposition of all his derivative securities, including stock options and restricted stock units (RSUs).
• The disposition occurred on July 1, 2025, which was the effective time of the merger where Everi Holdings Inc. became a wholly-owned subsidiary of Voyager Parent, LLC.
• This transaction was pursuant to an Agreement and Plan of Merger dated July 26, 2024, involving Everi, International Game Technology PLC (IGT), Spinco, Voyager Parent, LLC (Buyer), and Voyager Merger Sub, Inc. (Buyer Sub).
• All outstanding and unexercised stock options were canceled and converted into a cash payment equal to the excess of $14.25 over the per share exercise price, multiplied by the number of shares covered by the option, subject to original vesting terms.
• All outstanding restricted stock units (RSUs) were canceled and converted into a cash payment equal to the product of $14.25 and the number of shares subject to each RSU, subject to original vesting terms.
• Specific stock options converted include 10,000 shares at an exercise price of $1.57, 19,800 shares at $3.29, and 40,200 shares at $3.29.
• Specific restricted stock units converted include 17,687, 12,646, 18,571, 8,860, 7,600, 9,200, 10,700, and 10,500 units.
• Following these transactions, Linster W. Fox's beneficial ownership of these derivative securities is 0.

Sentiment

Score: 8

Explanation: The sentiment is positive as the document reports the successful completion of a merger, leading to the conversion of equity awards into cash for the reporting person at a specified value, indicating a successful realization of value for the award holder.

Positives

• The completion of the merger provides liquidity to equity award holders, converting their stock options and restricted stock units into cash.
• Equity award holders received a cash payment based on a per-share value of $14.25, which represents the agreed-upon acquisition price.

Industry Context

This transaction reflects a significant consolidation within the gaming technology sector, where Everi Holdings Inc., a provider of gaming and financial technology products, was acquired by Voyager Parent, LLC, a subsidiary related to International Game Technology PLC (IGT). Such mergers aim to create larger, more diversified entities with potentially enhanced market positions.

Stakeholder Impact

• Shareholders and equity award holders of Everi Holdings Inc. are directly impacted by the conversion of their shares and awards into cash as part of the acquisition, realizing value at the merger price of $14.25 per share.

Key Dates

Keywords

Everi Holdings Inc., EVRI, Merger, Acquisition, Stock Options, Restricted Stock Units, RSUs, Insider Transaction, Form 4, Corporate Action, Gaming Technology, International Game Technology PLC, IGT, Voyager Parent LLC