Form 4: Everi Holdings CFO Disposes of Equity Following Merger Completion

Mark F. Labay, EVP and CFO of Everi Holdings Inc., has disposed of all his beneficial ownership in the company's securities following its acquisition by Voyager Parent, LLC at $14.25 per share.

Summary

• Mark F. Labay, Executive Vice President and Chief Financial Officer of Everi Holdings Inc. (EVRI), reported the disposition of all his beneficial ownership in the company's securities.
• 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.
• The transaction was pursuant to definitive agreements, including an Agreement and Plan of Merger dated July 26, 2024, between Everi Holdings Inc., International Game Technology PLC, Ignite Rotate LLC, Voyager Parent, LLC, and Voyager Merger Sub, Inc.
• Each share of Everi's common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration, without interest.
• Stock options, whether vested or unvested, 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, subject to original time-based vesting terms.
• 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 time-based vesting terms.
• Performance Stock Units (PSUs) were canceled and converted into a cash payment equal to the product of $14.25 and the number of shares subject to each PSU (based on 100% performance achievement), subject to original time-based vesting terms.

Sentiment

Score: 5

Explanation: The document reports the execution of a pre-announced corporate action (merger) and the subsequent disposition of insider equity, which is a neutral event in terms of sentiment as it reflects the completion of a defined process.

Positives

• The merger provided a clear cash exit for shareholders at a fixed price of $14.25 per share.
• Equity awards (stock options, RSUs, PSUs) held by the CFO were converted into cash payments, providing liquidity and a defined value based on the merger price.

Negatives

• Everi Holdings Inc. ceased to be an independent publicly traded company, becoming a wholly-owned subsidiary of Voyager Parent, LLC.

Future Outlook

NA

Industry Context

This transaction represents a consolidation within the gaming technology and entertainment industry, with Everi Holdings Inc. being acquired by entities related to International Game Technology PLC, a major player in the global gaming market.

Stakeholder Impact

• Shareholders of Everi Holdings Inc. received a cash payment of $14.25 per share for their common stock.
• Employees holding equity awards (stock options, RSUs, PSUs) had these awards converted into cash payments based on the merger price, subject to their original vesting terms.

Key Dates

Keywords

Everi Holdings, EVRI, Merger, Acquisition, Insider Transaction, Form 4, Beneficial Ownership, Stock Options, Restricted Stock Units, Performance Stock Units, International Game Technology, IGT, Cash Consideration