Form 4: Everi Holdings Director Cashes Out Shares Following Merger Completion

A director of Everi Holdings Inc. disposed of common stock and restricted stock units for cash consideration as the company became a wholly-owned subsidiary of Voyager Parent, LLC.

Summary

• Debra Nutton, a Director of Everi Holdings Inc. (EVRI), reported the disposition of 500 shares of common stock and 30,400 Restricted Stock Units (RSUs) on July 1, 2025.
• The dispositions occurred as part of a Proposed Transaction where Everi Holdings Inc. became a wholly-owned subsidiary of Voyager Parent, LLC, effective July 1, 2025.
• Each share of Everi Holdings Inc. common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration.
• Outstanding Restricted Stock Units were canceled and converted into a cash payment equal to $14.25 multiplied by the number of shares subject to each RSU, payable subject to the original time-based vesting terms.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed transaction, providing no basis for positive or negative sentiment beyond the execution of a pre-defined merger agreement.

Positives

• Shareholders, including the reporting director, received a fixed cash consideration of $14.25 per share for their common stock.
• Holders of Restricted Stock Units are entitled to cash payments based on the $14.25 per share value, subject to their original vesting terms, providing a clear monetization path for their equity awards.

Negatives

• Everi Holdings Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Voyager Parent, LLC.
• Existing shareholders no longer hold equity in Everi Holdings Inc. and will not participate in any future upside potential of the company as a standalone entity.

Future Outlook

Everi Holdings Inc. is now a wholly-owned subsidiary of Voyager Parent, LLC, and its future operations and strategic direction will be integrated into the acquirer's overall business strategy. No independent forward-looking statements or guidance are provided for Everi Holdings Inc. as a standalone entity.

Management Comments

• Debra L. Nutton, a Director of Everi Holdings Inc., reported the disposition of her securities as a result of the merger.

Industry Context

This transaction represents a significant consolidation event within the gaming technology sector, where Everi Holdings Inc., a provider of gaming and financial technology products, has been acquired by an entity related to International Game Technology PLC, a major global player. Such mergers typically aim to achieve synergies, expand market share, and streamline operations in a competitive industry.

Stakeholder Impact

• Shareholders received a cash payment for their shares, concluding their equity ownership in Everi Holdings Inc.
• Holders of Restricted Stock Units will receive cash payments based on the merger consideration, subject to their original vesting schedules.

Next Steps

• Cash payments for Restricted Stock Units will be made subject to their original time-based vesting terms and conditions.

Key Dates

Keywords

Everi Holdings, EVRI, merger, acquisition, Form 4, insider transaction, director, common stock, restricted stock units, cash consideration, International Game Technology, IGT, Voyager Parent