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

Everi Holdings Inc. Director Geoffrey P. Judge disposed of common stock, stock options, and restricted stock units on July 1, 2025, as the company became a wholly-owned subsidiary of Voyager Parent, LLC following a merger agreement.

Summary

• Director Geoffrey P. Judge disposed of 84,240 shares of Everi Holdings Inc. common stock at $14.25 per share.
• The disposition occurred on July 1, 2025, which was the effective time of a merger where Everi Holdings Inc. became a wholly-owned subsidiary of Voyager Parent, LLC.
• Each share of common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration.
• Outstanding 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 by the option, subject to original vesting terms.
• Outstanding restricted stock units (RSUs) were canceled and converted into a cash payment equal to $14.25 multiplied by the number of shares subject to each RSU, subject to original vesting terms.
• Specific stock options disposed of include 24,750 shares (exercise price $1.46, expiration 05/13/2026), 50,250 shares (exercise price $1.46, expiration 05/13/2026), 19,800 shares (exercise price $3.29, expiration 03/08/2027), and 40,200 shares (exercise price $3.29, expiration 03/08/2027).
• Specific Restricted Stock Units disposed of include 17,687, 12,646, 18,571, 8,860, 7,600, 9,200, 10,700, and 10,500 units.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. While it marks the end of Everi Holdings as an independent public entity, the transaction provides a clear cash exit for shareholders and equity holders at a pre-determined price, indicating a successful completion of a corporate action rather than a negative event.

Positives

• The merger resulted in a cash payout for common stock, stock options, and restricted stock units, providing liquidity to shareholders and equity holders.
• The cash consideration of $14.25 per share for common stock and RSUs, and the in-the-money value for options, represents a defined return for the disposed securities.

Negatives

• The disposition of all securities means the reporting person no longer holds direct beneficial ownership in Everi Holdings Inc.
• Shareholders no longer have equity participation in Everi Holdings Inc. as it became a wholly-owned subsidiary.

Future Outlook

The document reports a completed transaction (merger) and the resulting disposition of securities. It does not provide forward-looking statements about the future performance of the combined entity or the former Everi Holdings Inc. beyond the immediate effect of the merger.

Management Comments

• This Form reports securities disposed of pursuant to certain transactions (the "Proposed Transaction") contemplated by the definitive agreements Everi Holdings Inc. (the "Company") entered into on July 26, 2024 with International Game Technology PLC, Ignite Rotate LLC, Voyager Parent, LLC, and Voyager Merger Sub, Inc.
• Pursuant to the Merger Agreement and the other definitive agreements, on July 1, 2025 (the "Effective Time"), the Company became a wholly-owned subsidiary of Buyer.
• At the Effective Time, each share of the Company's common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration, without interest in accordance with the Delaware General Corporation Law.

Industry Context

This transaction signifies consolidation within the gaming technology and financial technology sectors, as Everi Holdings, a provider of gaming and financial technology products, is acquired by an entity related to International Game Technology PLC (IGT), a major player in the global gaming industry. Such mergers often aim to achieve synergies, expand market share, and consolidate product offerings.

Comparison to Industry Standards

• The cash consideration of $14.25 per share for Everi Holdings Inc. common stock can be compared to recent acquisition multiples (e.g., EV/EBITDA, P/E) for similar companies in the gaming and fintech sectors, such as Light & Wonder, Aristocrat Leisure, or Scientific Games, to assess if the valuation was in line with industry benchmarks for M&A transactions.
• The structure of converting equity awards (options, RSUs) into cash payments based on the merger price is a standard practice in M&A to ensure all equity holders receive consideration for their holdings.

Stakeholder Impact

• Shareholders: Received $14.25 cash per share, providing a liquidity event and a defined return on investment. They no longer hold equity in Everi Holdings Inc.
• Equity Holders (Options/RSUs): Received cash payments for their equity awards, subject to original vesting terms, providing a financial benefit from the merger.
• Employees: While not explicitly stated, mergers often lead to organizational restructuring, which can impact employees.
• Customers/Suppliers: May experience changes in business relationships or product offerings as Everi integrates with the acquiring entity.

Next Steps

• The reporting person's Form 4 obligations may continue if still subject to Section 16 for other reasons, though the document states "no longer subject to Section 16" for this specific entity.
• Integration of Everi Holdings Inc. into Voyager Parent, LLC (and by extension, IGT's related entities) will proceed.

Key Dates

Keywords

Everi Holdings Inc., EVRI, Merger, Acquisition, Form 4, Insider Trading, Stock Disposition, Cash Consideration, Stock Options, Restricted Stock Units, Corporate Action, Gaming Industry, Financial Technology