Form 4: Everi Holdings Director Disposes of Shares and RSUs Following Merger Completion

Sentiment:

Insider Transaction Report


Maureen T. Mullarkey, a director of Everi Holdings Inc., has reported the disposition of common stock and restricted stock units (RSUs) as Everi became a wholly-owned subsidiary of Voyager Parent, LLC at a cash consideration of $14.25 per share.

Summary

  • Maureen T. Mullarkey, a director of Everi Holdings Inc. (EVRI), reported changes in her beneficial ownership following a significant corporate transaction.
  • On July 1, 2025, Everi Holdings Inc. became a wholly-owned subsidiary of Voyager Parent, LLC, as part of a Proposed Transaction outlined in a Merger Agreement dated July 26, 2024, involving International Game Technology PLC (IGT) and its subsidiaries.
  • At the Effective Time of the merger, each share of Everi's common stock held by the reporting person was converted into the right to receive $14.25 in cash consideration.
  • Maureen T. Mullarkey disposed of 10,000 shares of Common Stock at a price of $14.25 per share.
  • Additionally, all outstanding Restricted Stock Units (RSUs) held by the reporting person were canceled and converted into a cash payment equal to $14.25 multiplied by the number of shares underlying each RSU, subject to original vesting terms.
  • The disposed RSUs include multiple grants totaling 95,764 units (17,687, 12,646, 18,571, 8,860, 7,600, 9,200, 10,700, 10,500 units).
  • The total cash received by Maureen T. Mullarkey from the disposition of common stock and RSUs amounts to approximately $1,507,272 (10,000 shares * $14.25 + 95,764 RSUs * $14.25).

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger and the cash conversion of a director's equity holdings, indicating a positive outcome for the reporting individual and the finalization of a strategic corporate event.

Positives

  • The reporting person received cash consideration for all her common stock and restricted stock units, indicating a successful liquidity event for her holdings.
  • The merger transaction, which led to the disposition, has been completed, providing certainty regarding the company's future ownership structure.

Future Outlook

Everi Holdings Inc. has become a wholly-owned subsidiary of Voyager Parent, LLC, effectively ceasing to be a publicly traded entity. The future outlook for the former public company will now be determined by its new parent company.

Industry Context

This transaction represents a significant consolidation event within the gaming technology sector, with Everi Holdings Inc., a provider of gaming and financial technology products, being acquired by a subsidiary of International Game Technology PLC (IGT), a global leader in gaming.

Stakeholder Impact

  • Shareholders of Everi Holdings Inc. received $14.25 per share in cash, providing liquidity for their investment.
  • The company's status as a public entity has ceased, impacting its former public shareholders and potentially its corporate governance structure under new ownership.

Key Dates

DateDescription
07/26/2024Date of the Agreement and Plan of Merger between IGT, Spinco, Everi Holdings Inc., Buyer, and Buyer Sub.
07/01/2025Effective Time of the Proposed Transaction, when Everi Holdings Inc. became a wholly-owned subsidiary of Voyager Parent, LLC, and shares/RSUs were converted to cash.
07/02/2025Date the Form 4 was signed and filed.

Keywords

Everi Holdings, EVRI, International Game Technology, IGT, Merger, Acquisition, Form 4, Insider Transaction, Director, Stock Disposition, Restricted Stock Units, Cash Consideration, Corporate Governance

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