Form 4: Everi Holdings Executive Disposes of Shares Following Acquisition by IGT Subsidiary

Darren Simmons, EVP of FinTech Business Leader at Everi Holdings Inc., disposed of all his beneficial ownership in the company's common stock and equity awards following its acquisition by a subsidiary of International Game Technology PLC.

Summary

• Darren Simmons, an Executive Vice President and FinTech Business Leader at Everi Holdings Inc. (EVRI), reported the disposition of all his beneficial ownership in the company.
• 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 ('Buyer').
• This transaction was part of definitive agreements entered into on July 26, 2024, including a Merger Agreement, between Everi Holdings Inc., International Game Technology PLC (IGT), Ignite Rotate LLC (Spinco), Buyer, and Buyer 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.
• A total of 140,425 shares of common stock were disposed of at a price of $14.25 per share.
• Stock options, including 50,000 options with an exercise price of $1.46 and 50,000 options with an exercise price of $3.29, were canceled and converted into a cash payment equal to the excess of $14.25 over the exercise price, multiplied by the number of shares, subject to original vesting terms.
• Restricted Stock Units (RSUs), totaling 5,183, 20,533, 39,250, and 77,100 units, were canceled and converted into a cash payment equal to $14.25 multiplied by the number of shares, subject to original vesting terms.
• Performance Stock Units (PSUs), totaling 30,800 and 39,250 units, were canceled and converted into a cash payment equal to $14.25 multiplied by the number of shares (based on 100% performance achievement), subject to original time-based vesting terms.

Sentiment

Score: 7

Explanation: The document reports a completed acquisition where shareholders and equity award holders received cash consideration, indicating a positive outcome for those stakeholders. The company is no longer independent, which is a neutral to negative aspect for its standalone identity but a definitive positive for the transaction's completion.

Positives

• The reporting person received cash consideration for all common stock holdings at a fixed price of $14.25 per share.
• All outstanding stock options, restricted stock units, and performance stock units were converted into cash payments, providing liquidity to equity award holders.
• Equity awards were converted based on the acquisition price, with PSUs converting at 100% performance achievement, ensuring a clear payout for these incentives.

Negatives

• Everi Holdings Inc. ceased to be an independent publicly traded company, becoming a wholly-owned subsidiary of Voyager Parent, LLC.
• The reporting person no longer holds any direct beneficial ownership in Everi Holdings Inc. common stock or derivative securities.

Future Outlook

Everi Holdings Inc. has become a wholly-owned subsidiary of Voyager Parent, LLC, effectively ending its independent public company status. The document does not provide forward-looking statements for the combined entity.

Industry Context

This transaction represents a significant consolidation event within the gaming and financial technology sectors, with International Game Technology PLC (IGT) expanding its footprint through the acquisition of Everi Holdings Inc. This reflects a broader trend of strategic mergers and acquisitions aimed at enhancing market position and technological capabilities in the evolving gaming and fintech landscape.

Stakeholder Impact

• Shareholders of Everi Holdings Inc. received $14.25 in cash for each share of common stock, providing a clear and immediate return on their investment.
• Employees holding equity awards (stock options, RSUs, PSUs) had their awards converted into cash payments, subject to original vesting terms, ensuring compensation for their vested and future-vesting equity.

Key Dates

Keywords

Everi Holdings, EVRI, International Game Technology, IGT, Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Gaming Industry, FinTech