Form 4: Everi Holdings Executive Reports Share and Equity Award Disposition Following Merger Completion

An executive at Everi Holdings Inc. has reported the disposition of common stock, stock options, and restricted stock units following the company's acquisition by Voyager Parent, LLC at a cash consideration of $14.25 per share.

Summary

• Todd A. Valli, SVP and CAO of Everi Holdings Inc. (EVRI), reported the disposition of his beneficial ownership in the company's securities.
• 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.
• The transactions were pursuant to definitive agreements, including an Agreement and Plan of Merger dated July 26, 2024, among International Game Technology PLC (IGT), Ignite Rotate LLC (Spinco), Everi Holdings Inc., Voyager Parent, LLC (Buyer), and Voyager Merger Sub, Inc. (Buyer Sub).
• 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 and unexercised stock options 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 the product of $14.25 and the number of shares subject to each RSU, subject to original vesting terms.

Sentiment

Score: 7

Explanation: The filing reports the successful and expected completion of a merger, resulting in a defined cash payout for the reporting person's equity holdings, aligning with previously announced terms. This is a factual report of a completed transaction.

Positives

• The reporting person received a cash payout for all common stock, stock options, and restricted stock units held in Everi Holdings Inc. as part of the merger, providing liquidity for these holdings.
• The cash consideration of $14.25 per share for common stock and the calculated cash payments for equity awards represent a defined value for the disposed securities.

Future Outlook

No forward-looking statements or guidance are provided, as this filing reports a completed transaction.

Industry Context

The reported transaction signifies the completion of a significant merger within the gaming technology sector, where Everi Holdings Inc. has been acquired by Voyager Parent, LLC, a subsidiary related to International Game Technology PLC. This consolidation impacts the competitive landscape and market structure for gaming equipment and technology providers.

Comparison to Industry Standards

• The conversion of common stock into a fixed cash consideration of $14.25 per share is a standard method for public company acquisitions, providing a clear exit value for shareholders.
• The treatment of stock options and restricted stock units, converting them into cash payments based on the merger consideration and subject to original vesting terms, aligns with common practices in corporate mergers and acquisitions for employee equity awards.

Stakeholder Impact

• Shareholders of Everi Holdings Inc. received a cash consideration of $14.25 per share for their common stock as a result of the merger.
• Employees holding stock options and restricted stock units received cash payments for their equity awards, subject to their original vesting terms.

Key Dates

Keywords

Everi Holdings, EVRI, Merger, Acquisition, Insider Transaction, Form 4, SEC Filing, Stock Options, Restricted Stock Units, Cash Consideration, International Game Technology, IGT, Voyager Parent