Geoffrey P. Judge - Jul 1, 2025 Form 4 Insider Report for Everi Holdings Inc. (EVRI)

Role
Director
Signature
/s/ Geoffrey P. Judge by Todd A. Valli, Attorney-in-Fact
Stock symbol
EVRI
Transactions as of
Jul 1, 2025
Transactions value $
-$1,507,320
Form type
4
Date filed
7/2/2025, 07:08 PM
Previous filing
May 8, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
JUDGE GEOFFREY P Director 7250 S. TENAYA WAY, SUITE 100, LAS VEGAS /s/ Geoffrey P. Judge by Todd A. Valli, Attorney-in-Fact 2025-07-02 0001374585

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVRI Common Stock Disposed to Issuer -$1.2M -84.2K -100% $14.25 0 Jul 1, 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EVRI Stock Option Disposed to Issuer -$36.1K -24.8K -100% $1.46 0 Jul 1, 2025 Common Stock 24.8K $1.46 Direct F3
transaction EVRI Stock Option Disposed to Issuer -$73.4K -50.3K -100% $1.46 0 Jul 1, 2025 Common Stock 50.3K $1.46 Direct F3
transaction EVRI Stock Option Disposed to Issuer -$65.1K -19.8K -100% $3.29 0 Jul 1, 2025 Common Stock 19.8K $3.29 Direct F3
transaction EVRI Stock Option Disposed to Issuer -$132K -40.2K -100% $3.29 0 Jul 1, 2025 Common Stock 40.2K $3.29 Direct F3
transaction EVRI Restricted Stock Units Disposed to Issuer -17.7K -100% 0 Jul 1, 2025 Common Stock 17.7K Direct F4
transaction EVRI Restricted Stock Units Disposed to Issuer -12.6K -100% 0 Jul 1, 2025 Common Stock 12.6K Direct F4
transaction EVRI Restricted Stock Units Disposed to Issuer -18.6K -100% 0 Jul 1, 2025 Common Stock 18.6K Direct F4
transaction EVRI Restricted Stock Units Disposed to Issuer -8.86K -100% 0 Jul 1, 2025 Common Stock 8.86K Direct F4
transaction EVRI Restricted Stock Units Disposed to Issuer -7.6K -100% 0 Jul 1, 2025 Common Stock 7.6K Direct F4
transaction EVRI Restricted Stock Units Disposed to Issuer -9.2K -100% 0 Jul 1, 2025 Common Stock 9.2K Direct F4
transaction EVRI Restricted Stock Units Disposed to Issuer -10.7K -100% 0 Jul 1, 2025 Common Stock 10.7K Direct F4
transaction EVRI Restricted Stock Units Disposed to Issuer -10.5K -100% 0 Jul 1, 2025 Common Stock 10.5K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Geoffrey P. Judge is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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, a public limited company incorporated under the laws of England and Wales ("IGT"), Ignite Rotate LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IGT ("Spinco"), Voyager Parent, LLC, a Delaware limited liability company ("Buyer"), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer ("Buyer Sub"). These definitive agreements entered into by the parties in connection with the Proposed Transaction include, among others, an Agreement and Plan of Merger, dated as of July 26, 2024, by and among IGT, Spinco, the Company, Buyer, and Buyer Sub (the "Merger Agreement").
F2 (cont'd from Footnote 1) 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.
F3 Pursuant to the Merger Agreement, each option to purchase shares of the Company's common stock, whether vested or unvested (each, an "Option") that is outstanding and unexercised immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the excess, if any, of (a) $14.25 over the per share exercise price of such Option, multiplied by (b) the number of shares of the Company's common stock covered by such Option immediately prior to the Effective Time, payable subject to the same time-based vesting terms and as in effect for such Option immediately prior to the Effective Time and in accordance with the terms of the Merger Agreement.
F4 Pursuant to the Merger Agreement, each of the Company's restricted stock units (each, an "RSU") that is outstanding as of immediately prior to the Effective Time was canceled and automatically converted into a right to receive a cash payment equal to the product of (a) $14.25 and (b) the number of shares of the Company's common stock subject to each such RSU, payable subject to the same time-based vesting terms and otherwise substantially the same terms and conditions as in effect for such RSU immediately prior to the Effective Time.