David Lucchese - Jul 1, 2025 Form 4 Insider Report for Everi Holdings Inc. (EVRI)

Role: EVP, Sales and Marketing
Signature: /s/ David J. Lucchese by Todd A. Valli, Attorney-in-Fact
Stock symbol: EVRI
Transactions as of: Jul 1, 2025
Transactions value $: -$8,419,320
Form type: 4
Date filed: 7/2/2025, 07:21 PM
Previous filing: May 8, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Lucchese David	EVP, Sales and Marketing	7250 S. TENAYA WAY, SUITE 100, LAS VEGAS	/s/ David J. Lucchese by Todd A. Valli, Attorney-in-Fact	2025-07-02	0001490932

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EVRI	Common Stock	Disposed to Issuer	-$7.74M	-543K	-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	-$215K	-65.4K	-100%	$3.29	0	Jul 1, 2025	Common Stock	65.4K	$3.29	Direct	F3
transaction	EVRI	Stock Option	Disposed to Issuer	-$467K	-142K	-100%	$3.29	0	Jul 1, 2025	Common Stock	142K	$3.29	Direct	F3
transaction	EVRI	Restricted Stock Units	Disposed to Issuer		-5K	-100%		0	Jul 1, 2025	Common Stock	5K		Direct	F4
transaction	EVRI	Restricted Stock Units	Disposed to Issuer		-14.4K	-100%		0	Jul 1, 2025	Common Stock	14.4K		Direct	F4
transaction	EVRI	Restricted Stock Units	Disposed to Issuer		-26.8K	-100%		0	Jul 1, 2025	Common Stock	26.8K		Direct	F4
transaction	EVRI	Restricted Stock Units	Disposed to Issuer		-52.6K	-100%		0	Jul 1, 2025	Common Stock	52.6K		Direct	F4
transaction	EVRI	Performance Stock Units	Disposed to Issuer		-21.6K	-100%		0	Jul 1, 2025	Common Stock	21.6K		Direct	F5
transaction	EVRI	Performance Stock Units	Disposed to Issuer		-26.8K	-100%		0	Jul 1, 2025	Common Stock	26.8K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David Lucchese 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.
F5	Pursuant to the Merger Agreement, each of the Company's performance share units which vests based in whole or in part on the achievement of specified performance objectives (each, a "PSU") 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 PSU (based on the achievement of 100% of performance under each such PSU), payable subject to the same time-based vesting terms and otherwise substantially the same terms and conditions as in effect for such PSU immediately prior to the Effective Time (excluding any terms related to performance which were fixed as of the Effective Time).