| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Labay Mark F. | EVP, CFO | 7250 S. TENAYA WAY, SUITE 100, LAS VEGAS | /s/ Mark F. Labay by Todd A. Valli, Attorney-in-Fact | 02 Jul 2025 | 0001806389 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EVRI | Common Stock | Disposed to Issuer | -$2.03M | -142K | -100% | $14.25 | 0 | 01 Jul 2025 | Direct | F1, F2 |
| 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 | -$73K | -50K | -100% | $1.46 | 0 | 01 Jul 2025 | Common Stock | 50K | $1.46 | Direct | F3 |
| transaction | EVRI | Stock Option | Disposed to Issuer | -$148K | -45K | -100% | $3.29 | 0 | 01 Jul 2025 | Common Stock | 45K | $3.29 | Direct | F3 |
| transaction | EVRI | Restricted Stock Units | Disposed to Issuer | -8.33K | -100% | 0 | 01 Jul 2025 | Common Stock | 8.33K | Direct | F4 | |||
| transaction | EVRI | Restricted Stock Units | Disposed to Issuer | -24.7K | -100% | 0 | 01 Jul 2025 | Common Stock | 24.7K | Direct | F4 | |||
| transaction | EVRI | Restricted Stock Units | Disposed to Issuer | -46.4K | -100% | 0 | 01 Jul 2025 | Common Stock | 46.4K | Direct | F4 | |||
| transaction | EVRI | Restricted Stock Units | Disposed to Issuer | -91.2K | -100% | 0 | 01 Jul 2025 | Common Stock | 91.2K | Direct | F4 | |||
| transaction | EVRI | Performance Stock Units | Disposed to Issuer | -37K | -100% | 0 | 01 Jul 2025 | Common Stock | 37K | Direct | F5 | |||
| transaction | EVRI | Performance Stock Units | Disposed to Issuer | -46.4K | -100% | 0 | 01 Jul 2025 | Common Stock | 46.4K | Direct | F5 |
Mark F. Labay is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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). |