Michael D. Rumbolz - 01 Jul 2025 Form 4 Insider Report for Everi Holdings Inc. (EVRI)

Reporting relationship: Executive Chairman, Director
Issuer ticker: EVRI
Reported as of: 01 Jul 2025
Net transaction value: -$17,224,092
SEC form: 4
Accepted by SEC: 02 Jul 2025, 19:15:05 UTC
Prior SEC filing: 08 May 2025
Next SEC filing: 03 Oct 2025
Source filing: View source filing
Reporting owner signature: /s/ Michael Rumbolz by Todd A. Valli, Attorney-in-Fact

Key filing fact

Michael D. Rumbolz filed Form 4 for Everi Holdings Inc. (EVRI) on 02 Jul 2025.

Key facts

This page summarizes Michael D. Rumbolz's Form 4 filing for Everi Holdings Inc. (EVRI).
6 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 02 Jul 2025, 19:15.

Change

Previous filing in this sequence was filed on 08 May 2025.
Current net transaction value: -$17,224,092.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001313332 Primary reporting owner

Rumbolz Michael D

Relationship: Executive Chairman, Director
Address: 7250 S. TENAYA WAY, SUITE 100, LAS VEGAS
Signature: /s/ Michael Rumbolz by Todd A. Valli, Attorney-in-Fact
Signature date: 02 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

EVRI transaction

Common Stock

Disposed to Issuer

Transaction value: $14,706,884
Shares: -1,032,062
Change %: -100%
Price: $14.25
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

EVRI transaction Derivative

Stock Option

Disposed to Issuer

Transaction value: $1,293,022
Shares: -465,116
Change %: -100%
Price: $2.78
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 465,116
Exercise price: $2.78
Footnotes: F3

EVRI transaction Derivative

Stock Option

Disposed to Issuer

Transaction value: $403,982
Shares: -122,791
Change %: -100%
Price: $3.29
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 122,791
Exercise price: $3.29
Footnotes: F3

EVRI transaction Derivative

Stock Option

Disposed to Issuer

Transaction value: $820,204
Shares: -249,302
Change %: -100%
Price: $3.29
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 249,302
Exercise price: $3.29
Footnotes: F3

EVRI transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -14,600
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 14,600
Exercise price
Footnotes: F4

EVRI transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -14,300
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 14,300
Exercise price
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Michael D. Rumbolz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.