Mary N. Dillon - 08 Sep 2025 Form 4 Insider Report for FOOT LOCKER, INC. (FL)

Reporting relationship: CEO, Director
Issuer ticker: FL
Reported as of: 08 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 08 Sep 2025, 16:27:38 UTC
Prior SEC filing: 20 Aug 2025
Next SEC filing: 12 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/ Erin Conway, Attorney-in-Fact for Mary N. Dillon

Key filing fact

Mary N. Dillon filed Form 4 for FOOT LOCKER, INC. (FL) on 08 Sep 2025.

Key facts

This page summarizes Mary N. Dillon's Form 4 filing for FOOT LOCKER, INC. (FL).
4 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 08 Sep 2025, 16:27.

Change

Previous filing in this sequence was filed on 20 Aug 2025.
Current net transaction value: $0.

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 0001340358 Primary reporting owner

Dillon Mary N

Relationship: CEO, Director
Address: C/O FOOT LOCKER, INC., 330 WEST 34TH STREET, NEW YORK
Signature: /s/ Erin Conway, Attorney-in-Fact for Mary N. Dillon
Signature date: 08 Sep 2025

Reported non-derivative transactions

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

FL transaction

Common Stock

Award

Transaction value: $0
Shares: +739,813
Change %: +150%
Price: $0.000000
Shares after: 1,234,591
Date: 08 Sep 2025
Ownership: Direct
Footnotes: F1, F2

FL transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -1,158,129
Change %: -94%
Price
Shares after: 76,462
Date: 08 Sep 2025
Ownership: Direct
Footnotes: F3, F4

FL transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -76,462
Change %: -100%
Price
Shares after: 0
Date: 08 Sep 2025
Ownership: Direct
Footnotes: F5

FL transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -27,649
Change %: -100%
Price
Shares after: 0
Date: 08 Sep 2025
Ownership: By Trust
Footnotes: F5

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Mary N. Dillon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

On September 8, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 15, 2025, by and among DICK'S Sporting Goods, Inc., a Delaware corporation ("Parent"), RJS Sub LLC, a New York limited liability company and a wholly owned direct Subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger").

Footnote F2

Represents a deemed acquisition of shares of Issuer common stock underlying unvested performance stock units ("PSUs") at the effective time of the Merger (the "Effective Time") pursuant to the Merger Agreement, in accordance with the applicable award agreement (or if not addressed in the applicable award agreement, the Issuer's 2007 Stock Incentive Plan, as amended and restated as of March 22, 2023).

Footnote F3

At the Effective Time, pursuant to the Merger Agreement, each time-based restricted stock unit ("RSU") of the Issuer that is not held by a non-employee director of the Issuer and each PSU of the Issuer that is outstanding as of immediately prior to the Effective Time was converted into an RSU award in respect of a number of shares of Parent common stock, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU or PSU, as applicable (with the number of shares subject to an Issuer PSU determined in accordance with the applicable award agreement), as of immediately prior to the Effective Time, multiplied by (ii) 0.1168 (each such assumed Issuer RSU or PSU, as so adjusted, a "Adjusted RSU").

Footnote F4

Any Adjusted RSU is subject to the same terms and conditions as were applicable to the corresponding Issuer RSU or PSU prior to the Effective Time, except that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to any performance-based vesting conditions.2

Footnote F5

At the Effective Time, pursuant to the Merger Agreement and subject to certain exceptions, each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, without interest and at the holder's election, either (i) an amount in cash equal to $24.00 or (ii) 0.1168 shares of Parent common stock (except that any fractional shares were instead replaced by the right to receive a corresponding cash amount).