Ulice Payne Jr. - 08 Sep 2025 Form 4 Insider Report for FOOT LOCKER, INC. (FL)

Reporting relationship: Director
Issuer ticker: FL
Reported as of: 08 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 08 Sep 2025, 16:27:46 UTC
Prior SEC filing: 11 Aug 2025
Next SEC filing: 05 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ Erin Conway, Attorney-in-Fact for Ulice Payne Jr.

Key filing fact

Ulice Payne Jr. filed Form 4 for FOOT LOCKER, INC. (FL) on 08 Sep 2025.

Key facts

This page summarizes Ulice Payne Jr.'s Form 4 filing for FOOT LOCKER, INC. (FL).
3 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 11 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 0001188179 Primary reporting owner

PAYNE ULICE JR

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

Reported non-derivative transactions

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

FL transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -17,969
Change %: -45%
Price
Shares after: 21,852
Date: 08 Sep 2025
Ownership: Direct
Footnotes: F1, F2

FL transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -3,551
Change %: -16%
Price
Shares after: 18,301
Date: 08 Sep 2025
Ownership: Direct
Footnotes: F3

FL transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -18,301
Change %: -100%
Price
Shares after: 0
Date: 08 Sep 2025
Ownership: Direct
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

Ulice Payne Jr. 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

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

At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each Issuer deferred stock unit ("DSU") that is outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive $24.00 in respect of each share of Issuer common stock subject to such Issuer DSU.

Footnote F3

At the Effective Time, each time-based restricted stock unit ("RSU") of the Issuer held by a non-employee director of the Issuer that is outstanding as of immediately prior to the Effective Time, whether or not vested, was cancelled and converted into the right to receive, without interest, an amount in cash equal to (i) the number of shares of Issuer common stock subject to such Issuer RSU as of immediately prior to the Effective Time multiplied by (ii) $24.00.

Footnote F4

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).