SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FOX LINSTER W

(Last)

(First)

(Middle)

7250 S. TENAYA WAY

SUITE 100

(Street)

LAS VEGAS

89113

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Everi Holdings Inc. [ EVRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$1.57⁽¹⁾⁽²⁾	07/01/2025		D			10,000	⁽³⁾	05/11/2026	Common Stock	10,000	$1.57	0	D
Stock Option	$3.29⁽¹⁾⁽²⁾	07/01/2025		D			19,800	⁽³⁾	03/08/2027	Common Stock	19,800	$3.29	0	D
Stock Option	$3.29⁽¹⁾⁽²⁾	07/01/2025		D			40,200	⁽³⁾	03/08/2027	Common Stock	40,200	$3.29	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			17,687	⁽⁴⁾	⁽⁴⁾	Common Stock	17,687	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			12,646	⁽⁴⁾	⁽⁴⁾	Common Stock	12,646	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			18,571	⁽⁴⁾	⁽⁴⁾	Common Stock	18,571	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			8,860	⁽⁴⁾	⁽⁴⁾	Common Stock	8,860	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			7,600	⁽⁴⁾	⁽⁴⁾	Common Stock	7,600	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			9,200	⁽⁴⁾	⁽⁴⁾	Common Stock	9,200	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			10,700	⁽⁴⁾	⁽⁴⁾	Common Stock	10,700	⁽⁴⁾	0	D
Restricted Stock Units	⁽¹⁾⁽²⁾⁽⁴⁾	07/01/2025		D			10,500	⁽⁴⁾	⁽⁴⁾	Common Stock	10,500	⁽⁴⁾	0	D

Explanation of Responses:

1. 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").

2. (Continued 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.

3. 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.

4. 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.

	/s/Linster W. Fox by Todd A. Valli, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Director Fox Linster W