EVRI Director Cashes Out as $14.25-per-Share Merger Closes

Q: When did the Everi Holdings (EVRI) merger become effective?

The merger became effective on July 1, 2025.

Q: What cash consideration will EVRI shareholders receive?

Each share of Everi common stock converts into $14.25 in cash.

Q: How are Everi restricted stock units (RSUs) treated?

All RSUs are cancelled and converted into cash equal to $14.25 per underlying share, subject to existing vesting terms.

Q: Does the director Geoffrey P. Judge retain any Everi securities after the merger?

No. Following conversion, his beneficial ownership is 0 shares and 0 derivative securities.

[Form 4] Everi Holdings Inc Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Everi Holdings Inc. (EVRI) 鈥� Form 4 filing dated 07/02/2025 discloses that director Geoffrey P. Judge has disposed of his entire equity position in conjunction with the closing of the previously announced merger in which Everi became a wholly-owned subsidiary of Voyager Parent, LLC on 07/01/2025.

Common shares: 84,240 shares were converted into the right to receive $14.25 cash per share; post-transaction beneficial ownership is 0.
Stock options: A total of 135,000 options with exercise prices of $1.46 and $3.29 were cancelled and converted into cash equal to the intrinsic value (( $14.25 鈥� exercise price ) 脳 shares), payable on the original vesting schedule.
Restricted stock units: 95,764 RSUs were cancelled and converted into cash at $14.25 per underlying share, also subject to original vesting terms.

The filing confirms transaction completion (鈥淓ffective Time鈥� 07/01/2025) under the July 26 2024 Merger Agreement with International Game Technology PLC (IGT) and affiliated entities. All equity instruments have been converted to cash, indicating Everi鈥檚 transition to private ownership and the likely termination of public trading in EVRI shares.

Positive

Merger consummation: Effective 07/01/2025, shareholders receive definite $14.25 cash per share.
Cash certainty: Options and RSUs converted to cash, reducing future dilution and locking in value.

Negative

No remaining equity upside: All insider holdings reduced to zero; public investors lose participation in future performance.
Imminent delisting: Transition to private ownership eliminates liquidity in EVRI shares post-settlement.

Insights

TL;DR 鈥� Filing confirms cash-out at $14.25 as merger closes; no residual equity remains.

The Form 4 acts as a mechanical confirmation that the Everi-Voyager transaction has closed. Equity holders鈥攊ncluding insiders鈥攔eceive $14.25 per share, while options and RSUs convert to equivalent cash value. Because the economic terms mirror the definitive agreement signed in July 2024, market impact is muted; however, the filing removes any residual execution risk and signals delisting. Investors still holding EVRI should expect automatic cash settlement soon thereafter.

TL;DR 鈥� Liquidity event executed; EVRI now private, upside capped.

For portfolio positioning, the cash consideration crystallises value at $14.25, eliminating future participation in Everi鈥檚 growth. The absence of post-merger equity means holders must redeploy capital elsewhere. Options and RSU cash-outs follow original vesting, slightly altering cash-flow timing for employees but not value. Overall, this is a completion鈥攏ot a surprise鈥攕o risk/return dynamics shift from equity to cash reinvestment decisions.

07/02/2025 - 07:08 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

JUDGE GEOFFREY P

(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)
Common Stock	07/01/2025		D		84,240⁽¹⁾⁽²⁾	D	$14.25⁽¹⁾⁽²⁾	0	D

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	$1.46	07/01/2025		D			24,750	⁽³⁾	05/13/2026	Common Stock	24,750	$1.46	0	D
Stock Option	$1.46	07/01/2025		D			50,250	⁽³⁾	05/13/2026	Common Stock	50,250	$1.46	0	D
Stock Option	$3.29	07/01/2025		D			19,800	⁽³⁾	03/08/2027	Common Stock	19,800	$3.29	0	D
Stock Option	$3.29	07/01/2025		D			40,200	⁽³⁾	03/08/2027	Common Stock	40,200	$3.29	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			17,687	⁽⁴⁾	⁽⁴⁾	Common Stock	17,687	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			12,646	⁽⁴⁾	⁽⁴⁾	Common Stock	12,646	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			18,571	⁽⁴⁾	⁽⁴⁾	Common Stock	18,571	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			8,860	⁽⁴⁾	⁽⁴⁾	Common Stock	8,860	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			7,600	⁽⁴⁾	⁽⁴⁾	Common Stock	7,600	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			9,200	⁽⁴⁾	⁽⁴⁾	Common Stock	9,200	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁴⁾	07/01/2025		D			10,700	⁽⁴⁾	⁽⁴⁾	Common Stock	10,700	⁽⁴⁾	0	D
Restricted Stock Units	⁽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. (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.

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/ Geoffrey P. Judge by Todd A. Valli, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

When did the Everi Holdings (EVRI) merger become effective?

The merger became effective on July 1, 2025.

What cash consideration will EVRI shareholders receive?

Each share of Everi common stock converts into $14.25 in cash.

What happens to outstanding EVRI stock options after the merger?

Each option is cancelled and converts into a cash payment equal to ($14.25 鈥� exercise price) 脳 shares, payable on the original vesting schedule.

How are Everi restricted stock units (RSUs) treated?

All RSUs are cancelled and converted into cash equal to $14.25 per underlying share, subject to existing vesting terms.

Does the director Geoffrey P. Judge retain any Everi securities after the merger?

No. Following conversion, his beneficial ownership is 0 shares and 0 derivative securities.

AG真人官方

[Form 4] Everi Holdings Inc Insider Trading Activity

Insights

FAQ

When did the Everi Holdings (EVRI) merger become effective?

What cash consideration will EVRI shareholders receive?

What happens to outstanding EVRI stock options after the merger?

How are Everi restricted stock units (RSUs) treated?

Does the director Geoffrey P. Judge retain any Everi securities after the merger?

NYSE:EVRI

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EVRI Latest News

EVRI Latest SEC Filings

EVRI Stock Data

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[Form 4] Everi Holdings Inc Insider Trading Activity

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M&A Specialist neutral

Portfolio Manager neutral

FAQ

When did the Everi Holdings (EVRI) merger become effective?

What cash consideration will EVRI shareholders receive?

What happens to outstanding EVRI stock options after the merger?

How are Everi restricted stock units (RSUs) treated?

Does the director Geoffrey P. Judge retain any Everi securities after the merger?

NYSE:EVRI

EVRI Rankings

EVRI Latest News

EVRI Latest SEC Filings

EVRI Stock Data