VIR insider files Form 144 to sell 66,000 shares (~0.05% of float)

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[S-8 POS] Everi Holdings Inc SEC Filing

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[S-8 POS] Everi Holdings Inc SEC Filing

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FAQ

[S-8 POS] Everi Holdings Inc SEC Filing

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Equity Research Analyst neutral

Corporate Governance Specialist neutral

FAQ

Q: How many Vir Biotechnology (VIR) shares are being sold under this Form 144?

Q: What is the dollar value of the proposed Vir Biotechnology share sale?

Q: When is the planned sale date for the VIR shares?

Q: How does the 66,000-share sale compare to Vir Biotechnology's total shares outstanding?

Q: Which broker is handling the VIR share sale disclosed in Form 144?

Q: Were any VIR shares sold by this filer in the past three months?

How many Vir Biotechnology (VIR) shares are being sold under this Form 144?

What is the dollar value of the proposed Vir Biotechnology share sale?

When is the planned sale date for the VIR shares?

How does the 66,000-share sale compare to Vir Biotechnology's total shares outstanding?

Which broker is handling the VIR share sale disclosed in Form 144?

Were any VIR shares sold by this filer in the past three months?

How many Vir Biotechnology (VIR) shares are being sold under this Form 144?

What is the dollar value of the proposed Vir Biotechnology share sale?

When is the planned sale date for the VIR shares?

How does the 66,000-share sale compare to Vir Biotechnology's total shares outstanding?

Which broker is handling the VIR share sale disclosed in Form 144?

Were any VIR shares sold by this filer in the past three months?

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How many Vir Biotechnology (VIR) shares are being sold under this Form 144?

What is the dollar value of the proposed Vir Biotechnology share sale?

When is the planned sale date for the VIR shares?

How does the 66,000-share sale compare to Vir Biotechnology's total shares outstanding?

Which broker is handling the VIR share sale disclosed in Form 144?

Were any VIR shares sold by this filer in the past three months?

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66,000 common shares are proposed for sale.

The aggregate market value is US $332,640 as stated in the filing.

The approximate sale date disclosed is 1 July 2025.

It represents about 0.05 % of the 138,238,003 shares outstanding.

The broker is Morgan Stanley Smith Barney LLC, Executive Financial Services.

No. The filing states "Nothing to Report" for past three-month sales.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

S-8 POS

Rhea-AI Filing Summary

Vir Biotechnology, Inc. (VIR) 鈥� Form 144 filing overview

The filing discloses a proposed secondary sale of 66,000 common shares of Vir Biotechnology under Rule 144. The shares were originally acquired on 17 Jan 2017 as pre-IPO stock and are held in the name of an undisclosed insider (the form does not specify the individual or relationship to the issuer). Morgan Stanley Smith Barney LLC, Executive Financial Services, is listed as the broker for the transaction.

Shares to be sold: 66,000
Aggregate market value: US $332,640
Planned sale date: 1 Jul 2025
Total VIR shares outstanding: 138,238,003
Percent of shares outstanding: ~0.05 % (66,000 ÷ 138,238,003)
Exchange: NASDAQ

No sales by the filer have occurred within the prior three months, and the securities were not purchased with non-cash consideration according to the disclosure. The seller certifies awareness of no undisclosed material adverse information and acknowledges potential criminal liability for misstatements.

Given the modest size relative to VIR鈥檚 float and the absence of multiple tranches or recent insider selling, this notice is unlikely to have a material impact on the company鈥檚 capital structure or market dynamics. However, investors may monitor for additional filings that could signal a broader disposition program.

Vir Biotechnology, Inc. (VIR) 鈥� Form 144 鞝滌稖臧滌殧

鞚措矆鞝滌稖鞚€ Vir Biotechnology鞚� 66,000欤� 氤错喌欤�鞐� 雽€頃� Rule 144鞐� 霐半ジ 2彀� 毵る弰鞝滌晥鞚� 瓿店皽頃╇媹雼�. 頃措嫻欤检嫕鞚€ 2017雲� 1鞗� 17鞚� 靷爠 IPO 欤检嫕鞙茧 旆摑霅橃棃鞙茧┌, 鞝滌稖靹滌棎電� 臧滌澑霕愲姅氚滍枆須岇偓鞕€鞚� 甏€瓿勱皜氇呾嫓霅橃 鞎婌潃牍勱车臧� 雮措秬鞛愱皜氤挫湢頃橁碃鞛堨姷雼堧嫟. 瓯半灅欷戧皽鞚胳潃 Morgan Stanley Smith Barney LLC, Executive Financial Services搿� 旮办灛霅橃柎鞛堨姷雼堧嫟.

毵る弰鞓堨爼欤检嫕靾�: 66,000欤�
齑� 鞁滌灔臧€旃�: 氙疙檾 332,640雼煬
鞓堨爼毵る弰鞚�: 2025雲� 7鞗� 1鞚�
齑� VIR 氚滍枆欤检嫕靾�: 138,238,003欤�
氚滍枆欤检嫕雽€牍� 牍勳湪: 鞎� 0.05% (66,000 梅 138,238,003)
瓯半灅靻�: NASDAQ

鞁犼碃鞛愲姅斓滉芳 3臧滌洈雮� 毵る弰雮挫棴鞚� 鞐嗢溂氅�, 瓿奠嫓雮挫毄鞐� 霐半ゴ氅� 牍勴槃旮� 雽€臧€搿� 欤检嫕鞚� 旆摑頃橃 鞎婌晿鞀惦媹雼�. 毵る弰鞛愲姅氙戈车臧� 欷戨寑頃� 攵堧Μ 鞝曤炒臧€ 鞐嗢潓鞚� 頇曥澑頃橁碃項堨渼歆勳垹鞐� 雽€頃� 順曥偓毂呾瀯臧€電レ劚鞚� 鞚胳爼頃╇媹雼�.

VIR 鞙犿喌欤检嫕雽€牍� 攴滊臧€ 鞛戧碃雼れ垬鞚� 毵る弰攵勴暊霕愲姅斓滉芳雮措秬鞛� 毵る弰臧€ 鞐嗢溂氙€搿�, 鞚措矆瓿奠嫓電� 須岇偓鞚� 鞛愲掣甑“雮� 鞁滌灔霃欗枼鞐� 欷戨寑頃� 鞓來枼鞚� 氙胳範臧€電レ劚鞚€ 雮姷雼堧嫟. 雼る, 韴瀽鞛愲摛鞚€ 氤措嫟甏戨矓鞙勴暅觳橂秳頂勲攴鸽灗鞚� 鞁滌偓頃� 靾� 鞛堧姅於旉皜鞝滌稖靹滊毳� 欤检嫓頃� 靾� 鞛堨姷雼堧嫟.

Positive

Minimal dilution/float impact: 66,000 shares represent only ~0.05 % of the 138.2 million shares outstanding.
Regulatory transparency: Advance notice under Rule 144 provides investors early visibility into possible insider transactions.

Negative

Insider selling signal: Any sale by insiders can be perceived negatively, even if relatively small.
Limited disclosure: The form omits the seller鈥檚 identity and relationship to the company, reducing clarity for investors.

TL;DR: Routine insider sale of 66k shares (~0.05 % of float); immaterial market impact expected.

The Form 144 indicates a prospective sale worth roughly US $333k, a fraction of Vir Biotechnology鈥檚 >138 million outstanding shares. Rule 144 notices are common for pre-IPO holders unlocking legacy shares. The filing contains no information on the seller鈥檚 role, which tempers interpretation of sentiment鈥攁n executive sale can differ from an early investor鈥檚 liquidity event. Absence of recent sales and the one-off nature suggest the transaction is housekeeping rather than a signal on fundamentals. I view the impact on share price and liquidity as negligible, though sustained selling would warrant closer scrutiny.

TL;DR: Governance neutral; disclosure meets Rule 144, but anonymity limits insight into insider intentions.

From a governance perspective, the filer complies with mandatory pre-sale disclosure, enhancing transparency. Yet, the lack of the individual鈥檚 identity or relationship to the issuer limits stakeholders鈥� ability to evaluate potential signaling effects. Since the form affirms no undisclosed adverse information and no 10b5-1 plan is noted, the transaction appears opportunistic rather than structured. Overall governance impact is neutral, but investors should watch future filings to see if key executives begin to reduce holdings materially.

Vir Biotechnology, Inc. (VIR) 鈥� Form 144 鞝滌稖臧滌殧

毵る弰鞓堨爼欤检嫕靾�: 66,000欤�
齑� 鞁滌灔臧€旃�: 氙疙檾 332,640雼煬
鞓堨爼毵る弰鞚�: 2025雲� 7鞗� 1鞚�
齑� VIR 氚滍枆欤检嫕靾�: 138,238,003欤�
氚滍枆欤检嫕雽€牍� 牍勳湪: 鞎� 0.05% (66,000 梅 138,238,003)
瓯半灅靻�: NASDAQ

07/01/2025 - 04:25 PM

As filed with the Securities and Exchange Commission on July 1, 2025

Registration No. 333-280586

Registration No. 333-256298

Registration No. 333-218302

Registration No. 333-202798

Registration No. 333-197860

Registration No. 333-187199

Registration No. 333-172358

Registration No. 333-165264

Registration No. 333-157512

Registration No. 333-149496

Registration No. 333-140878

Registration No. 333-131904

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-280586

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-256298

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218302

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-202798

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197860

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-187199

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-172358

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-165264

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-157512

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-149496

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-140878

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-131904

UNDER

THE SECURITIES ACT OF 1933

Everi Holdings Inc.

(Exact name of the registrant as specified in its charter)


Delaware	Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan Global Cash Access Holdings, Inc. 2014 Equity Incentive Plan Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan Notice of Stock Option Award and Stock Option Award Agreement with Harry C. Hagerty	20-0723270
(State or other jurisdiction of incorporation or organization)	(Full titles of plans)	(I.R.S. Employer Identification No.)
7250 S. Tenaya Way, Suite 100 Las Vegas, Nevada	Mark F. Labay Executive Vice President, Chief Financial Officer and Treasurer Everi Holdings Inc. 7250 S. Tenaya Way, Suite 100 Las Vegas, Nevada 89113 (Name and address of agent for service) (800) 833-7110 (Telephone number, including area code, of agent for service) Copies to: Davina K. Kaile Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, CA 94304 (650) 233-4500	89113
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) is being filed by Everi Holdings Inc., a Delaware corporation (the “Registrant”) to deregister all shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), which are unsold under the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”), filed by the Registrant with the Securities and Exchange Commission:

•

Registration Statement No. 333-280586, filed on June 28, 2024, registering 3,590,000 shares of Common Stock under the Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan;

•

Registration Statement No. 333-256298, filed on May 19, 2021, registering 5,000,000 shares of Common Stock under the Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan;

•

Registration Statement No. 333-218302, filed on May 26, 2017, registering 3,500,000 shares of Common Stock under the Everi Holdings Inc. Amended & Restated 2014 Equity Incentive Plan;

•

Registration Statement No. 333-202798, filed on March 16, 2015, registering 4,117,917 shares of Common Stock under the Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan;

•

Registration Statement No. 333-197860, filed on August 5, 2014, registering 10,275,000 shares of Common Stock under the Global Cash Access Holdings, Inc. 2014 Equity Incentive Plan;

•

Registration Statement No. 333-187199, filed on March 12, 2013, registering 3,174,064 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-172358, filed on February 18, 2011, registering 1,931,400 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-165264, filed on March 5, 2010, registering 2,500,334 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-157512, filed on February 25, 2009, registering 2,488,819 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-149496, filed on March 3, 2008, registering 2,501,369 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan;

•

Registration Statement No. 333-140878, filed on February 26, 2007, registering 2,469,376 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan; and

•

Registration Statement No. 333-131904, filed on February 16, 2006, registering 722,215 shares of Common Stock under the Notice of Stock Option Award and Stock Option Award Agreement with Harry C. Hagerty and 6,288,222 shares of Common Stock under the Global Cash Access Holdings, Inc. 2005 Stock Incentive Plan.

On July 1, 2025, pursuant to the terms and conditions of the previously disclosed definitive agreements executed on July 26, 2024 by and among the Registrant, 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 owned by funds managed by affiliates of Apollo Global Management, Inc. (“Buyer”), and Voyager Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Buyer (“Buyer Sub,” and together with the Registrant, IGT, Spinco, and Buyer, the “Parties”), the Parties completed certain transactions, as a result of which, among other matters, Everi and IGT’s Gaming & Digital business were simultaneously acquired by Buyer.

Pursuant to the terms and subject to the conditions of the definitive agreements:

•

IGT transferred, or caused to be transferred, to Spinco substantially all of the assets, and Spinco assumed substantially all of the liabilities of IGT’s Gaming and Digital business (the “Separation”);

•

Immediately following the Separation and immediately prior to the consummation of the Merger (as defined below), (i) Buyer purchased from IGT, and IGT sold to Buyer, all of the outstanding units of Spinco (the “Equity Sale”); and (ii) Voyager Canada BidCo Limited, an affiliate of Buyer, purchased from IGT, and IGT sold to Voyager Canada BidCo Limited, all of the outstanding shares in the capital stock of IGT Canada Solutions ULC (the “Canada Sub Equity Interests Sale”); and

•

Immediately following the consummation of the Equity Sale and the Canada Sub Equity Interests Sale and at the effective time of the Merger (the “Merger Effective Time”):

•

Buyer Sub was merged with and into the Registrant, with the Registrant surviving the Merger as a direct wholly owned subsidiary of Buyer (the “Merger”).

As a result of the Merger and in connection with the delisting and the deregistration of the Registrant’s securities under Section 12(b) of the Securities Exchange Act of 1934, as amended, the Registrant is terminating all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. Pursuant to the undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered that remain unsold at the termination of the offering, the Registrant is filing this Post-Effective Amendment to terminate the effectiveness of such Registration Statements and to deregister, as of the effectiveness of this Post-Effective Amendment, any and all shares of Common Stock registered thereunder that remain unsold as of the effectiveness date. Upon the effectiveness of this Post-Effective Amendment, no shares of Common Stock will remain registered for sale pursuant to the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 1, 2025.


EVERI HOLDINGS INC.

By:		/s/ Mark F. Labay
		Mark F. Labay Executive Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randy L. Taylor, Mark F. Labay, and Todd A. Valli and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Post-Effective Amendment to the Registration Statements and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Post-Effective Amendment to the Registration Statements has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


Signature	Title	Date

/s/ RANDY L. TAYLOR	President and Chief Executive Officer and Director	July 1, 2025
Randy L. Taylor	(Principal Executive Officer)

/s/ MARK F. LABAY	Executive Vice President, Chief Financial Officer	July 1, 2025
Mark F. Labay	(Principal Financial Officer) and Treasurer

/s/ TODD A. VALLI	Senior Vice President, Chief Accounting Officer	July 1, 2025
Todd A. Valli	(Principal Accounting Officer)

/s/ MICHAEL D. RUMBOLZ	Executive Chair of the Board	July 1, 2025
Michael D. Rumbolz	Director

/s/ ATUL BALI	Lead Independent Director	July 1, 2025
Atul Bali

/s/ GEOFFREY P. JUDGE	Director	July 1, 2025
Geoffrey P. Judge

/s/ LINSTER W. FOX	Director	July 1, 2025
Linster W. Fox

/s/ MAUREEN T. MULLARKEY	Director	July 1, 2025
Maureen T. Mullarkey

/s/ SECIL TABLI WATSON	Director	July 1, 2025
Secil Tabli Watson

/s/ PAUL FINCH	Director	July 1, 2025
Paul Finch

/s/ DEBRA L. NUTTON	Director	July 1, 2025
Debra L. Nutton

Source:

66,000 common shares are proposed for sale.

The aggregate market value is US $332,640 as stated in the filing.

The approximate sale date disclosed is 1 July 2025.

It represents about 0.05 % of the 138,238,003 shares outstanding.

The broker is Morgan Stanley Smith Barney LLC, Executive Financial Services.

No. The filing states "Nothing to Report" for past three-month sales.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company