Everi Holdings Terminates Stock Repurchase Program, Effective May 2, 2024 And Implements A Mandatory Sell-To-Cover Policy

Everi Holdings Inc. ("Everi" or the "Company"), announced that it has terminated its stock repurchase program effective May 2, 2024. On May 3, 2023, the Company's Board of Directors approved the stock repurchase program under which the Company was authorized to repurchase an amount not to exceed $180 million of the Company's common stock through November 3, 2024 (the "Stock Repurchase Program"). The Company repurchased 7.5 million shares of common stock, at an average price of $13.40 per share, for an aggregate amount of $100 million, under the Stock Repurchase Program. As of December 31, 2023, the remaining availability under the Stock Repurchase Program was $80 million. The Company has not repurchased shares of common stock under the Stock Repurchase Program subsequent to December 31, 2023.

As previously disclosed, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, International Game Technology PLC ("IGT"), Ignite Rotate LLC ("Spinco"), and Ember Sub LLC, and the Separation and Distribution Agreement by and among the Company, IGT, Spinco, and International Game Technology (the "Separation Agreement"), the Company may declare a dividend, payable as a cash dividend and/or a right to receive a cash dividend, payable to Everi stockholders as of a record date specified prior to the consummation of the merger, in accordance with the terms of the Separation Agreement (the "Special Dividend"). The Special Dividend is intended to reflect the cash flow generated by the Company through the merger date. The amount of the Special Dividend, if any, shall be calculated in accordance with the Separation Agreement, and shall be based on the Company's cash and cash equivalents at closing in excess of a target of $30 million, further adjusted by: (i) the Company's net working capital relative to a net working capital target; (ii) the Company's indebtedness relative to the indebtedness as of December 31, 2023; (iii) any commitment fees and other fees paid by the Company prior to closing in connection with the financing contemplated by the transactions; and (iv) certain of the Company's transaction expenses and employee retention costs, to the extent unpaid, in each case as of immediately prior to the effective time of the merger, as well as the number of shares of the Company's common stock issued and outstanding as of the record date for the Special Dividend, and shall be subject to adjustment as set forth in the Separation Agreement.

In addition, on May 1, 2024, the Company implemented a mandatory sell-to-cover policy with respect to tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs") and performance stock units ("PSUs"), in lieu of the Company's historical practice of withholding shares, with a view to retaining cash for the purposes of the Special Dividend. The Company believes that the cash which may have otherwise been utilized under the Stock Repurchase Program or to facilitate the tax withholding obligations in connection with the settlement of RSUs and PSUs will be more appropriately allocated toward the Special Dividend.

The Company's decision to implement a sell-to-cover policy will result in Section 16 officers being required to file a Form 4 to report the sale of a portion of their Company stock to cover tax withholdings. In prior years, the Company withheld shares to cover the tax obligations; and therefore, the withheld shares were not sold in the open market, and the Form 4 filings reflected the net shares granted to the Section 16 officers.