Document

Kate C. Lowenhar-Fisher

Executive Vice President, Chief Legal Officer – General Counsel and Corporate Secretary

7250 S. Tenaya Way, Suite 100

Las Vegas, Nevada 89113

(800) 833-7110

Sean Feller

Gibson, Dunn & Crutcher LLP

2029 Century Park East, Suite 4000

Los Angeles, CA 90067-3026

(310) 552-8500

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. (Check one):

This Registration Statement on Form S-8 is being filed by Everi Holdings Inc. (the “Registrant”), relating to 3,590,000 shares of its common stock, par value $0.001 per share, available for issuance pursuant to awards to eligible persons under the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan (the “Plan”).

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (“Commission”) on May 19, 2021 (Registration No. 333-256298), May 26, 2017 (Registration No. 333-218302) and August 5, 2014 (Registration No. 333-197860), which relate to the Plan, are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.


Item 8.						Exhibits
Exhibit No						Exhibit Description

4.1						Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 1 of the Registrant’s Registration Statement on Form S-1 filed on May 26, 2005).

4.2						Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 30, 2009).

4.3						Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 14, 2015).

4.4						Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 14, 2015).

5.1*						Opinion of Gibson, Dunn & Crutcher LLP.

23.1*						Consent of Ernst & Young LLP.

23.2*						Consent of BDO USA, P.C.

23.3*						Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

24.1*						Power of Attorney (included on signature page hereto).

99.1						Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 23, 2024).

107*						F iling Fee Table.

Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on June 28, 2024.

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 true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

Signature

Title

Date

/s/ RANDY L. TAYLOR

President and Chief Executive Officer and Director

June 28, 2024

Randy L. Taylor

(Principal Executive Officer)

/s/ MARK F. LABAY

Executive Vice President, Chief Financial Officer and Treasurer

June 28, 2024

Mark F. Labay

(Principal Financial Officer)

/s/ TODD A. VALLI

Senior Vice President, Chief Accounting Officer

June 28, 2024

Todd A. Valli

(Principal Accounting Officer)

/s/ MICHAEL D. RUMBOLZ

Executive Chair of the Board

June 28, 2024

Michael D. Rumbolz

Director

/s/ ATUL BALI

Lead Independent Director

June 28, 2024

Atul Bali

/s/ GEOFFREY P. JUDGE

Director

June 28, 2024

Geoffrey P. Judge

/s/ LINSTER W. FOX

Director

June 28, 2024

Linster W. Fox

/s/ MAUREEN T. MULLARKEY

Director

June 28, 2024

Maureen T. Mullarkey

/s/ SECIL TABLI WATSON

Director

June 28, 2024

Secil Tabli Watson

/s/ PAUL FINCH

Director

June 28, 2024

Paul Finch

/s/ DEBRA L. NUTTON

Director

June 28, 2024

Debra L. Nutton

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum
Offering Price
Per Unit(2)

Maximum
Aggregate
Offering Price

Fee Rate

Amount of

Registration Fee

Equity

Common Stock, $0.001 par value

457(a)

3,590,000

$8.05

$28,899,500(2)

$147.60 per $1,000,000

$4,265.57(2)

Total Offering Amounts

3,590,000

$28,899,500

$4,265.57

Total Fee Offsets

Net Fee Due

$4,265.57


(1)			Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers any additional shares of the common stock, par value $.001 per share (the “Common Stock”) of Everi Holdings Inc. (the “Registrant”) that may from time to time be offered or issued in respect of the securities registered by this registration statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding Common Stock are converted or exchanged.


(2)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the New York Stock Exchange on June 24, 2024.

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Everi Holdings Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 3,590,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which are to be issued under the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan (the “Plan”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2014 Equity Incentive Plan of Everi Holdings Inc. of our reports dated February 29, 2024, with respect to the consolidated financial statements of Everi Holdings Inc. and the effectiveness of internal control over financial reporting of Everi Holdings Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

We hereby consent to the incorporation by reference in this Registration Statement of our report dated February 28, 2023, relating to the consolidated financial statements of Everi Holdings Inc. (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.



Everi Holdings Inc.

By:			/s/ Todd A. Valli
Name:			Todd A. Valli
Title:			Senior Vice President, Corporate Finance and Tax & Chief Accounting Officer


Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan
(Full title of the plan)