DKS 8-K
Dick's Sporting Goods, Inc. (DKS)
8-K
2025-09-08
For: 2025-09-08
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification Number)
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(Address of Principal Executive Offices)
(724 ) 273-3400
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on which Registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 8, 2025 (the “Closing Date”), DICK’S Sporting Goods, Inc., a Delaware corporation (“DICK’S Sporting Goods” or the “Company”), consummated the previously
announced merger contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 15, 2025, by and among DICK’S Sporting Goods, Foot Locker, Inc., a New York corporation (“Foot Locker”), and RJS Sub LLC, a New
York limited liability company and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Foot Locker (the “Merger”), with Foot Locker surviving as a wholly owned
subsidiary of DICK’S Sporting Goods.
Merger Consideration
At the effective time of the Merger (the “Effective Time”), each share of Foot Locker common stock, par value $0.01 per share (“Foot Locker common stock”), issued and
outstanding immediately prior to the Effective Time (other than certain shares of Foot Locker common stock that were held in treasury by Foot Locker or owned by DICK’S Sporting Goods or Merger Sub or owned by direct or indirect subsidiaries of Foot
Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked
or deemed revoked (or if no election was validly made) (the “Cash Consideration”) or (b) 0.1168 shares of DICK’S Sporting Goods common stock, par value $0.01 per share (“DICK’S Sporting Goods common stock”), if an election to receive stock
consideration was properly made and not properly changed, revoked or deemed revoked (the “Stock Consideration”). The election was not subject to a minimum or maximum amount of Cash Consideration or Stock Consideration.
As of the election deadline of 5:00 p.m., Eastern Time on August 29, 2025, the final results of the election were as follows:
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Foot Locker shareholders of record of approximately 85.8% of the outstanding shares of Foot Locker common stock elected to receive the Stock Consideration;
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Foot Locker shareholders of record of approximately 1.2% of the outstanding shares of Foot Locker common stock elected to receive the Cash Consideration; and
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Foot Locker shareholders of record of approximately 12.9% of the outstanding shares of Foot Locker common stock did not make a valid election or did not deliver a valid election
form prior to the election deadline, which includes approximately 4.5% of the outstanding shares of Foot Locker common stock owned by DICK’S Sporting Goods. Other than the shares of Foot Locker common stock owned by DICK’S Sporting Goods,
which were, at the Effective Time, automatically cancelled for no consideration and ceased to exist, each non-electing Foot Locker shareholder was entitled to receive the Cash Consideration for such shares.
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No fractional shares of DICK’S Sporting Goods common stock were issued. Instead, a Foot Locker shareholder who otherwise would have received a fractional share of DICK’S
Sporting Goods common stock upon an election for Stock Consideration was entitled to receive a cash payment in lieu of such fractional share in an amount determined by multiplying (i) the last reported sale price of DICK’S Sporting Goods common
stock on the New York Stock Exchange on September 5, 2025 by (ii) the fraction of a share (after taking into account all shares of Foot Locker common stock held by such holder at the Effective Time for which the shareholder elected Stock
Consideration and rounded to the nearest one thousandth when expressed in decimal form) of DICK’S Sporting Goods common stock to which such holder would otherwise be entitled.
Treatment of Equity Awards
Pursuant to the terms set forth in the Merger Agreement, at the Effective Time, each outstanding equity award with respect to Foot Locker common stock outstanding as of
immediately prior to the Effective Time was treated as follows:
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Each option to purchase Foot Locker common stock granted under the Foot Locker 2007 Stock Incentive Plan or granted as an inducement award (“Foot Locker option”) that was
unexercised, whether or not vested, and that had a per share exercise price that was less than the Cash Consideration (“in-the-money option”) was
cancelled and converted into the right to receive an amount in cash equal to (a) the number of shares of Foot Locker common stock subject to the Foot Locker option as of immediately prior to the Effective Time multiplied by (b) the excess
(if any) of the Cash Consideration over the per share exercise price applicable to the Foot Locker option.
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Each Foot Locker option that was not an in-the-money option which was unexercised, whether or not vested, was cancelled for no consideration.
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Each restricted stock unit award granted under the Foot Locker 2007 Stock Incentive Plan or granted as an inducement award (“Foot Locker RSU Award”) that was held by an individual
who was not a non-employee director of Foot Locker and each performance stock unit award granted under the Foot Locker 2007 Stock Incentive Plan or granted as an inducement award (“Foot Locker PSU Award”) was assumed and converted into a
time-based restricted stock unit award in respect of a number of shares of DICK’S Sporting Goods common stock equal to the product obtained by multiplying (a) the total number of shares of Foot Locker common stock subject to the Foot Locker
RSU Award or Foot Locker PSU Award, as applicable, as of immediately prior to the Effective Time by (b) the exchange ratio (i.e., 0.1168), with any fractional shares rounded to the nearest whole share. For purposes of the immediately
preceding sentence, the number of shares of Foot Locker common stock subject to a Foot Locker PSU Award as of immediately prior to the Effective Time was determined in accordance with the applicable award agreements.
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Each Foot Locker RSU Award that was held by a non-employee director of Foot Locker, whether or not vested, was cancelled and converted into the right to receive an amount in cash
equal to (a) the number of shares of Foot Locker common stock subject to the Foot Locker RSU Award as of immediately prior to the Effective Time multiplied by (b) the Cash Consideration.
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Each deferred stock unit award granted under the Foot Locker 2007 Stock Incentive Plan (“Foot Locker DSU Award”) was cancelled and converted into the right to receive, at the
earliest time following the Effective Time permitted by the award terms that would not trigger any additional tax or penalty under Section 409A of the Internal Revenue Code of 1986, as amended, the Cash Consideration in respect of each
share of Foot Locker common stock subject to the Foot Locker DSU Award as of immediately prior to the Effective Time.
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The total aggregate consideration payable in the Merger, not including the treatment of any Foot Locker equity awards described above, was 9,579,640 million whole shares
of DICK’S Sporting Goods common stock and $222,961,814.59 in cash, which DICK’S Sporting Goods funded through cash on hand. The issuance of shares of DICK’S Sporting Goods common stock in connection with the Merger was registered under the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-288244) filed by the Company with the Securities and Exchange Commission (the “SEC”) and declared effective on July 10, 2025
(the “Registration Statement”). The proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 8, 2025, DICK’S Sporting Goods issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any
filing of the Company, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on
which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the
date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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Exhibit
No.
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Description
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Agreement and Plan of Merger, dated as of May 15, 2025, by and among DICK’S Sporting Goods, Inc., RJS Sub LLC and Foot Locker, Inc. (incorporated
herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, initially filed with the SEC on May 15, 2025 (Film No. 25955909))*
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Press Release of DICK’S Sporting Goods, Inc., dated September 8, 2025.
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104
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Cover Page Interactive Data File (formatted as inline XBRL document)
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* Certain schedules and exhibits have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company
agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any
schedules or exhibits so furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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DICK’S SPORTING GOODS, INC.
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Date: September 8, 2025
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By:
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/s/ Navdeep Gupta
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Name:
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Navdeep Gupta
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Title:
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Executive Vice President,
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Chief Financial Officer
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Exhibit 99.l
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DICK’S Sporting Goods Completes
Acquisition of Foot Locker
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NEWS PROVIDED BY
DICK’S Sporting Goods, Inc.
 09/08/2025, 08:00 AM ET
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PITTSBURGH, Sept. 8, 2025 /PRNewswire/ - DICK’S Sporting Goods, Inc. (“DICK’S” or the “Company”) (NYSE: DKS), a leading U.S.-based full-line omni-channel
sporting goods retailer, today announced that it has completed its acquisition of Foot Locker, Inc. (“Foot Locker”), a leading footwear and apparel retailer. DICK’S is now positioned to become a global leader in the sports retail industry at the
intersection of sport and culture, serving a broader set of consumers across compelling, differentiated concepts.
As a combined company, DICK’S will now operate more than 3,200 stores plus e-commerce and digital businesses across 20 countries in North America, Europe,
Asia, and Australia, plus a licensed store presence in Europe, the Middle East and Asia. This expanded footprint will strengthen its relationships with key brand partners by offering broader reach and enhanced visibility on a global level.
DICK’S will continue to operate Foot Locker’s portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos, under an
experienced new leadership team. DICK’S Executive Chairman, Ed Stack, will lead the global Foot Locker businesses, in partnership with two new presidents, one for North America and one for International, to enable acceleration of business momentum
and targeted turnaround strategies. Ann Freeman, a longtime former Nike executive, has been appointed President of Foot Locker North America. DICK’S will appoint a President of Foot Locker International to lead other regions.
In North America, Ann Freeman will be supported by a Foot Locker management team of experienced senior leaders, who include:
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Tony Aversa is SVP and GM, Foot Locker and Kids Foot Locker North America. Tony is a 30-year veteran of Foot Locker having served in leadership roles at Foot
Locker, Kids Foot Locker, WSS and most recently as GM of Champs Sports.
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Denise Karkos is SVP and General Manager, Champs Sports. Denise is joining Foot Locker from DICK’S where she most recently served as SVP, Chief eCommerce Officer.
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George Jenkins is SVP, Store Operations and Customer Experience, Foot Locker North America. Over the past 30 years, George has held various leadership roles within
the Foot Locker stores organization and most recently served as VP, Customer Experience, North America.
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Peter Scaturro is SVP, Chief Financial Officer, Foot Locker North America. Peter most recently served as SVP, Strategic Planning & Growth for Foot Locker and
has held several leadership roles across corporate finance, strategy and customer service at the company.
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Steve Miller is SVP, Chief Operating Officer, Foot Locker North America. Steve is a former DICK’S senior executive who led Hardlines Merchandising and before that
Strategy, eCommerce & Analytics.
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Brett O’Brien is SVP, Chief Marketing Officer, Foot Locker North America. Brett is joining Foot Locker from PepsiCo where he held various marketing leadership
roles, including his most recent position as Chief Sports Officer.
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Michael Keinath is SVP, Chief People Officer, Foot Locker North America. Michael is joining Foot Locker from DICK’S where he held various leadership roles
overseeing talent, organizational design and effectiveness and culture initiatives.
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The transaction is expected to deliver between $100 million to $125 million in cost synergies in the medium term, primarily through procurement and direct
sourcing efficiencies, and DICK’S anticipates the transaction to be accretive to EPS in Fiscal Year 2026 (excluding transaction and other one-time costs to achieve synergies).
“We are very enthusiastic about the future of Foot Locker,” said Ed Stack, Executive Chairman of DICK’S. “The world class team we have assembled is committed to returning Foot Locker to its rightful place in our industry. We are committed to investing in and
growing Foot Locker through its strong culture, led by the Stripers, and creating a more powerful experience for consumers.”
“We are excited to officially welcome the Foot Locker team,” added Lauren Hobart, President and CEO of DICK’S. “Bringing together the strengths of both
companies will help us return Foot Locker to growth while continuing to fuel DICK’S momentum. As a combined company, DICK’S and Foot Locker will create a global platform that will redefine the sports retail industry and unlock value for both
companies, our brand partners, our teammates, our communities and our shareholders.”
“I am thrilled to join and lead Foot Locker North America at such a transformative moment,” said Ann Freeman, President of Foot Locker North America.
“Together, we have an extraordinary opportunity to build on Foot Locker’s rich heritage and deliver innovative experiences to a variety of footwear consumers - from athletes to sneaker enthusiasts and everyone in between. I look forward to working
with the talented Foot Locker team as we accelerate growth, enrich our brand partnerships and inspire the next generation of consumers.”
Advisors
Goldman Sachs is serving as financial advisor to DICK’S for this transaction, and Wachtell, Lipton, Rosen & Katz is serving as DICK’S legal advisor.
About DICK’S Sporting Goods
DICK’S Sporting Goods creates confidence and excitement by inspiring, supporting and personally equipping all athletes to achieve their dreams.
Founded in 1948 and headquartered in Pittsburgh, Pennsylvania, DICK’S is a leading omni-channel retailer and an iconic brand in sport and culture. Its banners include DICK’S Sporting Goods, Golf Galaxy,
Public Lands and Going Going Gone! in addition to the experiential retail concepts DICK’S House of Sport and Golf Galaxy Performance Center. As owner and operator of Foot Locker, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and
atmos, DICK’S serves the global sneaker community across 20 countries in North America, Europe, Asia, and Australia, plus a licensed store presence in Europe, the Middle East and Asia. DICK’S also owns and operates GameChanger, a youth sports
mobile platform for live streaming, scheduling, communications and scorekeeping.
Driven by its belief that sports have the power to change lives, DICK’S has been a longtime champion for youth sports and, together with its Foundation,
has donated millions of dollars to support under-resourced teams and athletes through the Sports Matter program and other community-based initiatives. Additional information about DICK’S business, corporate giving and employment opportunities can
be found on dicks.com, investors.dicks.com, sportsmatter.org, dickssportinggoods.jobs and on lnstagram, TikTok, Facebook and X.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified as those that may predict, forecast, indicate or imply future results or performance and by forward-looking words such as “believe”, “anticipate”, “expect”, “estimate”, “predict”, “intend”, “plan”, “project”, “goal”,
“will”, “will be”, “will continue”, “will result”, “could”, “may”, “might” or any variations of such words or other words with similar meanings. Any statements about the Company’s plans, objectives, expectations, intentions, strategies, beliefs, or
future performance or events constitute forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time, many of which may be beyond the
Company’s control. The Company’s future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results.
Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements include, but are not
limited to, current macroeconomic conditions, including prolonged inflationary pressures, potential changes to international trade relations, geopolitical conflicts and adverse changes in consumer disposable income; supply chain constraints, delays
and disruptions; fluctuations in product costs and availability due to tariffs, currency exchange rate fluctuations, fuel price uncertainty and labor shortages; changes in consumer demand for products in certain categories and consumer lifestyle
changes; intense competition in the sporting goods industry; the overall success of the Company’s strategic plans and initiatives; the Company’s vertical brand strategy and plans; the Company’s ability to optimize its distribution and fulfillment
networks to efficiently deliver merchandise to its stores and the possibility of disruptions; the Company’s dependence on suppliers, distributors and manufacturers to provide sufficient quantities of quality products in a timely fashion; the
potential impacts of unauthorized use or disclosure of sensitive or confidential customer, employee, vendor or other information; the risk of problems with the Company’s information systems, including e-commerce platforms; the Company’s ability to
attract and retain customers, executive officers and employees; increasing labor costs; the effects of the performance of professional sports teams within the Company’s core regions of operations; the Company’s ability to control expenses and
manage inventory shrink; the seasonality of certain categories of the Company’s operations and weather-related risks; changes in applicable tax laws, regulations, treaties, interpretations and other guidance; product safety and labeling concerns;
the projected range of capital expenditures of the Company, including costs associated with new store development, relocations and remodels and investments in technology; plans to return capital to stockholders through dividends and share
repurchases, if any; the Company’s ability to meet market expectations; the influence of the Company’s Class B common stockholders and associated possible scrutiny and public pressure; compliance and litigation risks; the Company’s ability to
protect its intellectual property rights or respond to claims of infringement by third parties; the availability of adequate capital; obligations and other provisions related to the Company’s indebtedness; the Company’s future results of operations
and financial condition; the outcome of any legal proceedings that may be instituted against the Company; the risk that the benefits from the acquisition of Foot Locker, including anticipated cost synergies, may not be fully realized or may take
longer to realize than expected; and the ability to promptly and effectively integrate the businesses of the Company and Foot Locker. These factors are not necessarily all of the factors that could cause the Company’s actual results, performance or
achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the Company’s results.
For additional information on these and other factors that could affect the Company’s actual results, see the risk factors set forth in the Company’s
filings with the Securities and Exchange Commission (the “SEC”), including the Company’s most recent Annual Report on Form 10-K, filed with the SEC on March 27, 2025. The Company disclaims and does not undertake any obligation to update or revise
any forward-looking statement in this communication, except as required by applicable law or regulation. Forward-looking statements included in this communication are made as of the date of this communication.
Contacts:
Investor Relations:
Nate Gilch, Senior Director of Investor Relations
DICK’S Sporting Goods, Inc.
[email protected] (724) 273-3400
Media Relations:
(724) 273-5552 or p[email protected]
SOURCE DICK’S Sporting Goods, Inc.