Welcome to our dedicated page for Dicks Sporting Goods SEC filings (Ticker: DKS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Lauren Hobart, President, Director and CEO of Dick's Sporting Goods, has filed a Form 144 notice indicating intent to sell 40,166 shares of common stock with an aggregate market value of $8,217,168.31. The transaction is planned for execution on June 27, 2025 through Morgan Stanley Smith Barney LLC on the NYSE.
The shares were acquired on the same day through a stock option exercise and paid for in cash. The filing indicates that Hobart has not sold any other company securities in the past three months. With Dick's Sporting Goods having 80,047,111 shares outstanding, this proposed sale represents approximately 0.05% of total shares.
As required by SEC regulations, Hobart has certified that she has no knowledge of any undisclosed material adverse information regarding Dick's Sporting Goods' current and prospective operations. The transaction appears to be executed under standard protocols for insider stock sales.
Dick's Sporting Goods has filed an S-4 registration statement regarding its proposed acquisition of Foot Locker through a merger agreement dated May 15, 2025. Under the terms of the deal, Foot Locker shareholders can elect to receive either:
- $24.00 in cash per share, or
- 0.1168 shares of Dick's Sporting Goods stock per Foot Locker share (valued at approximately $24.48 based on Dick's stock price before announcement)
The merger requires approval from two-thirds of Foot Locker shareholders. Upon completion, Foot Locker will become a wholly-owned subsidiary of Dick's Sporting Goods. The Foot Locker board has unanimously approved the merger and recommends shareholders vote in favor. The deal represents a strategic combination of two major sporting goods retailers. Shareholders will vote on the merger agreement, executive compensation related to the merger, and potential meeting adjournment at an upcoming special meeting.
DICK'S Sporting Goods, Inc. (NYSE: DKS) filed an 8-K to update investors on two key items linked to its pending acquisition of Foot Locker, Inc.: (1) progress on the previously announced exchange offer for Foot Locker’s 4.000% Senior Notes due 2029 and (2) new unaudited pro-forma financials that now include the fiscal quarter ended May 3, 2025.
Exchange Offer & Consent Solicitation. The company reiterated that it is offering to exchange any and all of Foot Locker’s outstanding 4.000% 2029 notes—up to $400 million aggregate principal—for an equal amount of newly issued DICK’S 4.000% 2029 notes. Early tender holders will continue to receive an early-participation premium of $30 in additional DICK’S notes per $1,000 tendered, bringing total consideration to par.
• A press release dated June 23, 2025 (Ex. 99.1) details early participation results and confirms that the premium has been extended to holders who validly tender after the initial deadline.
• In parallel, consents are being solicited to adopt amendments to Foot Locker’s indenture, facilitating a smoother post-merger capital structure.
Updated Pro-Forma Financials. Exhibit 99.2 provides refreshed unaudited pro-forma condensed combined statements covering the year ended February 1, 2025 and the quarter ended May 3, 2025. These schedules give investors an updated view of leverage, revenue mix and earnings power of the combined entity, reflecting the Foot Locker acquisition as if it had closed on the first day of each period presented.
Regulatory & Transaction Process. The filing reiterates that the acquisition remains subject to customary regulatory and shareholder approvals. DICK’S intends to file a Form S-4 containing Foot Locker’s proxy statement/prospectus. No offer to buy or sell securities is being made by this filing.
Investor Takeaways.
- The exchange keeps the 4.000% coupon unchanged, limiting interest-expense creep while aligning covenants with DICK’S capital structure.
- Extending the early-participation premium may accelerate noteholder uptake, reducing execution risk for the transaction’s financing leg.
- Publication of quarter-inclusive pro forma figures enhances transparency and allows analysts to update combined-company models more accurately.
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