[Form 4] Dick's Sporting Goods, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dick’s Sporting Goods (DKS) – Form 4 insider activity: On 07/02/2025, Elizabeth H. Baran, the company’s SVP & General Counsel, exercised 500 stock options at an adjusted strike price of $11.31 and sold an aggregate 1,830 common shares in two open-market transactions at average prices of $204.54 and $204.69. Following the trades, her direct holding declined from 14,295 to 12,465 shares. The option exercise stemmed from a March 22 2017 grant that fully vested in 2024 and had been adjusted for the company’s 2021 special cash dividend.

The gross sale proceeds total roughly $0.37 million, a modest amount relative to DKS’s daily trading volume and Ms. Baran’s remaining stake. No other derivative positions remain from this option grant.

For investors, the filing represents routine executive liquidity rather than a transformational event; however, continued insider selling can sometimes be interpreted as a cautious signal on near-term share performance.

Positive

• Executive retains 12,465 shares, maintaining meaningful equity alignment with shareholders.
• Option exercise price of $11.31 vs. ~$204 market price reflects substantial value creation since grant.

Negative

• Sale of 1,830 shares (~$374k) reduces insider ownership and may be read as mildly bearish short-term signal.

Insights

Corporate Governance Expert

TL;DR: Small insider sale after option exercise; signals limited cash-out, not a strategic shift.

Ms. Baran converted 500 options deeply in-the-money and sold those shares plus 1,330 more. The net reduction of 12.8% in her direct stake leaves 12,465 shares, so her long-term alignment remains. The ~$374k sale is immaterial to market cap and typical for tax/liquidity. Because no cluster selling by other insiders accompanies this filing, I view market impact as neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baran Elizabeth H.

(Last) (First) (Middle)

345 COURT STREET

(Street)

CORAOPOLIS PA 15108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DICK'S SPORTING GOODS, INC. [ DKS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	07/02/2025		M		500	A	$11.31(1)	14,295	D
Common Stock, par value $0.01 per share	07/02/2025		S		500	D	$204.54	13,795	D
Common Stock, par value $0.01 per share	07/02/2025		S		1,330	D	$204.69	12,465	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$11.31(1)	07/02/2025		M			500	03/22/2024(2)	03/22/2027	Common Stock, par value $0.01 per share	500	$0	0	D

Explanation of Responses:

1. The exercise price shown has been adjusted from the grant date exercise price due to the special cash dividend paid by the Company on September 24, 2021, which was required by the Company's Amended and Restated 2012 Stock and Incentive Plan.

2. The stock option award representing the right to purchase 8,025 shares of common stock vested in four equal annual installments beginning on March 22, 2021.

Remarks:

	/s/ Alexandria M. Crist by Power of Attorney	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many Dick's Sporting Goods shares did the insider sell?

1,830 common shares were sold on 07/02/2025.

What was the average selling price for DKS shares?

Shares were sold at $204.54 and $204.69 per share.

How many DKS shares does Elizabeth H. Baran now own?

She directly holds 12,465 shares after the transactions.

Did the insider exercise stock options?

Yes, 500 options were exercised at an adjusted strike of $11.31.

Is any derivative position remaining from this option grant?

No, the filing shows 0 options remaining from the reported grant.