STOCK TITAN

[Form 4] DICK'S SPORTING GOODS, INC. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DICK'S Sporting Goods Executive Chairman Edward W. Stack reported routine equity compensation activity involving stock options and tax withholding. He exercised 958,466 shares of a stock option award at an exercise price of $11.31 per share, converting options into common stock. To satisfy related obligations, 442,692 shares of common stock were disposed of as a tax-withholding transaction at $236.93 per share, which is not an open-market sale. A corresponding derivative entry shows the stock option for 958,466 shares was fully exercised with no remaining balance. The filing also reflects significant indirect holdings through grantor retained annuity trusts, including 1,000,000, 2,000,000 and 1,411,383 shares of Class B common stock, which carries 10 votes per share and can be converted into common stock.

Positive

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Negative

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Insider STACK EDWARD W
Role Executive Chairman
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 958,466 $0.00 --
Exercise Common Stock, par value $0.01 per share 958,466 $11.31 $10.84M
Tax Withholding Common Stock, par value $0.01 per share 442,692 $236.93 $104.89M
holding Common Stock, par value $0.01 per share -- -- --
holding Common Stock, par value $0.01 per share -- -- --
holding Common Stock, par value $0.01 per share -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock, par value $0.01 per share — 7,524,914 shares (Direct, null); Common Stock, par value $0.01 per share — 1,411,383 shares (Indirect, By grantor retained annuity trust)
Footnotes (1)
  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. Amount includes 5,281,431 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock. Amount includes 1,411,383 shares of Class B Common Stock, which is not registered under the Exchange Act. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust XI. Amount includes 2,000,000 shares of Class B Common Stock, which is not registered under the Exchange Act. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust XII. Amount includes 1,000,000 shares of Class B Common Stock, which is not registered under the Exchange Act. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust XIII. The stock option award represents the right to purchase 958,466 shares of common stock that vested in four equal annual installments beginning on March 22, 2021.
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
STACK EDWARD W

(Last)(First)(Middle)
345 COURT STREET

(Street)
CORAOPOLIS PENNSYLVANIA 15108

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share06/24/2026M958,466A$11.31(1)7,524,914(2)D
Common Stock, par value $0.01 per share06/24/2026F442,692D$236.937,082,222(2)D
Common Stock, par value $0.01 per share1,411,383(3)IBy grantor retained annuity trust
Common Stock, par value $0.01 per share2,000,000(4)IBy grantor retained annuity trust
Common Stock, par value $0.01 per share1,000,000(5)IBy grantor retained annuity trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$11.31(1)06/24/2026M958,466 (6)03/22/2027Common Stock, par value $0.01 per share958,466$00D
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. Amount includes 5,281,431 shares of Class B common stock (the "Class B Common Stock"), which is not registered under the Securities Exchange Act of 1934, as amended. Holders of Class B Common Stock have identical rights to holders of common stock, except that holders of Class B Common Stock are entitled to 10 votes for each share held of record. Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of common stock.
3. Amount includes 1,411,383 shares of Class B Common Stock, which is not registered under the Exchange Act. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust XI.
4. Amount includes 2,000,000 shares of Class B Common Stock, which is not registered under the Exchange Act. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust XII.
5. Amount includes 1,000,000 shares of Class B Common Stock, which is not registered under the Exchange Act. These shares are held by the Edward W. Stack Grantor Retained Annuity Trust XIII.
6. The stock option award represents the right to purchase 958,466 shares of common stock that vested in four equal annual installments beginning on March 22, 2021.
Remarks:
/s/ Edward W. Stack06/26/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)