DICK'S Sporting Goods (DKS) CFO gets restricted stock, uses shares to cover taxes

Rhea-AI Filing Summary

DICK'S Sporting Goods executive vice president and chief financial officer Navdeep Gupta reported routine equity compensation activity in company stock. He received a grant of 4,890 shares of time-based restricted stock that vest over time, increasing his direct holdings before related tax actions.

On the same date, 3,767 shares of common stock were disposed of at $191.75 per share to satisfy tax-withholding obligations tied to this award, rather than through an open-market sale. After these transactions, Gupta directly holds 78,873 shares of DICK'S Sporting Goods common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gupta Navdeep

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.01 per share	4,890	$0.00	--
Tax Withholding	Common Stock, par value $0.01 per share	3,767	$191.75	$722K

Holdings After Transaction: Common Stock, par value $0.01 per share — 82,640 shares (Direct)

Footnotes (1)

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Key Figures

Restricted stock grant: 4,890 shares Tax-withholding shares: 3,767 shares at $191.75 Shares held after transactions: 78,873 shares +1 more

4 metrics

Restricted stock grant 4,890 shares Time-based restricted stock awarded on April 3, 2026

Tax-withholding shares 3,767 shares at $191.75 Shares delivered to cover tax liability on April 3, 2026

Shares held after transactions 78,873 shares Direct holdings following reported Form 4 activity

Shares after grant, before tax withholding 82,640 shares Direct position immediately after restricted stock award

Key Terms

time-based restricted stock, tax-withholding disposition, Grant, award, or other acquisition, Common Stock, par value $0.01 per share

4 terms

time-based restricted stock financial

"Shares of time-based restricted stock, subject to vesting."

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Common Stock, par value $0.01 per share financial

"security_title": "Common Stock, par value $0.01 per share""

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Gupta Navdeep

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	04/03/2026		A		4,890(1)	A	$0	82,640	D
Common Stock, par value $0.01 per share	04/03/2026		F		3,767	D	$191.75	78,873	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

Explanation of Responses:

1. Shares of time-based restricted stock, subject to vesting.

Remarks:

	/s/ Carlos Clark by Power of Attorney	04/07/2026
	** 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).
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)

FAQ

What insider transaction did DKS CFO Navdeep Gupta report on this Form 4?

Navdeep Gupta reported a routine equity compensation event involving company stock. He received 4,890 shares of time-based restricted stock and had 3,767 shares withheld to cover tax obligations, reflecting standard executive compensation mechanics rather than open-market buying or selling.

How many DKS shares did Navdeep Gupta receive as restricted stock?

Navdeep Gupta received 4,890 shares of time-based restricted stock. These shares typically vest over a defined schedule, meaning he earns full rights over time as continued service conditions are met, aligning his compensation with longer-term performance and retention at DICK'S Sporting Goods.

Why were 3,767 DKS shares disposed of at $191.75 on this Form 4?

The 3,767 DKS shares were disposed of at $191.75 per share to satisfy tax-withholding obligations. This is a tax-withholding disposition, where shares are delivered to cover taxes due on equity awards, not an open-market sale reflecting a discretionary trading decision.

How many DKS shares does Navdeep Gupta hold after these transactions?

After these Form 4 transactions, Navdeep Gupta directly holds 78,873 shares of DICK'S Sporting Goods common stock. This figure reflects his position following the restricted stock grant and the related tax-withholding share disposition reported in the filing for that transaction date.

What does time-based restricted stock mean for DKS executives like Navdeep Gupta?

Time-based restricted stock grants give executives shares that vest over a set period. Recipients, like Navdeep Gupta, generally must remain with the company through future dates to fully own the shares, creating ongoing alignment between executive incentives and shareholder interests at DICK'S Sporting Goods.

Does this DKS Form 4 show open-market buying or selling by the CFO?

This Form 4 does not show open-market buying or selling. It reports a grant of restricted stock and a tax-withholding disposition, where shares are used to pay taxes on the award, a common non-market mechanism in equity compensation rather than a discretionary trade in the public market.