Dicks Sporting Goods Inc SEC Filings

DICK'S Sporting Goods completed an exchange offer on September 11, 2025 allowing eligible holders to swap Foot Locker, Inc.'s 4.000% Senior Notes due 2029 for up to $400,000,000 aggregate principal amount of newly issued DICK'S 4.000% Senior Notes due 2029 and, in certain cases, cash. The exchange offer was unregistered under the Securities Act. Tendered Foot Locker Notes that were accepted will be retired and canceled and will not be reissued; the filing states the aggregate principal amount accepted is shown in a table that is not included in the provided text. The exchange offer expired at 5:00 p.m. New York City time on September 9, 2025. DICK'S also solicited consents on behalf of Foot Locker to adopt proposed amendments to the indenture governing the Foot Locker Notes.

DICK'S Sporting Goods filed a Form S-8 registration statement to register equity awards and related securities under its employee benefit plans. The filing incorporates by reference the company’s prior reports and governance documents, lists certificates and bylaw amendments as exhibits, and includes legal opinions and auditor consents. It describes indemnification under Delaware law for directors and officers and sets undertakings to update the prospectus, file post-effective amendments, and remove unsold securities from registration. The registrant grants powers of attorney authorizing officers to file amendments and related documents on its behalf.

DICK'S Sporting Goods reported the completed merger mechanics with Foot Locker, detailing how Foot Locker equity and awards were converted and paid. Approximately 85.8% of Foot Locker shares elected to receive DICK'S stock and 1.2% elected cash; 12.9% did not make valid elections, including roughly 4.5% owned by DICK'S which were cancelled for no consideration. In-the-money Foot Locker options were cashed out at the excess of the cash consideration over exercise price; out-of-the-money options were cancelled for no consideration. RSU and PSU awards (non-employee directors treated differently) were converted at an exchange ratio of 0.1168 with fractional shares rounded. Total aggregate consideration (excluding award treatments) comprised 9,579,640 million whole shares of DICK'S common stock and $222,961,814.59 in cash, funded from cash on hand. The stock issuance was registered on Form S-4 and the merger agreement is filed as an exhibit.

Elizabeth H. Baran, listed as SVP, General Counsel of Dick's Sporting Goods, reported two changes in her beneficial ownership of DKS common stock. The Form 4 shows a transaction on 09/03/2025 and a second on 09/04/2025. After the 09/03/2025 transaction the report lists 12,458 shares beneficially owned and after the 09/04/2025 transaction 12,448 shares are shown. The reported prices are $210.2 for the first transaction and $0 for the second. The filing is signed by a power of attorney on 09/05/2025.

DICK'S Sporting Goods reported continued top-line growth and completed several strategic financing and corporate actions in the quarter. Net sales rose 5.0% to $3.65 billion driven by a 5.0% comparable sales increase, and net income was $381.4 million, or $4.71 per diluted share. The quarter included non-cash gains of $36.8 million, net of tax, from Foot Locker equity securities and $10.3 million, net of tax, of Foot Locker acquisition-related costs.

The company announced a definitive merger to acquire Foot Locker on May 15, 2025 (expected close September 8, 2025), entered a new $2.0 billion unsecured Credit Facility on June 6, 2025, and held $1.2 billion in cash as of August 2, 2025. Capital expenditures were $526.1 million (26 weeks) and the company repurchased 1.4 million shares for $298.7 million during the period.

Dick's Sporting Goods filed an 8-K reporting a material event concerning a proposed transaction with Foot Locker. The filing attaches a joint press release dated August 26, 2025, and references a registration statement declared effective on July 10, 2025, a final prospectus filed July 11, 2025, and a definitive proxy statement mailed July 11, 2025. The companies note these SEC filings contain important information about the transaction and urge investors to read the registration statement, prospectus and proxy statement available on the SEC website and the companies' investor sites. The filing states additional documents may be filed and emphasizes this communication is not a substitute for the definitive SEC materials.