Dicks Sporting Goods Inc SEC Filings

Lauren R. Hobart, President & CEO and Director of DICK'S Sporting Goods (DKS), executed multiple equity transactions on 09/29/2025. She exercised 20,083 stock options with an adjusted exercise price of $11.31, resulting in acquisition of 20,083 shares. On the same date she sold a series of blocks totaling 20,083 shares at weighted-average prices ranging from $219.50 to $227.90. Following these transactions the filing reports beneficial ownership of 299,990 shares, down from 320,073 prior to the trades — a net reduction of 20,083 shares. The sales are reported as occurring under a Rule 10b5-1 trading plan for 20,083 shares and include weighted-average price disclosures and explanations of adjusted option pricing.

DICK'S Sporting Goods, Inc. (DKS) reported a proposed sale under Rule 144 of 20,083 common shares held by an insider, with an aggregate market value of $4,432,127.30. The transaction is scheduled to occur on 09/29/2025 through Fidelity Brokerage Services on the NYSE. The filing shows the shares were acquired and paid for on 09/29/2025 by exercise of stock options issued by the company, and the payment method for the sale is listed as wire. The filer reports no other sales in the past three months and includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.

DICK'S Sporting Goods, Inc. filed an amendment to its Current Report on Form 8-K (Amendment No. 1) that supplies exhibit materials and interactive data. The amendment attaches a consent from KPMG LLP relating to Foot Locker, Inc. financial statements and incorporates by reference audited consolidated financial statements for the three-year period ended February 1, 2025, unaudited interim statements for the twenty-six weeks ended August 2, 2025, and unaudited pro forma condensed combined statements as of August 2, 2025. The filing includes the Cover Page Interactive Data File (inline XBRL) and is signed by Navdeep Gupta on September 18, 2025.

DICK'S Sporting Goods, Inc. filed an amendment to its Current Report on Form 8-K (Amendment No. 1) that supplies exhibit materials and interactive data. The amendment attaches a consent from KPMG LLP relating to Foot Locker, Inc. financial statements and incorporates by reference audited consolidated financial statements for the three-year period ended February 1, 2025, unaudited interim statements for the twenty-six weeks ended August 2, 2025, and unaudited pro forma condensed combined statements as of August 2, 2025. The filing includes the Cover Page Interactive Data File (inline XBRL) and is signed by Navdeep Gupta on September 18, 2025.

Form 3 filed for DICK'S SPORTING GOODS, INC. (DKS) by reporting person Ann Freeman discloses no beneficial ownership of DKS securities. The filing lists Freeman's address in Coraopolis, PA and identifies her relationship to the issuer as an officer with the title "President - Foot Locker NA." The form was signed by Alexandria M. Crist by power of attorney and includes Exhibit 24.1 (Power of Attorney).

Form 3 filed for DICK'S SPORTING GOODS, INC. (DKS) by reporting person Ann Freeman discloses no beneficial ownership of DKS securities. The filing lists Freeman's address in Coraopolis, PA and identifies her relationship to the issuer as an officer with the title "President - Foot Locker NA." The form was signed by Alexandria M. Crist by power of attorney and includes Exhibit 24.1 (Power of Attorney).

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.

DICK’S Sporting Goods is providing updated unaudited pro forma financial information that reflects its anticipated acquisition of Foot Locker, now including the fiscal quarter ended August 2, 2025. This follows the company’s earlier launch of an exchange offer for any and all outstanding 4.000% Foot Locker Senior Notes due 2029 in return for up to $400 million aggregate principal amount of new 4.000% Senior Notes due 2029 issued by DICK’S, together with a consent payment.

After receiving the required noteholder consents, Foot Locker entered into a supplemental indenture on June 20, 2025 to adopt amendments that remove most restrictive and certain affirmative covenants and events of default on those notes. The new combined-company pro forma figures are furnished as Exhibit 99.1, and the communication includes an extensive cautionary statement about risks and uncertainties related to the planned transaction and the combined business.

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.