[8-K] Foot Locker, Inc. Reports Material Event

Rhea-AI Filing Summary

On August 27, 2025, Foot Locker, Inc. filed a Current Report on Form 8-K stating that it issued a press release announcing its financial results for the second quarter ended August 2, 2025. The filing notes the press release is furnished as Exhibit 99.1 and is incorporated by reference into the report, and it clarifies that the Item 2.02 information and Exhibit 99.1 are furnished, not "filed," for purposes of Exchange Act Section 18 and are not automatically incorporated by reference into other filings unless specifically referenced.

Positive

• Timely disclosure of second-quarter results via a furnished press release for the period ended August 2, 2025
• Compliance with Item 2.02 by furnishing Exhibit 99.1, which satisfies routine reporting obligations

Negative

• Filing does not include financial figures; the 8-K text lacks revenue, net income, or other metrics
• Substantive information located only in Exhibit 99.1, which is not provided here, limiting immediate investor assessment

Insights

Securities Analyst

TL;DR Foot Locker furnished a press release with Q2 results but did not include financial details in the 8-K text.

The company satisfied disclosure requirements by furnishing a press release as Exhibit 99.1 reporting results for the quarter ended August 2, 2025. This is a routine use of Item 2.02 to communicate quarterly performance to investors and the market. Because the 8-K text does not include the underlying financial figures, analysts must review Exhibit 99.1 to assess revenue, profit, and other metrics. The filing's legal language clarifies limited statutory "furnished" treatment, which affects reliance and incorporation in future filings.

Corporate Governance Expert

TL;DR The form complies with disclosure norms but provides limited standalone information; the exhibit contains the substantive data.

The 8-K follows standard practice by furnishing the press release under Item 2.02 and including the non-incorporation caveat to limit Section 18 liabilities. From a governance perspective, timely disclosure of quarterly results is appropriate. However, the absence of the press release text in the provided content means the filing alone does not inform stakeholders of the actual financial outcomes, metrics, or management commentary that would influence governance assessments.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 27, 2025

Foot Locker, Inc.

(Exact name of registrant as specified in charter)

New York	1-10299	13-3513936
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

330 West 34th Street, New York, New York (Address of principal executive offices)	10001 (Zip Code)
Registrant’s telephone number, including area code: (212) 720-3700
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		FL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On August 27, 2025, Foot Locker, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the second quarter ended August 2, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which, in its entirety, is incorporated herein by reference.

The information contained in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.

Exhibit No.	Description
99.1	Press Release, dated August 27, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOOT LOCKER, INC.
Date: August 27, 2025	By:	/s/ Michael Baughn
		Name:	Michael Baughn
		Title:	Executive Vice President and Chief Financial Officer

FAQ

What did Foot Locker (FL) disclose in this Form 8-K?

Foot Locker stated it issued a press release announcing financial results for the second quarter ended August 2, 2025 and furnished that press release as Exhibit 99.1.

Does the 8-K include the actual financial results for Q2 2025?

No. The 8-K text references a press release with the results but does not include the underlying financial figures in the filing text provided.

What is Exhibit 99.1 in this filing?

Exhibit 99.1 is the press release announcing Foot Locker's second-quarter 2025 financial results; it is furnished with the 8-K.

Is the press release "filed" under Section 18 of the Exchange Act?

No. The filing states the Item 2.02 information and Exhibit 99.1 are furnished, not "filed," for purposes of Section 18 and are not incorporated by reference except by specific reference.

When was this Form 8-K signed?

The filing bears the date August 27, 2025.