Every 8-K that Foot Locker, Inc. (FL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FL filings page.
Foot Locker completed a merger into DICK'S Sporting Goods on September 8, 2025. At the closing, each outstanding Foot Locker common share (except certain treasury and related-party shares) was converted into the holder's election of $24.00 cash or 0.1168 DICK'S Sporting Goods shares. Approximately 85.8% of record shares elected stock consideration, 1.2% elected cash, and 12.9% did not make a valid election (non-electing shares received cash). Shares owned by DICK'S were cancelled for no consideration. In-the-money Foot Locker options were cashed out for the intrinsic value; out-of-the-money options were cancelled for no consideration. Most Foot Locker RSU and PSU awards were converted into time-based RSUs of DICK'S Sporting Goods using the 0.1168 exchange ratio, non-employee director RSUs were cashed out, and deferred stock units were converted into the right to receive cash in accordance with award timing and Section 409A constraints.
Foot Locker, Inc. filed a current report describing a procedural step in its previously announced acquisition by DICK’S Sporting Goods, Inc. On September 2, 2025, the companies issued a joint press release with preliminary results of elections made by Foot Locker shareholders about the type of consideration they prefer to receive for their Foot Locker common shares in the transaction.
The report does not detail those election results, but notes that the press release is furnished as an exhibit and incorporated by reference. The filing also includes an extensive reminder that any discussion of the expected benefits, timing, or performance of the combined company is forward-looking and subject to a wide range of business, economic, competitive, and deal-related risks that could cause actual outcomes to differ.
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.
Foot Locker, Inc. reports a key step toward its planned acquisition by DICK’S Sporting Goods, Inc. The companies announced that, effective as of 11:59 p.m. Eastern Time on August 25, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired for the previously announced merger, removing a major U.S. antitrust review hurdle.
The merger is now expected to close on September 8, 2025, subject to remaining customary closing conditions. Foot Locker shareholders of record have until 5:00 p.m. Eastern Time on August 29, 2025 to elect the form of merger consideration they prefer, while participants in the Foot Locker 401(k) Plan and Foot Locker Puerto Rico Savings Plan face an earlier 5:00 p.m. Eastern Time deadline on August 27, 2025 for elections related to plan-held shares.
Foot Locker held a special shareholders' meeting to consider a merger with DICK'S Sporting Goods as set forth in a May 15, 2025 Merger Agreement. Shareholders representing 73,092,401 shares, or 76.58% of the 95,444,721 shares entitled to vote, were present in person or by proxy, constituting a quorum. The meeting considered three proposals: adoption of the Merger Agreement, an advisory vote on merger-related compensation for named executive officers, and a proposal to approve adjournment if additional proxies were needed.
Foot Locker and DICK'S Sporting Goods continue toward a proposed merger in which Foot Locker would become a wholly owned subsidiary of DICK'S. DICK'S filed a Form S-4 on June 23, 2025 (amended July 8) that was declared effective on July 10, 2025, and Foot Locker mailed the definitive proxy/prospectus on July 11, 2025 for a special shareholder meeting scheduled for August 22, 2025.
Foot Locker reported three shareholder complaints filed in New York state court (docket nos. 654332/2025, 654421/2025, 654426/2025) and additional demand letters beginning July 1, 2025. Without admitting liability, Foot Locker voluntarily supplemented the definitive proxy with additional disclosures dated August 11, 2025 to address the Matters and to reduce the risk of delay. The board reviewed Evercore analyses and delivered a written opinion that the $24.00 per share cash price was fair as of May 14, 2025; Evercore’s valuation ranges and alternative scenarios (including downside cases) are disclosed in the supplement.
Foot Locker (FL) Form 8-K – Merger Process Update. On 23 Jul 2025, DICK’S Sporting Goods voluntarily withdrew the pre-merger filing made under the Hart-Scott-Rodino Act for its agreed acquisition of Foot Locker, originally announced 15 May 2025. The withdrawal gives the Federal Trade Commission additional review time; DICK’S intends to refile on ~25 Jul 2025, restarting the statutory 30-day waiting period. Both companies state they are working “constructively” with FTC staff and continue to expect the deal to close in 2H-25, subject to regulatory and shareholder approvals and customary conditions. The filing stresses that HSR withdraw-and-refile is a routine step for complex transactions and does not alter previously disclosed terms.
No financial results were disclosed. The remainder of the report is forward-looking-statement boilerplate and references to the S-4/proxy materials already distributed to Foot Locker shareholders.
Foot Locker, Inc. (NYSE: FL) has advanced its proposed merger with DICK’S Sporting Goods by executing a First Supplemental Indenture on 20 June 2025. The agreement follows DICK’S offer to exchange up to $400 million of Foot Locker’s 4.000% Senior Notes due 2029 for newly issued notes of equal coupon and maturity, plus potential cash. As part of the exchange, eligible noteholders delivered the required consents to remove substantially all restrictive and certain affirmative covenants as well as select events of default from the original 2021 indenture.
The Supplemental Indenture is immediately binding but becomes operative only upon (i) settlement of the exchange offer or (ii) immediately prior to closing of the merger; it will lapse if the merger is not consummated. Once operative, Foot Locker’s debt profile would shift to DICK’S, materially reducing Foot Locker’s standalone leverage, while investors in the exchanged notes would rely on DICK’S credit quality under a lighter covenant package. Exhibit 4.1 (filed with the 8-K) contains the full text of the Supplemental Indenture.