Welcome to our dedicated page for Foot Locker SEC filings (Ticker: FL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings archive for Foot Locker, Inc. (historically NYSE: FL) provides a detailed regulatory record of the company’s life as a public footwear and apparel retailer and its subsequent acquisition by DICK'S Sporting Goods, Inc. Investors and researchers can use these documents to understand Foot Locker’s operations, capital structure, and the steps that led to its transition into a wholly owned subsidiary.
Key filings include Forms 10-K and 10-Q, which contain Foot Locker’s audited and interim financial statements, segment and banner sales data, impairment and reorganization charges, international store actions, and discussions of its "Lace Up Plan" initiatives. These reports also describe store counts by region, licensed operations, and changes in the company’s geographic footprint.
Multiple Forms 8-K document material events, such as the May 15, 2025 announcement of the definitive merger agreement with DICK'S Sporting Goods, preliminary and final first and second quarter 2025 financial results, shareholder approval of the merger, the expiration of the Hart-Scott-Rodino waiting period, and the completion of the merger on September 8, 2025. The September 8, 2025 Form 8-K details the conversion of Foot Locker shares into cash or DICK'S Sporting Goods stock, the change of control, and the treatment of equity awards.
Filings related to trading status and reporting obligations are also central for FL. A Form 25 filed on September 8, 2025 by the New York Stock Exchange notifies the SEC of the removal of Foot Locker common stock from listing and registration under Section 12(b) of the Exchange Act. Subsequently, Form 15 filings dated September 18, 2025 certify the termination of registration under Section 12(g) and suspend Foot Locker’s reporting duties under Sections 13 and 15(d), noting approximately one holder of record.
On Stock Titan, these filings are available with AI-powered summaries that highlight the main points of lengthy documents, such as merger terms, store base updates, impairment explanations, and changes in listing status. Users can quickly see what each 8-K, 10-K, or 10-Q reports, while still accessing the full text of the original SEC submissions for deeper analysis of Foot Locker’s historical FL ticker.
Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. At the effective time of the merger, unvested performance stock units (PSUs) and time-based restricted stock units (RSUs) of Foot Locker were treated per the Merger Agreement and applicable award terms. The reporting person was deemed to acquire 31,231 shares of Foot Locker common stock underlying unvested PSUs and then reported several dispositions of Foot Locker shares totaling 128,532.349 shares across transactions, leaving certain holdings reported as 125,126.411 and other lines reflecting conversions and indirect 401(k) plan interests. Under the Merger Agreement, each outstanding Issuer share was converted into the right to receive either $24.00 in cash or 0.1168 shares of Parent common stock, and RSUs/PSUs were converted into adjusted RSUs equal to the Issuer units multiplied by 0.1168, with former PSUs no longer subject to performance vesting.
Foot Locker, Inc. insider filing by Cynthia Carlisle reports transactions tied to the Merger with DICK'S Sporting Goods that became effective on September 8, 2025. The Form 4 shows an acquisition of 38,568 shares and dispositions of 75,859 and 9,247 shares on that date, and indicates changes to beneficial ownership following those transactions.
The filing explains that at the Effective Time Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods, and outstanding time-based RSUs and PSUs were converted into Adjusted RSUs based on a 0.1168 exchange ratio. PSUs converted to Adjusted RSUs are no longer subject to performance-based vesting. Holders could receive either $24.00 cash per Foot Locker share or 0.1168 shares of Parent common stock, with fractional shares settled in cash. The filing is signed by an attorney-in-fact on 09/08/2025.
Foot Locker director Darlene Nicosia reported changes in beneficial ownership tied to the company's merger with DICK'S Sporting Goods. On 09/08/2025 the merger made Foot Locker a wholly owned subsidiary of DICK'S, and outstanding deferred stock units (DSUs) and time-based restricted stock units (RSUs) held by non-employee directors were cancelled and converted into cash at $24.00 per share. Outstanding common shares were converted into either $24.00 cash per share or 0.1168 shares of DICK'S Sporting Goods common stock at the holder's election, with fractional shares paid in cash.
Franklin Bracken, President of Foot Locker, Inc. (FL), reported multiple share changes tied to the company's merger into DICK'S Sporting Goods. The Form 4 shows a deemed acquisition of 124,759 shares of Foot Locker common stock on 09/08/2025, resulting in 338,255 shares beneficially owned immediately after that transaction. The filing also reports dispositions of 252,150 and 86,105 shares on the same date, with the final line showing 0 shares beneficially owned following the last reported disposition. The filing explains these entries arose because Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods under a Merger Agreement, with outstanding RSUs/PSUs converted into adjusted awards or cash/share consideration at a conversion ratio of 0.1168 or $24.00 cash per share.
Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. The filing shows Jennifer Kraft, EVP and General Counsel, had her unvested performance stock units deemed acquired: 39,081 shares of Foot Locker common stock were treated as acquired at a $0 price, resulting in 88,549 shares reported as beneficially owned immediately after that deemed acquisition. The filing also reports two disposals: 75,551 shares and 12,998 shares, which reduced her direct holdings to 0 shares.
The Merger Agreement converted outstanding RSUs and PSUs into Adjusted RSUs using a conversion factor of 0.1168. PSUs converted to Adjusted RSUs are no longer subject to performance vesting. At the Effective Time each Foot Locker share was converted into either $24.00 cash or 0.1168 shares of Parent common stock, with fractional shares paid in cash.
Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods on September 8, 2025. The Form 4 filed for Michael Baughn, EVP & Chief Financial Officer, reports transactions tied to that merger. 87,616 shares were deemed acquired as the unvested performance stock units converted at the effective time. Time‑based RSUs and PSUs were converted into adjusted RSUs based on a 0.1168 exchange factor, and outstanding Foot Locker shares were converted into either $24.00 in cash per share or 0.1168 shares of Parent common stock. Following the merger‑related conversions and dispositions reported on the form, the filing shows 0 shares of Foot Locker common stock beneficially owned by the reporting person.
Foot Locker director John Venhuizen reported changes in his beneficial ownership due to the company's merger with DICK'S Sporting Goods. At the effective time of the Merger on 09/08/2025, Foot Locker became a wholly owned subsidiary of DICK'S, and outstanding time-based RSUs held by non-employee directors were cancelled and converted into a cash payment equal to the number of shares subject to each RSU multiplied by $24.00. Outstanding common shares were converted into either $24.00 cash or 0.1168 shares of DICK'S common stock at the holder's election. The Form 4 shows Venhuizen disposing of 3,551 and 3,364 shares, leaving 0 shares beneficially owned following the transactions. The form is signed by Erin Conway as attorney-in-fact for Venhuizen.
Virginia Drosos, a Foot Locker director, reported transactions dated 09/08/2025 in connection with the closing of a merger under an Agreement and Plan of Merger dated May 15, 2025. The Form 4 shows two dispositions of Foot Locker common stock totaling 3,551 and 19,647 shares on that date.
At the effective time of the merger Foot Locker became a wholly owned subsidiary of DICK'S Sporting Goods. Outstanding time-based RSUs held by non-employee directors were cancelled and converted into a cash payment of $24.00 per share subject to each RSU. Each share of Foot Locker common stock was converted into either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock (with fractional shares paid in cash).
Foot Locker, Inc. filed a series of Form S-8 registration statements registering shares for multiple employee equity plans and inducement awards. The filings include 10,300,000 shares under the 2007 Stock Incentive Plan (as amended) and 3,000,000 shares under the 2023 Employee Stock Purchase Plan, plus several earlier registrations covering restricted stock units, performance units, option awards and 401(k) plan shares across prior years.
Foot Locker, Inc. filed post-effective amendments to multiple Form S-8 registration statements to deregister any shares of common stock that were previously registered for its employee benefit and equity incentive plans but remain unsold.
The affected registrations cover awards and contributions under various programs, including the Foot Locker 2007 Stock Incentive Plan, several employee stock purchase plans, the Foot Locker 401(k) Plan, and the Foot Locker Puerto Rico 1165(e) Plan, as well as specific inducement award agreements.
The company is taking this step because a merger was completed in which a subsidiary of DICK’S Sporting Goods, Inc. merged with and into Foot Locker, leaving Foot Locker as a wholly owned subsidiary of DICK’S Sporting Goods, and offerings under these plans pursuant to the listed registration statements have been terminated.