Foot Locker Inc SEC Filings

Foot Locker reported significant non-cash charges and tax adjustments in its Form 10-Q. Management recorded a $140 million impairment of the WSS tradename and a $110 million goodwill impairment due to triggering events tied to lower market capitalization and cash flow forecasts. Additional long-lived asset and lease-related impairments and accelerated amortization totaled $21 million, and reorganization costs were $5 million for the 26 weeks ended August 2, 2025.

The company recognized acquisition-related expenses of $15 million tied to the pending DICK'S Sporting Goods acquisition. Management recorded a $117 million valuation allowance on certain European deferred tax assets in Q1 2025 (adjusted by $1 million in Q2) and wrote off $7 million of deferred tax costs. The effective tax rate was negative 25.5% ($8 million) in Q2 and negative 33.5% ($101 million) year-to-date.

Form 144 filed for Foot Locker, Inc. (FL): The filing notifies a proposed sale of 14,922 common shares, with an aggregate market value of $366,133.08, planned on 08/29/2025 on the NYSE. The shares were acquired by exercise of an option originally granted on 03/25/2020 and are shown as acquired on 08/29/2025; payment is indicated as cash. No other sales in the past three months are reported. The filer represents they are not aware of undisclosed material adverse information about the issuer.

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.

Franklin Bracken, President of Foot Locker, Inc. (FL), reported a disposition of 8,276 shares on 08/24/2025 related to tax withholding upon the vesting of restricted stock units. The transaction shows a price of $26.42 and leaves Mr. Bracken with 213,496 shares beneficially owned after the withholding. The Form 4 was signed by Erin Conway as attorney-in-fact on 08/25/2025 and the filing identifies the disposition code and an explicit explanation that shares were withheld to satisfy tax liabilities from vesting.

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.

Mary N. Dillon, listed as CEO and Director of Foot Locker, Inc. (FL), reported a Section 16 Form 4 filing disclosing a tax-withholding disposition tied to the vesting of restricted stock units on 08/19/2025. The filing states 33,313 shares were withheld and disposed of at an indicated price of $26.18 to satisfy tax liabilities from the vesting event. After this transaction the reporting person beneficially owns 494,778 shares (direct) and 27,649 shares (indirect, by trust). The filing was signed by an attorney-in-fact on 08/20/2025. The document contains no other transactions, derivative activity, or additional commentary.

Schedule 13G summary: The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report beneficial ownership of 4,963,086.90 shares of Foot Locker common stock, representing 5.2% of the class. The filing lists shared voting power of 4,962,937.90 and shared dispositive power of 4,963,068.90.

The filing is a joint Schedule 13G and attaches a joint filing agreement plus an exhibit stating that Goldman Sachs & Co. LLC is a subsidiary of The Goldman Sachs Group, Inc. Item 10 certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control, indicating passive institutional ownership above the 5% disclosure threshold.