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 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.
Franklin Bracken, listed as President of Foot Locker, Inc. (FL), reported transactions dated 08/29/2025. He exercised 14,922 employee stock options with an exercise price of $21.60 per share (options granted March 25, 2020; exercisable in three installments beginning March 25, 2021; expiring March 25, 2030). Concurrently he sold 14,922 common shares at a weighted average price of $24.50 per share (sales ranged $24.530–$24.551). Following these transactions the reporting person beneficially owned 213,496 shares. The Form 4 was signed by an attorney-in-fact on behalf of Bracken on 09/02/2025.
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.
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.
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.
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.
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.