[SCHEDULE 13G] Foot Locker, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material institutional ownership disclosed: 4,963,086.90 shares reported, representing 5.2% of Foot Locker common stock
• Passive/ordinary-course certification: Item 10 states the securities are held in the ordinary course of business and not to influence control
• Parent/subsidiary relationship disclosed: Exhibit 99.2 identifies Goldman Sachs & Co. LLC as a subsidiary of The Goldman Sachs Group, Inc.

Negative

• None.

Insights

Financial Analyst

TL;DR: Goldman Sachs reports a passive 5.2% stake (4.963M shares) in Foot Locker, exceeding the 5% disclosure threshold but certified as non-control.

The filing shows an aggregate beneficial position of 4,963,086.90 shares (5.2%), with nearly identical shared voting and dispositive figures reported. This is a material disclosure because it crosses the 5% threshold that triggers institutional reporting. The filing is a Schedule 13G and includes explicit certification (Item 10) that the holdings are held in the ordinary course and not to influence control, which frames this as passive ownership rather than an activist or control-seeking position.

Corporate Governance Expert

TL;DR: A joint Schedule 13G from GS Group and its broker subsidiary signals passive institutional ownership above 5% with limited governance intent per the certification.

The document includes a joint filing agreement (Exhibit 99.1) and an Exhibit (99.2) identifying Goldman Sachs & Co. LLC as a subsidiary of The Goldman Sachs Group, Inc. The filer classifies the position as held in the ordinary course and not for control, which reduces immediate governance or takeover concerns. Investors should view this as disclosure of a sizable passive stake rather than an explicit governance move.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOOT LOCKER, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

344849104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 344849104

1

Names of Reporting Persons

THE GOLDMAN SACHS GROUP, INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,962,937.90
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,963,068.90

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,963,086.90

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.2 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 344849104

1

Names of Reporting Persons

GOLDMAN SACHS & CO. LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,962,937.90
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,963,068.90

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,963,086.90

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.2 %

12

Type of Reporting Person (See Instructions)

BD, OO, IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: FOOT LOCKER, INC.
(b)	Address of issuer's principal executive offices: 330 WEST 34TH STREET, NEW YORK, X1,10001
Item 2.
(a)	Name of person filing: THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)	Address or principal business office or, if none, residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)	Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 344849104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s)to Item 11 on the attached cover page(s).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit (99.2)
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE GOLDMAN SACHS GROUP, INC.

Signature:	Name: Veronica Mupazviriwo
Name/Title:	Attorney-in-fact
Date:	07/17/2025

GOLDMAN SACHS & CO. LLC

Signature:	Name: Veronica Mupazviriwo
Name/Title:	Attorney-in-fact
Date:	07/17/2025

Exhibit Information

EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of FOOT LOCKER, INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: 07/17/2025 THE GOLDMAN SACHS GROUP, INC. By:/s/ Veronica Mupazviriwo ---------------------------------------- Name: Veronica Mupazviriwo Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Veronica Mupazviriwo ---------------------------------------- Name: Veronica Mupazviriwo Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group.

FAQ

How many Foot Locker (FL) shares does Goldman Sachs report owning?

The filing reports 4,963,086.90 shares of Foot Locker common stock, representing 5.2% of the class.

Does this Schedule 13G indicate Goldman Sachs is trying to take control of Foot Locker (FL)?

No. Item 10 certifies the securities are held in the ordinary course of business and were not acquired or are not held to influence control of the issuer.

Which entities filed this Schedule 13G for Foot Locker (FL)?

The filing was made jointly by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC.

What voting and dispositive powers are reported?

The filing reports shared voting power of 4,962,937.90 and shared dispositive power of 4,963,068.90.

Is Goldman Sachs & Co. LLC related to The Goldman Sachs Group, Inc. in this filing?

Yes. Exhibit 99.2 states that Goldman Sachs & Co. LLC is a subsidiary of The Goldman Sachs Group, Inc.

What event date is listed that required this Schedule 13G filing?

The filing lists the date of event which requires filing as 06/30/2025.