DICK'S SPORTING GOODS Completes Asset Acquisition/Disposition

TL;DR

DSK just closed a deal on assets, filing shows.

AI Summary

On September 8, 2025, DICK'S SPORTING GOODS, INC. filed an 8-K report detailing the completion of an acquisition or disposition of assets. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located in Coraopolis, PA.

Why It Matters

This filing indicates a significant corporate action, potentially impacting the company's asset base, financial structure, and future strategic direction.

Risk Assessment

Risk Level: medium — Acquisitions and dispositions inherently carry financial and operational risks that can affect the company's performance.

Key Numbers

• 001-31463 — SEC File Number (Identifies the company's filing history with the SEC.)
• 16-1241537 — IRS Employer Identification Number (Unique identifier for tax purposes.)

Key Players & Entities

• DICK'S SPORTING GOODS, INC. (company) — Registrant
• September 8, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Coraopolis, PA (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ange on which Registered Common Stock, $0.01 par value DKS The New York Stock Ex
• $24 — ection of the holder of such share: (a) $24.00, if an election to receive cash cons
• $222,961,814.59 — DICK'S Sporting Goods common stock and $222,961,814.59 in cash, which DICK'S Sporting Goods fu

Filing Documents

• ef20055283_form8k.htm (8-K) — 43KB
• ef20055283_ex99-1.htm (EX-99.1) — 26KB
• arrow1.jpg (GRAPHIC) — 1KB
• graphic1.jpg (GRAPHIC) — 6KB
• logo1.jpg (GRAPHIC) — 7KB
• 0001140361-25-034244.txt ( ) — 225KB
• dks-20250908.xsd (EX-101.SCH) — 4KB
• dks-20250908_lab.xml (EX-101.LAB) — 21KB
• dks-20250908_pre.xml (EX-101.PRE) — 16KB
• ef20055283_form8k_htm.xml (XML) — 4KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On September 8, 2025 (the "Closing Date"), DICK'S Sporting Goods, Inc., a Delaware corporation ("DICK'S Sporting Goods" or the "Company"), consummated the previously announced merger contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 15, 2025, by and among DICK'S Sporting Goods, Foot Locker, Inc., a New York corporation ("Foot Locker"), and RJS Sub LLC, a New York limited liability company and wholly owned subsidiary of the Company ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Foot Locker (the "Merger"), with Foot Locker surviving as a wholly owned subsidiary of DICK'S Sporting Goods. Merger Consideration At the effective time of the Merger (the "Effective Time"), each share of Foot Locker common stock, par value $0.01 per share ("Foot Locker common stock"), issued and outstanding immediately prior to the Effective Time (other than certain shares of Foot Locker common stock that were held in treasury by Foot Locker or owned by DICK'S Sporting Goods or Merger Sub or owned by direct or indirect subsidiaries of Foot Locker or DICK'S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked or deemed revoked (or if no election was validly made) (the "Cash Consideration") or (b) 0.1168 shares of DICK'S Sporting Goods common stock, par value $0.01 per share ("DICK'S Sporting Goods common stock"), if an election to receive stock consideration was properly made and not properly changed, revoked or deemed revoked (the "Stock Consideration"). The election was not subject to a minimum or maximum amount of Cash Consideration or Stock Consideration. As of the election deadline of 5:00 p.m., Eastern Time on August 29, 2025, the final results of th

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 8, 2025, DICK'S Sporting Goods issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of May 15, 2025, by and among DICK'S Sporting Goods, Inc., RJS Sub LLC and Foot Locker, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, initially filed with the SEC on May 15, 2025 (Film No. 25955909))* 99.1 Press Release of DICK'S Sporting Goods, Inc., dated September 8, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL document) * Certain schedules and exhibits have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DICK'S SPORTING GOODS, INC. Date: September 8, 2025 By: /s/ Navdeep Gupta Na me: Navdeep Gupta Title: Executive Vice President, Chief Fin ancial Officer

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View this 8-K filing on SEC EDGAR