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For the transition period from                     to                    .

 

(Exact name of registrant as specified in its charter)

Delaware						16-1241537
(State or Other Jurisdiction of						(I.R.S. Employer
Incorporation or Organization)						Identification No.)
345 Court Street, Coraopolis, PA						15108
(Address of Principal Executive Offices)						(Zip Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

 

As of November 28, 2025, DICK’S Sporting Goods, Inc. had 66,398,273 shares of common stock, par value $0.01 per share, and 23,570,633 shares of Class B common stock, par value $0.01 per share, outstanding.

INDEX TO FORM 10-Q

			Page Number
PART I. FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			37
PART II. OTHER INFORMATION			38
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39
Item 5. Other Information			39
Item 6. Exhibits			40
INDEX TO EXHIBITS			40
SIGNATURES			41

 

 

DICK’S Sporting Goods, Inc. (together with its subsidiaries, referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is a leading omni-channel sporting goods retailer, offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated teammates, in-store experiences and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, the Company owns and operates Golf Galaxy, Public Lands and Going Going Gone! specialty concept stores and also offers its products online and through its mobile apps. The Company also owns and operates DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping.

On September 8, 2025, the Company completed the acquisition of Foot Locker, Inc. and its subsidiaries ("Foot Locker"), a leading footwear and apparel retailer that expanded the Company's operations to serve the global sneaker community with a portfolio of brands including Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos across North America, Europe, Asia, and Australia, plus a licensed store presence in Europe, the Middle East and Asia. The unaudited condensed consolidated financial statements within this Quarterly Report on Form 10-Q include the results of Foot Locker as a wholly-owned subsidiary of DICK’S Sporting Goods, Inc. from the date of acquisition forward through November 1, 2025. Refer to Note 2 – Acquisition of Foot Locker for further information.

When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or specifies, any reference to “year” is to the Company’s fiscal year.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the requirements for Quarterly Reports on Form 10-Q and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim consolidated financial statements are unaudited and have been prepared on the same basis as the annual audited consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim financial information.

The unaudited interim financial information should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025 as filed with the Securities and Exchange Commission on March 27, 2025 (the Company’s “2024 Annual Report”). Operating results for the 13 and 39 weeks ended November 1, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2026 or any other period.

The Company has updated the following significant accounting policies in the third quarter of fiscal 2025 following the acquisition of Foot Locker. There have not been any other material changes to the significant accounting policies included in the Company’s 2024 Annual Report.

The Company determines inventory cost using different valuation methods across the DICK’S Sporting Goods and Foot Locker segments. For the DICK’S segment, inventory cost is determined using the weighted average cost method and consists of the direct costs of merchandise including freight, net of shrinkage, obsolescence, other valuation accounts and vendor allowances. For the Foot Locker segment, inventory cost is primarily determined using the retail inventory method, and includes freight, distribution center, and sourcing costs. Additionally, inventory cost for the Foot Locker segment is net of shrinkage and valuation reserves when current selling prices have not been marked down to market. Cost determination for Foot Locker merchandise inventories varies by geographic region, primarily including last-in, first out (“LIFO”) for domestic inventories and first-in, first-out (“FIFO”) for international inventories. Merchandise inventories for WSS and atmos banners are determined using the weighted average cost method. Inventories are stated at the lower of cost and net realizable value for inventories determined using weighted average cost, or market, for inventories determined using retial inventory method.

The Company’s Foot Locker segment has international operations and utilizes certain derivative financial instruments, such as cross-currency swap, option, and foreign exchange forward contracts to mitigate foreign currency exposure on merchandise inventory purchases and intercompany transactions. These instruments are recorded in the Company’s Consolidated Balance Sheet at their fair values. For derivatives designated as a hedge, and effective as part of a hedge transaction, the effective portion of the gain or loss on the hedging derivative instrument is reported as a component of other comprehensive income/loss or as a basis adjustment to the underlying hedged item and reclassified to earnings in the period in which the hedged item affects earnings. To the extent derivatives do not qualify or are not designated as hedges, or are ineffective, their changes in fair value are recorded in earnings immediately, which may subject the Company to increased earnings volatility. Cash receipts and payments are classified according to their nature in the statement of cash flows; however, cash flows from a derivative instrument that is accounted for as a fair value hedge or cash flow hedge are classified in the same category as the cash flows from the items being hedged.

In connection with the Foot Locker acquisition, the Company acquired certain defined benefit pension plans, which include two non-qualified pension plans, and postretirement and life insurance plans. Prior to the acquisition of Foot Locker, all Company pension plans were closed to new entrants. Based on retirement date, retirees covered by these plans are charged either the expected full cost of the plan or costs above an annual limit subsidized by the sponsor. Additionally, as part of the Foot Locker acquisition, the Company acquired an executive postretirement medical plan, which is not funded.

Pension benefit obligations and net periodic pension costs are calculated using actuarial assumptions, including the discount rate and expected rate of return on plan assets. The discount rate is determined by reference to the Willis Towers Watson RATE:Link interest rate model that uses bond yield data to calculate an average spot rate for each future year. The model calculates a single discount rate that matches the present value for all future years in aggregate. The Company measures plan assets and benefit obligations using the month-end date that is closest to our fiscal year end. The expected return on plan assets assumption is derived using the current and expected asset allocation of the pension plan assets and considers historical as well as expected performance of those assets.

The acquired pension and postretirement plans had a net underfunded status of $14.9 million as of September 8, 2025, the acquisition date, which was recorded within other long-term assets, accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, consisting of $400.2 million in plan assets and $415.1 million in obligations. The weighted average discount rate used to determine the benefit obligations under the pension and postretirement plans as of September 8, 2025 was 5.2%.

The functional currency of the Company’s international operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed using current exchange rates in effect at the balance sheet date for balance sheet accounts, historical rates for equity accounts and the weighted-average rates of exchange prevailing during the year for revenue and expense accounts. The unearned gains and losses resulting from such translation are included as a separate component of accumulated other comprehensive loss within stockholders' equity.

Merger and integration costs associated with the acquisition of Foot Locker primarily consist of legal and regulatory fees, other professional services, employee retention and severance costs. Merger and integration costs were $138.5 million and $146.6 million for the 13 and 39 weeks ended November 1, 2025. Refer to Note 2 – Acquisition of Foot Locker for further information.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures and are effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its financial disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that adoption of this accounting standard will have on its financial disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which is intended to improve and modernize the accounting for software costs to better align with the evolution of software development. The amendments are effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted as of the beginning of an annual reporting period. The amendments may be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. The Company is currently evaluating the impact that adoption of this accounting standard will have on the Company’s Financial Statements.

On May 15, 2025, the Company announced it entered into a definitive merger agreement (the “Merger Agreement”) to acquire Foot Locker, a leading footwear and apparel retailer (the “Transaction”). Under the terms of the Merger Agreement, Foot Locker shareholders were permitted to elect to receive either (i) $24.00 in cash or (ii) 0.1168 shares of DICK’S Sporting Goods common stock for each share of Foot Locker common stock (“Stock Consideration”). On August 22, 2025, Foot Locker shareholders voted to adopt the Merger Agreement and the deadline to submit elections under the Merger Agreement was August 29, 2025.

On September 8, 2025, pursuant to the Merger Agreement, Foot Locker became a wholly-owned subsidiary of DICK’S Sporting Goods. The Transaction was an opportunity to create a global platform to serve a broader set of athletes through differentiated iconic concepts and robust digital experiences, supported by strong brand partnerships as a combined company, within the growing sports retail industry. Total purchase consideration for the Transaction was $2.5 billion, which was partially funded by cash on-hand in addition to the other components of consideration detailed in the table below:

(1) Represents the fair value of 4.3 million shares of Foot Locker common stock held by the Company prior to the Transaction, which was retired pursuant to the Merger Agreement.

(2) As part of the Transaction, the Company issued 0.5 million replacement equity awards to continuing Foot Locker employees based on the Stock Consideration for a total fair value of $101.4 million. The fair value of replacement awards was apportioned between purchase consideration, attributable to pre-combination vesting quantified in the table above, post-combination expense of $30.7 million to be recognized for vesting over the remaining original vesting period, and $41.7 million of immediate expense recognition for the acceleration of unvested equity awards for certain executives, which was included in merger and integration costs for the 13 and 39 weeks ended November 1, 2025 on the Consolidated Statements of Income.

We have accounted for the Transaction as a business combination under the acquisition method in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. The following table summarizes the preliminary purchase price allocation of the estimated fair values of assets acquired and liabilities assumed as of September 8, 2025:

The fair value of the identifiable intangible assets acquired, tradenames of the Foot Locker business, were estimated by utilizing the relief-from-royalty method, an income approach, utilizing Level 3 inputs and determined to have an indefinite life. Identifiable intangible assets recognized in the Transaction will be tested periodically for impairment as required by ASC 350 Intangibles - Goodwill and Other.

In connection with the Transaction, the Company recorded valuation allowances of $288.5 million as of the acquisition date. These allowances relate to deferred tax assets that are not more likely than not to be realized, primarily those associated with net operating loss carryforwards in certain foreign jurisdictions, along with other net deferred tax assets. The Company also established $49.8 million of net deferred tax liabilities recorded to goodwill on the excess of financial reporting basis over the tax basis of acquired assets. The measurement of these deferred tax liabilities reflects assumptions and estimates inherent in the Company’s preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period in accordance with ASC 805, Business Combinations.

The fair value of assets acquired and liabilities assumed are preliminary and based on the information that was available to management at the time the unaudited consolidated financial statements were prepared. As additional information about the fair value of assets acquired and liabilities assumed is obtained within the measurement period, which will not exceed twelve months from the date of the Transaction, the purchase price allocation may be revised and the impact may be material. The most significant areas of acquisition accounting that are not final are long-lived assets and income taxes, which will impact the total goodwill recognized as well.

Goodwill is calculated as the excess of consideration over the net assets acquired and attributable to future economic benefits expected because of the Transaction, including the assembled workforce of Foot Locker, sales and growth opportunities expanding into new markets, and synergies post-combination. Approximately $25.3 million of the total preliminary goodwill recognized in acquisition accounting is deductible for tax purposes. Goodwill recognized will be tested periodically for impairment as required by ASC 350 Intangibles - Goodwill and Other.

The following table presents changes in the carrying amount of goodwill recorded in the Company’s Consolidated Balance Sheets, summarized by reportable segment, including amounts recognized as part of the Transaction to the Foot Locker reportable segment (in thousands):

The Foot Locker reportable segment contributed net sales of $930.9 million and net loss of $45.1 million to each of the 13 weeks and 39 weeks ended November 1, 2025.

The following unaudited pro forma combined financial information presents the combined results of the Company as if the Transaction had been completed on February 4, 2024. The unaudited pro forma combined financial information is provided for informational purposes only and may not be indicative of the operating results that would have occurred if the Transaction had occurred on February 4, 2024, nor is it indicative of the future results of the Company following the Transaction.

The unaudited pro-forma information for all periods presented includes the following accounting impacts resulting from the Transaction: (i) compensation expense for the fair value of the replacement equity awards; (ii) depreciation expense on property and equipment; (iii) lease expense, including favorable/unfavorable market terms, for acquired leases; (iv) interest expense for the senior notes due 2029; and (v) the elimination of the goodwill impairment charge of $110 million recorded in Foot Locker’s condensed consolidated statement of operations for the 26 weeks ended August 2, 2025. The pro forma net income for the 39 weeks ended November 2, 2024 includes $161.5 million of acquisition-related costs, and the pro forma net income for the 13 and 39 weeks ended November 1, 2025 excludes acquisition-related costs recognized in the respective periods. The unaudited pro forma financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies, or cost savings that may result from the integration costs that may be incurred.

Weighted average common shares outstanding in the calculation of basic and diluted earnings per share for all periods presented was adjusted to include the dilutive effect of 9.6 million shares of DICK’S Sporting Goods common stock issued as consideration for the Transaction.

Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares outstanding, which include stock-based awards, such as restricted stock and stock options.

Dilutive potential common shares for the Company’s stock-based awards are determined using the treasury stock method and are excluded from the computation of earnings per share if their effect is anti-dilutive.

The computations for basic and diluted earnings per common share were as follows for the periods presented (in thousands, except per share data):

For the 13 and 39 weeks ended November 1, 2025, weighted average common shares outstanding included approximately 5.9 million shares and approximately 2.0 million shares, respectively, from the 9.6 million shares of the Company’s common stock and replacement equity awards issued in connection with the Foot Locker acquisition. Refer to Note 2 – Acquisition of Foot Locker for additional information.

ASC 820, “Fair Value Measurement and Disclosures,” outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows:

Level 1:  Observable inputs such as quoted prices in active markets;

Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company records deferred compensation plan assets held in trust at fair value on a recurring basis using Level 1 inputs within other long-term assets on the Consolidated Balance Sheets. Such assets consist of investments in various mutual and money market funds made by eligible individuals as part of the Company’s deferred compensation plans. The liability for compensation deferred under the Company’s plans is included within other long-term liabilities on the Consolidated Balance Sheets.

In connection with the Foot Locker acquisition, the Company acquired derivative financial instruments, which are valued using market-based inputs to valuation models. These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility and therefore are classified as Level 2 instruments.

Assets and liabilities measured at fair value on a recurring basis for the following periods are set forth in the table below (in thousands):

Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at November 1, 2025, February 1, 2025 and November 2, 2024.

Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis include property and equipment, operating lease assets, goodwill and other intangible assets, equity and certain other assets. These assets are required to be assessed for impairment when events or circumstances indicate that the carrying value may not be recoverable, and at least annually for goodwill and indefinite-lived intangible assets. If an impairment is required, the asset is adjusted to fair value using Level 3 inputs.

During the 39 weeks ended November 1, 2025, the Company purchased $119.5 million of investments. These investments consist of $69.5 million of Foot Locker equity securities and $50.0 million for an equity method investment. The fair value of the Foot Locker securities owned by the Company on September 8, 2025 was $111.6 million, which was included in the purchase price consideration as part of the Foot Locker acquisition. The Company recorded non-cash gains of $6.4 million and $42.2 million, during the 13 and 39 weeks ended November 1, 2025, respectively, related to these equity securities within other income on the Consolidated Statements of Income, resulting from net changes in Foot Locker’s underlying stock price during the respective periods. The equity method investment is included within other long-term assets on the Consolidated Balance Sheets. Refer to Note 2 – Acquisition of Foot Locker for additional information.

The Company discloses the fair value of its senior notes due 2029, 2032 and 2052 using Level 2 inputs, which are based on quoted prices for similar or identical instruments in inactive markets, as follows (in thousands):

(1)Includes $18.1 million of senior notes issued by Foot Locker, not exchanged under the Exchange Offer. Refer to Note 7 - Senior Notes for additional information.

The Company leases substantially all of its stores, an administrative office for the Foot Locker segment, ten of its distribution centers including three for the DICK’S Sporting Goods segment and seven for the Foot Locker segment, and certain equipment under non-cancellable operating leases that expire at various dates through 2043. The Company’s DICK’S stores generally have initial lease terms of 10 to 15 years and contain multiple five-year renewal options and rent escalation provisions. The Company’s acquired Foot Locker stores typically have initial lease terms that range from 5 to 10 years, generally contain rent escalation provisions and some of these store leases contain renewal options with varying terms and conditions. These lease agreements provide primarily for the payment of minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance.

Supplemental cash flow information related to operating leases for the 39 weeks ended November 1, 2025 and November 2, 2024 were as follows (in thousands):

						39 Weeks Ended
						November 1, 2025						November 2, 2024
Cash paid for amounts included in the measurement of operating lease liabilities						$	625,569					$	530,658
Non-cash operating lease assets obtained in exchange for operating lease liabilities (1)						$	2,932,939					$	633,487

(1) The current year includes approximately $2.0 billion related to the right-of-use operating lease assets obtained from the Foot Locker acquisition, net of fair value adjustments. Refer to Note 2 - Acquisition of Foot Locker for additional information.

On June 6, 2025, the Company terminated its existing $1.6 billion unsecured revolving credit facility dated January 14, 2022 (the “Existing Credit Facility”) and entered into a new revolving credit agreement (the “Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, and certain other financial institutions party thereto, as lenders, providing for a $2.0 billion unsecured revolving credit facility (the “Credit Facility”), of which $75 million is available for letters of credit. The Credit Facility matures on June 6, 2030, subject to extensions permitted under the Credit Agreement, and allows for $700.0 million in additional incremental borrowing capacity, subject to existing or new lenders’ agreement to provide such additional revolving commitments.

The loans under the Credit Facility bear interest at an alternate base rate or an adjusted secured overnight financing rate (“SOFR”) plus, in each case, an applicable margin which will initially be 0.125% with respect to the alternate base rate and 1.125% with respect to the adjusted SOFR, subject to adjustment based on the Company’s public debt rating. The Credit Facility allows voluntary repayment of outstanding loans at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans. The unused portion of the Credit Facility is subject to a commitment fee of 0.11% per year as of November 1, 2025, which is adjusted based on the Company’s public debt rating. There were no borrowings outstanding under the Company’s revolving line of credit agreements at November 1, 2025 or November 2, 2024. After adjusting for outstanding letters of credit of $26.1 million, the Company’s total remaining borrowing capacity under the Credit Facility was $1.97 billion at November 1, 2025.

The Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for unsecured financings of this type, including negative covenants that, among other things, limit the ability of the Company and certain of its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes and limit the ability of the Company’s non-guarantor subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications. The Credit Agreement also contains a maximum lease-adjusted leverage ratio covenant. The Company was in compliance with all covenants of the Credit Agreement as of November 1, 2025.

On September 11, 2025, the Company completed an offer to exchange (the “Exchange Offer”) any and all outstanding 4.000% senior notes due 2029 issued by Foot Locker (the “Foot Locker Notes”) for up to $400.0 million aggregate principal amount of new 4.000% senior notes due 2029 issued by the Company (the “DICK’S Notes”) and in certain instances, cash, and the related solicitation of consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Foot Locker Notes.

An aggregate principal amount of $381.9 million, or 95.48%, of the Foot Locker Notes were tendered and accepted in the Exchange Offer. The portion of Foot Locker Notes not exchanged, totaling $18.1 million in aggregate principal (collectively, the DICK’S Notes and remaining Foot Locker Notes are the “2029 Notes”), remained an outstanding obligation of Foot Locker, our wholly-owned subsidiary, and subordinate to our other outstanding long-term debt. The debt exchange was not considered an extinguishment of debt as the financial terms of the DICK’S Notes issued by the Company do not substantially differ from the Foot Locker Notes. In connection with the Exchange Offer, the Company solicited and obtained sufficient consents to amend the Foot Locker Notes and the related indenture with the trustee for the Foot Locker Notes to eliminate all restrictive covenants, certain affirmative covenants, and the obligation to repurchase upon change of control from the remaining $18.1 million of Foot Locker Notes outstanding as of September 11, 2025.

The DICK’S Notes were issued under a base indenture, dated as of January 14, 2022 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of September 11, 2025 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank National Association, as trustee. The DICK’S Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment to all of the Company’s existing and future unsecured and unsubordinated debt and other obligations. The Company is required to pay interest on the 2029 Notes semi-annually, in arrears, on April 1 and October 1 of each year, commencing on October 1, 2025.

The Company recorded the 2029 Notes at a fair value of $384.0 million as of September 8, 2025, the acquisition date, which included a fair value adjustment recognized as part of acquisition accounting and consent fees, the total of which will be amortized over the term of the 2029 Notes utilizing the effective interest method. Refer to Note 2 - Acquisition of Foot Locker for additional information. The carrying value of the 2029 Notes as of November 1, 2025 were as follows (in thousands):

(1) Includes $18.1 million of aggregate principal issued by Foot Locker, not exchanged under the Exchange Offer.

The Company may redeem the 2029 Notes in whole or in part, at its option, at any time and from time-to-time prior to, July 1, 2029 (the date that is three months before the maturity date of the 2029 Notes) (the applicable date with respect to the 2029 Notes, the “Par Call Date”), at a “make-whole” price described in the Supplemental Indenture plus accrued and unpaid interest to, but excluding, the redemption date. In addition, on or after the Par Call Date, the Company may redeem the 2029 Notes, in whole or in part, at its option, at any time and from time-to-time, at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

In the event of certain change of control triggering events with respect to the 2029 Notes (subject to certain exceptions), the Company will be required to make an offer to each holder to repurchase all or part of its 2029 Notes at a purchase price in cash equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

The Indenture contains certain covenants that, among other things, restrict the Company’s and certain of its subsidiaries’ ability to incur certain indebtedness secured by liens on certain assets and limit the ability of the Company to make certain fundamental changes, in each case subject to a number of exceptions and qualifications described in the Indenture. The Indenture also provides for customary events of default which, if any of them occur, would permit or require the principal of and accrued interest on the 2029 Notes to become, or to be declared, due and payable, as applicable. The Company was in compliance with all covenants of the Indenture as of November 1, 2025.

The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the following fiscal periods (in millions):

(1)Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear.

(2)Includes athletic shoes for running, walking, tennis, fitness and cross training, basketball and hiking. In addition, this category also includes specialty footwear, including casual footwear and a complete line of cleats for team sports.

(3)Includes the Company’s non-merchandise sales categories, including in-store services, shipping, GameChanger and licensing revenues.

(4)The 13 and 39 weeks ended November 1, 2025 include $930.9 million of net sales for the Foot Locker segment from the acquisition date. Refer to Note 2 - Acquisition of Foot Locker for additional information.

The following table disaggregates net sales by geographic location for the following fiscal periods (in millions):

The Foot Locker acquisition in the 13 weeks ended November 1, 2025 changed the organizational structure of the Company and resulted in a reassessment of reportable segments. Previously, the Company was structured as a single reportable segment entity, however, as a result of the Foot Locker acquisition the Company now has two reportable segments - DICK’S and Foot Locker. The Executive Chairman and the President & Chief Executive Officer together serve as the Chief Operating Decision Maker, or “CODM”, and they both assess the performance of and allocate resources to both reportable segments. In connection with the reorganization due to the Foot Locker acquisition, the measure of segment profit and loss utilized by the CODM changed from net income to segment profit as it is more reflective of the performance of the two reportable segments and is used by the CODM to decide how to reinvest profits across the reportable segments to strengthen a global platform that serves a broader set of athletes through differentiated iconic concepts and robust digital experiences, supported by brand partnerships as a combined company within the growing sports retail industry. Assets by reportable segment are not currently utilized by the CODM to evaluate performance or allocate resources and thus are not disclosed.

See the table below for significant expense categories and amounts for each reportable segment, and the reconciliation to income before taxes, which now incorporates the change in reportable segments for DICK’S and Foot Locker (in thousands):

(1)Occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities, depreciation and certain insurance expenses.

(2)Personnel expenses include wages, salaries, and other forms of compensation related to store and administrative employees within selling, general and administrative expenses.

(3)Cost of merchandise and services sold for the Foot Locker segment includes supply chain costs as part of their application of the retail-inventory method.

(4)Includes expenses associated with advertising, bank card charges, pre-opening expenses, shipping expenses, costs to operate the Company’s internal eCommerce platforms, technology, other store expenses, certain foreign exchange transaction gains and losses, and expenses associated with operating the Company’s Customer Support Center or Foot Locker corporate headquarters. Additionally, other segment items include supply chain costs for the DICK’S segment, which are included in cost of merchandise and services sold for the Foot Locker segment.

(5)Corporate and other expenses include merger and integration costs and non-cash changes in fair value of employee deferred compensation plan investments held in rabbi trusts.

(6)Includes interest income of $12.0 million and $20.5 million for the 13 weeks ended November 1, 2025 and November 2, 2024, respectively and $33.2 million and $61.0 million for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

The following table quantifies depreciation and amortization expense by reportable segment for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024, respectively (in thousands):

The following table quantifies capital expenditures by reportable segment for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively (in thousands):