Form 8-K
8-K — DICK'S SPORTING GOODS, INC.
Accession: 0001140361-26-037192
Filed: 2026-09-21
Period: 2026-09-21
CIK: 0001089063
SIC: 5940 (RETAIL-MISCELLANEOUS SHOPPING GOODS STORES)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ef20082169_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ef20082169_ex99-1.htm)
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8-K
8-K (Primary)
Filename: ef20082169_8k.htm · Sequence: 1
false000108906300010890632026-09-212026-09-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2026
DICK’S SPORTING GOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-31463
16-1241537
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
345 Court Street, Coraopolis, PA 15108
(Address of Principal Executive Offices)
(724) 273-3400
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on which Registered
Common Stock, $0.01 par value
DKS
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 8.01
Other Events.
As previously disclosed, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company”), completed its acquisition of Foot Locker, Inc. (“Foot Locker”, and such
acquisition, the “Foot Locker Merger”) on September 8, 2025. The Company is filing this Current Report on Form 8-K to provide certain pro forma financial information regarding the Foot Locker Merger for the fiscal year ended January 31, 2026.
Item 9.01
Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company, giving effect to the Foot Locker Merger, for the fiscal year ended January
31, 2026, and the accompanying notes thereto, is filed as Exhibit 99.1 and incorporated herein by reference.
(d)
Exhibits.
Exhibit No.
Description
99.1
Unaudited pro forma condensed combined financial information of DICK’S Sporting Goods, Inc. for the fiscal year ended January 31, 2026, and the accompanying notes thereto.
104
Cover Page Interactive Data File (formatted as inline XBRL document)
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 21, 2026
By:
/s/ Navdeep Gupta
Name:
Navdeep Gupta
Title:
Executive Vice President,
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ef20082169_ex99-1.htm · Sequence: 2
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On September 8, 2025 (“Closing Date”), DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S Sporting Goods”) completed its previously announced
purchase of Foot Locker, Inc., a New York corporation (“Foot Locker”) for total consideration of approximately $2.5 billion (“the acquisition”) consisting of approximately $0.2 billion of cash consideration and approximately 9.6 million shares of
common stock of DICK’S Sporting Goods.
On September 11, 2025, the Company completed its previously announced offer to eligible holders to exchange (the “Exchange Offer”) any and all of Foot Locker’s 4.000%
Senior Notes due 2029 (the “Foot Locker Notes”) for (1) up to $400,000,000 aggregate principal amount of new 4.000% Senior Notes due 2029 issued by DICK’S (the “DICK’S Notes”) and (2) in certain instances, cash, and the related consent solicitation
by Foot Locker (the “Consent Solicitation”) to adopt certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Foot Locker Notes (the “Foot Locker Indenture”). In connection with the settlement of the Exchange Offer, on
September 11, 2025, the Company issued $381.9 million aggregate principal amount of DICK’S Notes, which are unsubordinated unsecured obligations of DICK’S Sporting Goods and bear interest at a rate of 4.000% per annum, maturing on October 1, 2029.
The aggregate principal amount of $18.1 million not exchanged in the Exchange Offer remained as Foot Locker Notes.
The unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) for the fiscal year ended January 31, 2026, are presented as
if the transactions had been completed on February 2, 2025.
The unaudited pro forma condensed combined financial statements have been prepared from (i) the audited consolidated financial statements of DICK’S Sporting Goods contained
in its Annual Report on Form 10-K for the fiscal year ended January 31, 2026, and (ii) the unaudited condensed consolidated financial statements of Foot Locker for the six months ended August 2, 2025 included as Exhibit 99.1 to the Company’s Form 8-K
filed on September 8, 2025 (as amended by Form 8-K/A on September 18, 2025), as well as Foot Locker’s unaudited financial records covering the period from August 3, 2025 through the Closing Date. Certain of Foot Locker’s historical amounts have been
reclassified to conform to DICK’S Sporting Goods’ financial statement presentation.
The unaudited pro forma condensed combined financial statements have been prepared to reflect adjustments to the Company’s historical consolidated financial information
that are (i) directly attributable to the acquisition, (ii) factually supportable and (iii) with respect to the pro forma statements of operations only, expected to have a continuing impact on the Company’s results.
The unaudited pro forma condensed combined financial statements do not include the realization of cost savings from operating efficiencies, revenue synergies or other
integration costs expected to result from the acquisition.
The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting using the accounting guidance in Accounting
Standards Codification 805, Business Combinations (“ASC 805”), with DICK’S Sporting Goods treated as the acquirer.
The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated
results of operations or consolidated financial position of the Company would have been had the transactions occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial
position.
The unaudited pro forma condensed combined financial statements and related notes should be read in conjunction with the separate historical consolidated financial statements and related notes of the Company included in its
Annual Report on Form 10-K for the period ended January 31, 2026, and Foot Locker included as Exhibit 99.1 to the Company’s Form 8-K filed on September 8, 2025 (as amended by Form 8-K/A on September 18, 2025)
Unaudited Pro Forma Condensed Combined Statement of Operations for the Fiscal Year Ended January 31, 2026
DICK’S Sporting Goods,
Inc. (Historical)
Foot Locker, Inc.
for the 26 weeks
ended August 2,
2025 (Historical,
adjusted)(1i)
Foot Locker, Inc.
August 3, 2025
through Closing
Date
Transaction
Accounting
Adjustments
Notes
Pro Forma
Combined
Net sales
$
17,215,120
$
3,647,000
$
919,000
$
-
$
21,781,120
Cost of goods sold, including occupancy and distribution costs
11,547,858
2,699,000
652,000
(32,480
)
(1a
)
14,830,319
(36,059
)
(1c
)
GROSS PROFIT
5,667,262
948,000
267,000
68,539
6,950,801
Selling, general and administrative expenses
4,338,162
1,228,000
223,000
(8,120
)
(1a
)
5,670,652
(390
)
(1b
)
(110,000
)
(1f
)
Merger and integration costs
164,191
15,000
54,000
-
233,191
Pre-opening expenses
69,000
2,000
-
-
71,000
OPERATING INCOME
1,095,909
(297,000
)
(10,000
)
187,049
975,958
Interest expense
64,263
11,000
2,000
2,143
(1d
)
78,372
(1,034
)
(1d
)
Other (income) expense
(110,327
)
(8,000
)
(3,000
)
35,864
(1e
)
(85,463
)
INCOME BEFORE INCOME TAXES
1,141,973
(300,000
)
(9,000
)
150,076
983,049
Provision for income taxes
292,734
101,000
6,000
19,365
(1g
)
419,099
NET INCOME
$
849,239
$
(401,000
)
$
(15,000
)
$
130,711
$
563,950
EARNINGS PER COMMON SHARE:
Basic
$
10.22
$
6.35
Diluted
$
9.97
$
6.21
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic
83,135
5,664
(1h
)
88,799
Diluted
85,144
5,664
(1h
)
90,808
See accompanying notes to unaudited pro forma condensed combined financial statements
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(1a) Reflects adjustment to depreciation expense on a
straight-line basis based on the fair value of property and equipment, net and the related useful lives. Depreciation expense is split between “Cost of goods sold, including occupancy and distribution costs” and “Selling, general and
administrative expenses”.
(1b) Eliminates Foot Locker’s historical stock-based compensation
expense and recognizes new stock-based compensation expense for Foot Locker RSU Awards and Foot Locker PSU Awards that were replaced by DICK’S Sporting Goods RSUs on the Closing Date.
(1c) Reflects the impact on lease expense of the measurement of
acquired leases at fair value on the Closing Date, including an adjustment for unfavorable terms.
(1d) Reflects the reversal of historical amortization of
transaction fees related to both the Foot Locker Notes and Foot Locker’s revolving credit facility, which was recorded in Foot Locker's condensed statement of operations for the 26 weeks ended August 2, 2025 and the impact of a full year of
amortization of the transaction fees and discount associated with the DICK’S Notes and remaining Foot Locker Notes recorded at fair value in connection with the acquisition.
(1e) Eliminates the recognition of a one-time gain associated
with the Company’s investment in Foot Locker that is included in the historical financial statements.
(1f) Eliminates the goodwill impairment charge of $110 million
recorded in Foot Locker's condensed statement of operations for the 26 weeks ended August 2, 2025.
(1g) Reflects the income tax effects of the pro forma adjustments
included in the pro forma statements of operations. The effective tax rate of the combined company could be significantly different from what is presented in these pro forma financial statements for a variety of reasons, including post-merger
activities.
(1h) Reflects the impact of the issuance of approximately 9.6
million shares of DICK'S Sporting Goods common stock as if the acquisition occurred on February 2, 2025.
(1i) Reclassifications. The following reclassifications were made
to conform Foot Locker’s historical financial results to the Company’s presentation on the pro forma financial statements.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the twenty six weeks ended August 2, 2025
(in thousands)
DICK’S Sporting Goods,
Inc.
Foot Locker, Inc.
Foot
Locker,
Inc.
Reclassification
Adjustments
Notes
Foot
Locker,
Inc.
Net sales
Sales
$
3,639,000
$
12,000
(2a
)
$
3,647,000
(4,000
)
(2b
)
Other revenue
12,000
(12,000
)
(2a
)
-
Cost of goods sold, including occupancy and distribution costs
Cost of sales
2,629,000
83,000
(2c
)
2,699,000
(4,000
)
(2b
)
(19,000
)
(2d
)
(9,000
)
(2e
)
19,000
(2f
)
GROSS PROFIT
1,022,000
(74,000
)
948,000
Selling, general and administrative expenses
Selling, general and administrative expenses
926,000
19,000
(2c
)
1,228,000
19,000
(2d
)
9,000
(2e
)
(19,000
)
(2f
)
(2,000
)
(2g
)
291,000
(2h
)
(15,000
)
(2i
)
Depreciation and amortization
102,000
(102,000
)
(2c
)
-
Impairment and other
291,000
(291,000
)
(2h
)
-
Merger and integration costs
15,000
(2i
)
15,000
Pre-opening expenses
2,000
(2g
)
2,000
OPERATING INCOME
(297,000
)
-
(297,000
)
Interest expense
Interest expense, net
5,000
6,000
(2j
)
11,000
Other income
Other expense (income), net
(2,000
)
(6,000
)
(2j
)
(8,000
)
INCOME BEFORE INCOME TAXES
(300,000
)
-
(300,000
)
Provision for income taxes
Income tax expense (benefit)
101,000
101,000
NET INCOME
$
(401,000
)
$
-
$
(401,000
)
(2a) Reclassification from "Other revenue" to "Net Sales".
(2b) Reclass income on liquidated inventory from "Sales" to "Cost of goods sold, including occupancy and distribution costs".
(2c) Reclassification of depreciation expense from "Depreciation and amortization" to "Selling, general and administrative expenses" and "Cost of goods
sold, including occupancy and distribution costs" for non-store assets and store assets, respectively.
(2d) Reclassification of buyers' compensation from "Cost of goods sold, including occupancy and distribution costs" to "Selling, general and administrative
expenses".
(2e) Reclassification of eCommerce payroll from "Cost of goods sold, including occupancy and distribution costs" to "Selling, general and administrative
expenses".
(2f) Net reclassification of $26.4 million of occupancy costs from "Selling, general, and administrative expenses" to "Cost of goods sold, including
occupancy and distribution costs" and $7.4 other store expense from "Cost of goods sold, including occupancy and distribution costs" to "Selling, general, and administrative expenses".
(2g) Reclassification of store pre-opening expenses from "Selling, general, and administrative expenses" to "Pre-opening expenses".
(2h) Reclassification from "Impairment and other" to "Selling, general and administrative expenses".
(2i) Reclass of merger and integration costs from "Selling, general and administrative expenses" to "Merger and integration costs"
(2j) Reclassification of interest income from "Interest expense, net" to "Other expense (income)".
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v3.26.3
Document and Entity Information
Sep. 21, 2026
Cover [Abstract]
Document Type
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Document Period End Date
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Entity File Number
001-31463
Entity Registrant Name
DICK’S SPORTING GOODS, INC.
Entity Central Index Key
0001089063
Entity Incorporation, State or Country Code
DE
Entity Tax Identification Number
16-1241537
Entity Address, Address Line One
345 Court Street
Entity Address, City or Town
Coraopolis
Entity Address, State or Province
PA
Entity Address, Postal Zip Code
15108
City Area Code
724
Local Phone Number
273-3400
Title of 12(b) Security
Common Stock, $0.01 par value
Trading Symbol
DKS
Security Exchange Name
NYSE
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