DKS 10-K & 10-Q changes, risk factors and insider trading
Dick's Sporting Goods, Inc. · NYSE · Retail-Miscellaneous Shopping Goods Stores · CIK 1089063 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Fluctuations in product costs and availability could adversely affect our business, financial condition, and results of operations.”
New heading “Our reliance on products manufactured outside the United States and our significant international operations expose us to numerous global economic, political, regulatory, and supply‑chain risks that could materially and adversely affect our sales, profitability, results of operations, and financial condition.”
New heading “Our future growth may depend on the Foot Locker Business’s ability to expand its market share in international markets, including through licensed or franchise arrangements, and failure to do so could adversely affect our business, financial condition, and results of operations.”
New heading “Evolving environmental, social and governance (“ESG”) standards, regulatory requirements, stakeholder expectations and related political and social dynamics may increase our costs, subject us to additional risks and adversely affect our business, reputation and financial performance.”
New heading “We may not realize the anticipated benefits of the Foot Locker transaction or other strategic alliances, acquisitions or investments, and integration challenges or other risks associated with such transactions could adversely affect our business.”
New heading “Our indebtedness and the terms of our debt instruments, together with potential constraints in the capital markets, could adversely affect our business, financial condition and results of operations, and may limit our flexibility to respond to changing business and economic conditions.”
New heading “Material changes in the value or liquidity of the securities and other investments we hold may adversely affect our business, financial condition, results of operations, and future capital requirements.”
Removed heading “Fluctuations in product costs and availability due to inflationary pressures, tariffs, currency exchange rate fluctuations, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations.”
Removed heading “A significant amount of our products are manufactured abroad, which subjects us to various international risks and costs, including foreign trade issues, tariffs, currency exchange rate fluctuations, shipment delays and supply chain disruptions, and political instability, which could cause our sales and/or profitability to suffer.”
Removed heading “Changes to environmental, social and governance matters may impact our business and reputation.”
Removed heading “We may pursue strategic alliances, acquisitions or investments and the failure of an alliance, acquisition or investment to produce the anticipated results or the inability to successfully integrate the acquired companies could have an adverse impact on our business.”
Removed heading “Our ability to operate and expand our business and to respond to changing business and economic conditions is dependent upon the availability of adequate capital. In addition to certain restrictions imposed by the terms of existing debt instruments, weakness in the capital markets could also negatively impact our access to capital.”
Removed heading “Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under our indebtedness or we may experience a financial failure.”
Removed heading “Provisions in the indenture governing the Senior Notes could delay or prevent an otherwise beneficial takeover of us.”
Largest changes
“Our business depends on consumer discretionary spending, which can be adversely affected by many factors outside of the Company’s control, including general economic conditions, such as inflation and/or prolonged inflationary pressures; elevated interest rates and recessionary pressures; adverse changes in consumer disposable income; consumer confidence and perception of economic conditions, including as a result of new and shifting economic policies; …”see in full comparison
“We are subject to a wide array of laws and regulations that expose us to compliance and litigation risks that could negatively affect our operations and financial results. …”see in full comparison
“Negative publicity or perceptions involving us or our brands, products, vendors, foreign manufacturers, spokespersons, influencers, marketing and other partners, or failure to detect, prevent, mitigate or address issues giving rise to reputational risk, could adversely impact our reputation, business, results of operations, and financial condition, and may adversely impact our ability to attract and retain athletes and teammates. …”see in full comparison
“Fluctuations in product costs and availability due to inflationary pressures, tariffs, currency exchange rate fluctuations, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations.”see in full comparison
see in full comparisonFurther,Maintainingthecompliancedatawith these obligations may require significant resources, ongoing enhancements to our privacy and cybersecurityregulatory environment is constantly changing, with newprograms, andincreasingly rigorous and complex requirements. Maintaining our compliance with those requirements, including state and local consumer privacy laws and federal cybersecurity disclosure requirements, may require significant effort and cost, requirechanges to our businesspractices,practices.andEvolving regulations may limit our ability to collect and use dataneededto enhance and personalizetheour customerexperienceexperience,or othersupport marketing and advertising activities, ortoexecuteourstrategic initiatives.In addition, failureFailure to comply with applicablerequirementslaws or regulations, or to respond appropriately to a data‑security incident, couldsubjectresultusintoseverefines,penalties, sanctions, governmental investigations,lawsuits,consumeror damage our reputation with customerslitigation, andunderminereputationalcustomer trust.harm.
“Our business is subject to a broad, increasingly complex and sometimes conflicting array of U.S. federal, state, local, and foreign laws and regulations. As regulatory expectations increase globally, we are required to devote substantial resources to develop and maintain internal compliance programs, monitoring systems, reporting structures, and controls. …”see in full comparison
Full comparison: every changed paragraph (144)
Our business depends on consumer discretionary spending, and are sensitive to changes in global macroeconomic conditions outside of our control, including inflation, prolonged inflationary pressures and measures taken to curb inflation; elevated interest rates and recessionary pressures; changes in consumer disposable income consumer confidence and debt burdens; perceptions of global economic stability (including in response to shifts in government policies); and wage and unemployment levels. These conditions can cause consumers to reduce or postpone discretionary purchases, resulting in lower traffic, reduced comparable sales, and decreased average value per transaction across our business.
Geopolitical developments may also adversely affect our business and financial results. Ongoing conflicts and tensions —such as those in the Middle East (particularly the recent U.S. military operations in Iran), Ukraine and Venezuela—and the threat or outbreak of additional conflicts, war, terrorism, or public unrest may create economic instability, disrupt supply chains, increase fuel and transportation costs, or elevate cybersecurity risks. Such developments continue to introduce uncertainty regarding long‑term trade and economic conditions in the European Union and other markets, which may particularly affect our Foot Locker Business given its international footprint.
In response to reduced demand, we may need to increase promotional activity or adjust pricing strategies, which could negatively impact our planned sales levels and gross margins. A sustained reduction in consumer spending or an extended period of economic instability could adversely affect our business, operations, liquidity, financial condition, and results of operations.
Our business depends on consumer discretionary spending, which can be adversely affected by many factors outside of the Company’s control, including general economic conditions, such as inflation and/or prolonged inflationary pressures; elevated interest rates and recessionary pressures; adverse changes in consumer disposable income; consumer confidence and perception of economic conditions, including as a result of new and shifting economic policies; geopolitical conflicts (including the conflicts in the Ukraine and the Middle East) and the threat or outbreak of further conflicts, war, terrorism or public unrest; wage and unemployment levels; consumer debt and the rising costs of basic necessities and other goods; pandemics, epidemics, contagious disease outbreaks and other public health concerns. An adverse impact on consumer discretionary spending, whether as a result of any of these or other factors, may result in a decrease in athlete traffic, comparable sales, and average value per transaction and might cause us to utilize pricing strategies that will have a negative impact on our gross margins, all of which could negatively affect the Company’s business, operations, liquidity, and financial results, particularly if consumer spending levels are depressed for a prolonged period of time.
Intense competition in the sporting goods industry and inretail retailindustries could limit our growth and reduce our profitability.
TheWe marketoperate forin sporting goods retailers isa highly fragmented, intensely competitive,competitive and continuallyrapidly evolving.evolving global marketplace. We operate a number of different store formats and compete with an expanding set of retailers fromand other potential competitors across multiple categoriesformats and in multiple channels, channels—including largelarge-format, formats;specialty and traditional and specialty formatsretailers; mass merchants; department stores; internet-basedand online and direct-selldirect‑to‑consumer retailers;sellers, andincluding fromvendors. vendorsMany thatof sell directly to customers. Ourour competitors include companies that have greatersignificant international, national, regionalregional, and/or local market presence (both brickpresence, and mortar and online),their name recognition, and financial, marketing, technological, and other resources thanallow we do. An inabilitythem to meaningfully compete with our business across various channels. Our ability to effectively and successfully respond to competitive pressures couldmay haveadversely a material adverse effect onaffect our results of operationsoperations, profitability or reputation. In addition, our industry is experiencing continued technological developments and innovations (including the use of artificial intelligence (“AI”) and machine learning); if we are unable to provide enhancements and new features to our existing platforms or innovate quickly enough to keep pace with our industry peers, our business could be harmed.
Consumers can compare prices and product offerings in real time, increasing pressure on us to maintain competitive pricing, differentiated assortments and compelling marketing programs. If our varied marketing and advertising strategies, particularly across digital and social media channels, are unsuccessful, we could lose customers and experience declining sales. In addition, the retail industry is undergoing continued technological innovation and disruption—including increased use of artificial intelligence (“AI”) and machine learning. If we cannot innovate, enhance our platforms or adopt new technologies at a pace consistent with consumer expectations and industry developments, our business could be harmed.
Fluctuations in product costs and availability could adversely affect our business, financial condition, and results of operations.
Our product costs depend in part on the cost and availability of raw materials and component inputs. Significant increases in those costs—whether due to trade tensions, shifting tariff policies in key sourcing countries like China, Mexico, and Canada (including recently enacted tariffs and potential additional shifts in tariff policies in the future), currency fluctuations, material shortages, supply chain disruptions, or other factors—could increase manufacturing and other costs for both our own private brand merchandise and the products we purchase from our vendors. These factors could also compel us to seek alternative suppliers, take pricing actions, modify operations, or take other actions that may not fully mitigate the associated cost increases, and our sales, margins, and profitability could be adversely affected.
Our business also depends heavily on third‑party transportation providers to move products (including those manufactured overseas). Transportation availability and other sourcing costs are influenced by fuel price volatility, extreme weather conditions, geopolitical conflicts and tensions as discussed above, acts of war or terrorism, port congestion, government shutdowns, labor disputes, regulatory changes, inspections, and other disruptions to global trade routes, shortages of qualified transportation personnel, and limited availability of aircraft, ships, trucks, and rail equipment. In particular, the military conflict recently launched in Iran has had, and may continue to have, adverse impacts on global trade with respect to goods passing through the Strait of Hormuz and material supply chain disruptions resulting in significant increases in oil and fuel prices globally. Increased demand for transportation services and spikes in fuel prices have resulted in higher transportation costs for us and our vendors, and continued volatility could further pressure our operating results. Any inability by us or our vendors to secure adequate and timely transportation resources at competitive rates or to otherwise obtain sufficient quantities of merchandise at acceptable cost on a timely basis could delay product flow, result in shipment delays, disrupt inventory levels, and negatively impact our ability to serve customers, any of which may adversely affect our sales, profitability, and customer experience.
Our reliance on products manufactured outside the United States and our significant international operations expose us to numerous global economic, political, regulatory, and supply‑chain risks that could materially and adversely affect our sales, profitability, results of operations, and financial condition.
A substantial portion of our merchandise, including most of our vertical brand merchandise, is manufactured abroad. As a result, our business is subject to a broad range of risks inherent in international sourcing and global retail operations, including changes in import duties, quotas, tariffs, and other trade restrictions; the potential introduction or expansion of taxes on imported goods; the loss of favorable trade status; trade remedy actions; geopolitical tensions; and other trade restraints affecting the countries where our vendors and manufacturers operate. Heightened political and economic uncertainty may further disrupt global trade flows, limit access to vital trade routes, or affect the availability and cost of imported goods.
In addition, imported products are often subject to excise duties, sales taxes, and value‑added taxes, and our international retail operations are subject to various taxes in foreign jurisdictions. Changes in duty structures, tax rates, or tax legislation—including indirect‑tax reforms, digital services taxes, or customs‑valuation rules—could increase the cost of goods sold or operating expenses. Foreign manufacturers’ pricing may also be affected by local currency movements relative to the U.S. dollar, as well as changes in the cost of raw materials, which could further increase our product costs and negatively impact our margins.
Further, the ability of consumers to compare prices and product offerings in real-time puts additional pressure on us to maintain competitive pricing and product assortments. If we are unsuccessful in our varied marketing and advertising strategies, especially via online and social media platforms, we could lose athletes and our sales could decline. An inability to otherwise successfully respond to competitive pressures could have a material adverse effect on our results of operations, reputation or profitability.
Fluctuations in product costs and availability due to inflationary pressures, tariffs, currency exchange rate fluctuations, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations.
Our product costs are affected, in part, by the costs and availability of component materials. A substantial increase in the prices of raw materials or commodities used in the products we sell, whether due to tariffs (including tariffs recently enacted or that may be enacted in the future by the federal government or by other countries in response to U.S. tariffs), a strengthening of the U.S. dollar relative to certain foreign currencies, material shortages, supply chain disruptions or otherwise could increase the costs associated with manufacturing our products and the products that we purchase from our vendors. Significant increases in the prices of raw materials and commodities and our ability to pass these increases on to our athletes or manage increased costs by other means may affect our sales and profitability.
We rely upon third-party transportation to deliver products from vendors and our manufacturing facilities to our distribution centers, from our distribution centers to our stores, and directly to our athletes using our omni-channel platform. Consequently, our results may be adversely affected by those factors impacting transportation, including the price of fuel, slower transport times resulting from geopolitical conflicts (including the conflicts in Ukraine and the Middle East) and the threat or outbreak of further conflicts, war, terrorism or public unrest and other challenges impacting ocean trade routes, and the availability of aircraft, ships, trucks, trains, and qualified personnel to operate them. The price of fuel and demand for transportation services has fluctuated significantly in recent years and has resulted in increased transportation costs for us and our vendors.
Labor and employee shortages in the transportation industry could negatively affect transportation costs and our ability to supply our stores and deliver to our athletes in a timely manner. Our business is also highly dependent on the shipping and trucking industry to deliver products to our distribution centers, our eCommerce fulfillment centers, our stores and our athletes. Our results of operations may be adversely affected if we, or our vendors, are unable to secure adequate and timely transportation resources at competitive prices to fulfill our delivery schedules to our distribution centers, our eCommerce fulfillment centers, our stores or our athletes. Further, difficulties in moving products manufactured overseas through established trade routes and then through the ports of North America, whether due to ongoing geopolitical conflict or other global or regional conflicts, changes in global economic policy, port congestion or inaccessibility, government shutdowns, labor disputes, product regulations and/or inspections, changes in laws or other factors, including natural disasters, or health pandemics, could negatively affect our business.
A significant amount of our products are manufactured abroad, which subjects us to various international risks and costs, including foreign trade issues, tariffs, currency exchange rate fluctuations, shipment delays and supply chain disruptions, and political instability, which could cause our sales and/or profitability to suffer.
Many of the products that we purchase, as well as most of our vertical brand merchandise, are manufactured abroad. Foreign imports subject us to risk relating to changes in import duties and quotas, the introduction of U.S. taxes or tariffs (including tariffs recently enacted or that may be enacted in the future by the federal government or by other countries in response to U.S. tariffs) on imported goods or the extension of U.S. income taxes on our foreign suppliers’ sales of imported goods through the adoption of destination-based income tax jurisdiction, loss of “most favored nation” status with the U.S., freight cost increases and economic and political uncertainties and conflict. We may also experience shipment delays caused by shipping port constraints (including inaccessibility to or delays on vital trade routes), labor strikes, work stoppages, acts of war, terrorism and global conflicts, or other supply chain disruptions, including those caused by extreme weather due to changing climate conditions or otherwise, natural disasters, and pandemics and other public health concerns.
If any of these or other factors, including heightened tensions between the U.S. and foreign nations, including China and Russia, as well as other regions of U.S. national security concern, such as the Middle East, were to cause a disruption of trade through the imposition of sanctions, additional tariffs, geopolitical risk, trade remedy action, trade route inaccessibility, or other restraints on trade from the countries in which our vendors’ supplies or our vertical brand products’ manufacturers are located, our inventory levels may be reduced and/or the cost of our products may increase. We may need to seek alternative suppliers or vendors, raise prices, or make changes to our operations, any of which could have a material adverse effect on our sales and profitability, results of operations and financial condition. Also, the prices charged by foreign manufacturers may be affected by the fluctuation of their local currency against the U.S. dollar and the price of raw materials, which could cause the cost of our products to increase and negatively impact our sales or profitability.
If we are unable to predictanticipate or respond effectively react to changes in consumer demanddemand, preferences, fashion trends or shopping patterns, we may lose athletes and our sales and profitability may decline.be adversely affected.
Our success depends on our ability to anticipate and respond in a timely manner to changing consumer demand, preferences and fashion, and cultural trends, as well as evolving shopping patterns across digital and in‑store channels of our business and international markets. We operate a fully omni‑channel business model and must meet customers’ expectations for appealing and consistent online experiences; localized and differentiated assortments; premium products; elevated customer service; fast, accurate and reliable delivery and pickup options; and convenient returns. Consumer expectations and shopping behaviors continue to evolve rapidly and vary across geographic and demographic groups, and these factors could be particularly pronounced within the global multi-cultural nature of our customer base with respect to the Foot Locker Business. If we do not provide an omni‑channel experience that aligns with customer expectations, our results of operations could be adversely affected. Our need to make advanced merchandise purchase commitments can limit our ability to adjust quickly to changes in demand or fashion trends. If we misjudge consumer preferences or the market for our merchandise, we may experience significant markdowns, lower margins, missed sales opportunities and inventory write‑downs.
The athletic footwear and apparel industry, particularly at the premium end of the market, is driven by fashion and cultural trends, changing consumer preferences and product innovation. We rely on our suppliers to maintain product innovation and to anticipate shifts in consumer tastes across the various geographic regions of our operations. We cannot guarantee that our merchandise selection will accurately reflect consumer preferences when offered for sale or that we will be able to identify and respond quickly to changes in fashion trends, especially given the long lead times required to source much of our product. Failure by us—or by our suppliers—to anticipate, identify or react appropriately to changes in fashion trends or consumer preferences could materially adversely affect our business, financial condition and results of operations.
Our success depends in part on our ability to anticipate and respond in a timely manner to changing consumer demand, preferences and trends, and shopping patterns, which are subject to continual change and evolution. We have adopted a fully omni-channel business model, as we strive to deliver a seamless shopping experience to our athletes through both online and in-store shopping experiences. For example, we must meet athletes’ expectations with respect to, among other things, creating appealing and consistent online experiences while also offering localized assortments of merchandise to appeal to local/regional geographic and demographic tastes; offering differentiated and premium products and desirable in-store experiences; delivering elevated customer service; and providing fast, accurate and reliable delivery and pick-up, and convenient return options. Our athletes have expectations about how they shop in stores or through eCommerce or more generally engage with businesses across different channels or media (through online and other digital or mobile channels, including social media), which may vary across demographics and may evolve rapidly. If we are unable to provide an omni-channel shopping experience across all channels that aligns with our athletes’ expectations and preferences, it could have an adverse impact on the results of our operations.
We often make advanced commitments to purchase products, which may make it more difficult for us to adapt to rapidly evolving changes in consumer preferences and trends. The COVID-19 pandemic created a shift in consumer demand, resulting in an increase in demand in certain categories, and a shift toward athletic apparel, athleisure, and active lifestyle products. It is uncertain whether or the extent to which these trends will continue.
Furthermore, ongoing supply chain challenges as a result of geopolitical conflicts in Ukraine and the Middle East, a rapidly evolving global economic policy landscape and other factors may make it difficult to obtain certain in-demand products. Our sales could decline significantly if we misjudge the market for our new merchandise, which may result in significant merchandise markdowns and lower margins, missed opportunities for other products, and inventory write-downs.
Our vertical brand offerings and new specialty concept stores expose us to potential increased costs, risks related to innovation and prediction of consumer trends and demand, athletecustomer experiences, third party liability and proprietary rights, competition and certain additional risks.
We develop and offer our athletescustomers exclusive vertical brand products, particularly within our DICK’S Business, which generally carry higher margins than equivalent third-party products. Our vertical brand products that represent approximately 13% of our overall sales,sales generallywithin carrythe higherDICK’S margins than equivalent national brand products, and are not available from other retailers.Business. We expend considerable resources to develop new brands and continually seek to improve and expand our vertical brand offerings. Unexpected or increased costs or delays in development of a brand, excessive demands on management resources, legal or regulatory constraints, and changes in consumer demands and shopping patterns regarding sporting goods and active lifestyle products, or a determination that consumer demand no longer supports a brand could cause us to curtail or abandon any of our newvertical brandsbrand at any time,products, which could result in asset impairments and inventory write-downs. Additional risks relating to our vertical brand offerings include increased potential product liability and product recalls for which we do not have third-party indemnification or other contractual rights or remedies (including product safety concerns); increased reputational risks related to the responsible domestic and international sourcing of our vertical brand products; increased costs for labor or raw materials used to manufacture products; our ability to successfully protect our proprietary rights (e.g., defending against counterfeit or unauthorized goods); our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; our ability to anticipate consumer trends and styles; and our ability to utilize talent and other generational advertising techniques to reach the relevant market specific to each vertical brand.
We have also developed and may in the future develop and introduceintroduced new store concepts and formats or expand upon existing formats, including new store developments, relocations and remodels with respect to our DICK’S House of Sport stores, DICK’S Field House stores and Golf Galaxy Performance Centers,Centers within our DICK’S Business, as well as expanding or making improvements within our existing stores, including the pilot of a more focused product assortment within our Foot Locker Business which we’re referring to as our Fast Break initiative, which require considerable resources, and there is no assurance that these initiatives will be successful. We have also included a variety of experiential opportunities in our current store concept offerings,offerings for our DICK’S Business, such as climbing walls, batting cages, fields, ice rinks, group fitness activities and other in-person activations. Issues that may pose potential risks for our new store concepts, formats and enhanced experiential opportunities include: increased potential liability for bodily injury to athletescustomers or teammatesemployees; increased liability for property damage; increased costs for implementing, installing, building, repairing, and maintaining our experiential concepts or creating new concepts; our ability to attract and retain teammatesemployees with specific skill sets as it relates to experiential concepts; our ability to anticipate consumer trends or engaging activities across segments and international markets; increased reputational risks related to community involvement, giving, and other activations at a localized level; increased risk related to competitors attempting to create similar concepts to gain market share; and our ability to successfully administer and comply with obligations under license agreements that we have with third-party licensors of certain brands.
Harm to our reputation could adversely impact our ability to attract and retain athletescustomers and teammates.employees.
Negative publicity or perceptions involving us, our brands, products, or individuals or entities associated with us, or failure to detect, prevent, mitigate or address issues giving rise to reputational risk, could adversely impact our reputation, business, results of operations, and financial condition, and may adversely impact our ability to attract and retain customers and employees. Issues that might pose a reputational risk include any of the risks enumerated in these risk factors. Furthermore, the prevalence of social media and potential misinformation may accelerate and in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.
Negative publicity or perceptions involving us or our brands, products, vendors, foreign manufacturers, spokespersons, influencers, marketing and other partners, or failure to detect, prevent, mitigate or address issues giving rise to reputational risk, could adversely impact our reputation, business, results of operations, and financial condition, and may adversely impact our ability to attract and retain athletes and teammates. Issues that might pose a reputational risk include: an inability to provide an omni-channel experience that meets the expectations of consumers; failure of our cybersecurity measures to protect against data breaches, ransomware or other attacks or failure to adequately diagnose and disclose such breaches or attacks in accordance with applicable requirements; failure of our data governance and privacy programs to protect against data misuse or negative teammate or customer perceptions regarding the ways we collect and use data, or to maintain the legally required mechanisms for customers to access and make choices regarding their data; product liability, recalls, and boycotts; our handling of issues relating to our corporate responsibility matters and our responses thereto; our social media activity; failure to comply with applicable laws and regulations (including those in other countries where we manufacture goods); our policies related to the sale of firearms and accessories; public stances on controversial social or political issues; product sponsorship relationships, including those with celebrity and athlete spokespersons, influencers and other partnerships or group affiliations; our real estate strategy and selection of new store openings or relocations and new store concepts; concerns surrounding labor, environmental, workplace safety and other practices that may vary from U.S. standards in any of our foreign manufacturers, whether directly or indirectly; and any of the other risks enumerated in these risk factors. Furthermore, the prevalence of social media and a constant, on-demand news cycle may accelerate and in the short-term increase the potential scope of any negative publicity we or others might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.
Our ability to successfully implement and execute our strategic plans and initiatives, including the ongoing integration of the Foot Locker Business, depends on many factors, some of which are out of our control. For additional risks related to the integration of the Foot Locker Business, see the risk factor captioned “We may not realize the anticipated benefits of the Foot Locker transaction or other strategic alliances, acquisitions or investments, and integration challenges or other risks associated with such transactions could adversely affect our business” below.
Our ability to successfully implement and execute our strategic plans and initiatives depends on many factors, some of which are out of our control. Our focus on long-term strategic investments, including investments in our technology and other digital capabilities (such as AI and machine learning), our eCommerce platform, ourand GameChanger platform,platforms, DICK’s Media Network, improvements to the athletecustomer experience in our stores and online, our supply chain, enhancements to our ScoreCard loyalty program, the continued development of our vertical brands and specialty store concepts (including DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Centers),concepts, expansion and re-positioning of our real estate portfolio (including grand openings, store remodels, experiential concepts and relocations), continued enhancements to our product assortment across our business, including the Fast Break initiative in the Foot Locker Business, and improving teammateemployee productivity through strategic talent investments, organizational re-alignment and otherwise may require higher short-term expenditures, changes to our existing cost structure and/or significant capital investment and management attention at the expense of other business initiatives and may take longer than anticipated to achieve the desired return or fail to achieve the desired return at all. Additionally, any new initiative is subject to certain risks, including athletecustomer and teammateemployee acceptance, competition, product differentiation, our ability to successfully implement technological initiatives, and the ability to attract and retain qualified personnel to support the initiative.
Further, strategies deployed to better resource for future growth and manage various cost categories may require expenditures in the short-term and otherwise may not achieve the desired savings results within the anticipated time frame, or at all.
An inability to execute our real estate strategy could adversely affect our financial results.
Our financial performance depends, in part, on our ability to execute our real estate strategies across our business, which are varying and multi-faceted. For our DICK’S Business, this includes growing and optimizing larger-format specialty store concepts and to repositioning and optimizing our existing store portfolio over time, and for our Foot Locker Business, includes maintaining and acquiring locations in highly productive urban retail corridors, high streets, and enclosed regional and neighborhood malls. There can be no assurance that we will be able to locate and obtain control of adequate desirable real estate that meets the criteria of our business or that such locations will continue to be available on favorable terms.
Our financial performance depends on our ability to grow our DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center stores. There is no assurance that we will be able to locate, and obtain control of, adequate desirable real estate that meets our criteria. Additionally, our ability to negotiate favorable lease, purchasepurchase, or operating terms depends on conditions in the real estate, capitalcapital, and construction markets,markets and other factors outside of our control, including competition for desirable properties; our relationships with current and prospective landlords, property ownersowners, and shopping center or mall operators; construction costs; the availability of labor and materials; access to sufficient capital and/or financing vehicles, such as sale-leasebacks; local regulations; private restrictions; third partythird-party or political opposition; and otherbroader factorsmarket thatconditions. Additionally, several large landlords control many prime properties, and further consolidation or deterioration in their financial condition could reduce our ability to obtain and retain desirable locations on favorable terms. If we are notunable withinto oursecure control.suitable Wesites or negotiate appropriate terms, we may incur costsexcessive that are excessivecosts, and causeour operating margins and/or our return on investment tomay befall below acceptable levels if we are unable to negotiate appropriate terms.levels.
Because a meaningful portion of our stores, particularly within our Foot Locker Business, are located in shopping centers or malls, our performance is influenced by the volume of mall traffic and the sustained success and relevance of those locations. Mall traffic may be adversely affected by economic downturns; the closing or decline of anchor tenants and specialty retailers; vacancies or closures; shifts in consumer shopping habits, including increased online shopping; singular material events, such as a public health emergency, or decline in the popularity of mall shopping among our target customers. Our DICK’S Business may also be affected by changes in traffic patterns in the regional shopping areas and off-mall retail nodes where many of our stores are located. Declines in traffic or conversion rates may require us to increase markdowns, promotions, or marketing spend, which could adversely impact our financial results. Additionally, the growth of our business is dependent on our ability to open and operate our various store concepts synergistically in geographic regions where multiple store concepts may exist in close proximity to one another.
Our financial performance is further dependent on our ability to reposition and optimize our existing retail real estate portfolio, including opening new stores and relocating existing stores in desirable locations, and, where appropriate, consolidating the stores serving particular markets to maximize efficiencies; renewing or extending leases; restructuring leases to obtain more favorable renewal terms; refreshing and remodeling existing stores; if necessary, closing underperforming and poorly located stores; and where appropriate, repurposing real estate holdings to provide specialty concept opportunities or ancillary retail support to other stores in the market. If any aspect of our growth and/or repositioning strategy does not achieve the success we expect, in whole or in part, we may fail to meet our performance expectations.
Our stores are primarily located in shopping centers or malls in regional shopping areas. Accordingly, the success of our stores depends on several factors, including the sustained success and relevance of the shopping center, mall and/or retail node where the store is located; consumer demographics; consumer shopping habits and patterns; our ability to adjust store operating models to adapt to these changing patterns; the local competitive positioning; trade area demographics and economic factors for each location; the primary term lease commitment and long-term lease option coverage for each store; and the occupancy costs relative to market. Changes in consumer shopping habits and patterns, reduced customer traffic in the shopping centers, malls and/or retail nodes where our stores are located, financial difficulties of our landlords, property owners or the shopping center operators, anchor tenants or a significant number of other retailers, and vacancies or closures, could impact the profitability of our stores and increase the likelihood that our landlords, property owners or the shopping centers operators fail to fulfill their obligations and conditions under our lease agreements or governing documents. We may need to respond to declines in customer traffic or conversion rates by increasing markdowns or promotions to attract athletes and/or increasing marketing spend, which could adversely impact our financial results.
If anparticular existingstores storebecome is not profitable,unprofitable, we mightmay be required to record an impairment chargecharges and we may not be able to terminate therelated leaseleases or sell theassociated real estateestate. associatedStore withclosures the underperforming store. Further, closing stores generallymay result in certain short-term economic consequences, such as,as ongoing rent payment obligations or other expenseslease-related obligations for the balanceremainder of the lease term or ownership period,term, termination chargescharges, indefault connection with a leaserisks, or, if thea property is owned, costs, expensesexpenses, and losses in connectionassociated with a sale or other asset disposition. We may also remain liable for certain post-assignmentpost‑assignment or sublease obligations if thean assignee, sublessee, or tenant,tenant fails to perform. Any of these factors could adversely affect our business, financial condition, and results of operations. These risks may be more prevalent within our Foot Locker segment as applicable,we doescontinue notour perform.review of the global Foot Locker business store fleet and evaluate closure of certain underperforming stores.
Our business relies on our global distribution and fulfillment network.network, Anand inabilitydisruptions in or failures to optimize this network or a disruption to the network, including delays or failures by independent third-party transportation providers, could cause us to lose merchandise, be unable to effectively and efficiently deliver merchandise to our stores and athletes,customers, and could adversely affect our financial condition and results of operations.
The ability to optimize our global distribution and fulfillment network, which includes ourmultiple distribution centers,centers worldwide, our eCommerce fulfillment center,centers, and our stores that serve as forward distribution points, into a way that avoidsavoid disruptions and maximizesmaximize efficiencies, is dependentdepends on a variety of factors, many of which are beyond our control,factors including severe weather conditions, natural disasters, pandemicspublic health emergencies or other catastrophic events, problems with our information technology systems or our warehouse management systems, labor or employee disagreements, supply chain disruptions or other shipping problems, and general geopolitical, economic and real estate conditions. An inability to optimize our distribution and fulfillment network might impair our ability to adequately stock our stores, process returns and fulfill eCommerce orders at the speed expected by customers, increase costs associated with shipping and delivery, damage a material portion of our inventory, and otherwise negatively affect our operations, sales, profitability, and reputation.
We may not be able to increase and/or maintain our existing distribution and fulfillment network if the cost of the facilities increases or the location of a facility is no longer desirable. In those cases, we may not be able to locate suitable new or alternative sites or modify or enter into new leases on acceptable terms and we may need to increase reliance on our store network, third-party logistic fulfillment centers, our distribution centers, and vendors to help meet our fulfillment needs. An inability to optimize our distribution and fulfillment network, including the expiration of a lease or an unexpected lease termination at one of our facilities (without timely replacement of the applicable facility) or serious disruptions (including natural disasters or closures of distribution and fulfillment centers) at any of these facilities might impair our ability to adequately stock our stores, process returns of products to vendors and fulfill eCommerce orders at the speed expected by athletes, increase costs associated with shipping and delivery, damage a material portion of our inventory, and otherwise negatively affect our operations, sales, profitability, and reputation.
In addition, we rely on independent third-party transportation providers for substantially all of our merchandise shipments, including shipments to our stores and directly to athletes through our eCommerce platform.shipments. If we change shipping companies, we could face logistical difficulties that could adversely impact deliveries, and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those received from the independent third-party transportation providers we currently use, which could have a material adverse impact on our business.
Unauthorized useaccess to, or disclosure ofof, sensitive or confidential athlete, teammate, vendor or Company information could result in substantial costscosts, operational disruption, legal exposure, and reputational damage,harm, harmand toevolving privacy and cybersecurity regulations may increase our businesscompliance obligations and standingrelated with our athletes and could subject us to litigation and enforcement actions.risks.
The protection of customer, employee, vendor, and Company data is critical to our business. In the normal course of operations, we collect, receive, store, manage, transmit, and delete confidential and sensitive information, including payment card data, personally identifiable information, employee and vendor information, and other proprietary or confidential Company data, and rely on numerous third‑party vendors and service providers in this regard. Although we have established cybersecurity governance processes, implemented security measures, and conduct regular training and system updates, cyber threats continue to evolve rapidly accelerated by emerging technologies such as advanced artificial intelligence and machine learning. We may be unable to anticipate, prevent, or fully mitigate new or sophisticated cyberattacks or insider threats, whether intentional or inadvertent.
While we and our third-party providers have experienced non‑material data security issues from time-to-time, and in the future may continue to experience cyberattacks or threats of varying degrees in the conduct of our business, we are not aware of any material data breach to date. Nevertheless, any actual or perceived compromise of data security could interrupt our operations; result in loss, theft, or misuse of sensitive information; harm our reputation; undermine customer trust; discourage participation in our loyalty program; and require significant remediation costs, including investments in additional technology, system upgrades, or personnel. A material compromise could also expose us to substantial legal, regulatory, and financial consequences beyond the scope or limits of our insurance coverage.
In addition, the data privacy and cybersecurity regulatory environment is becoming increasingly complex, with new, more rigorous, and often inconsistent requirements emerging at the federal, state, and global levels. We are subject to numerous laws and regulations, including the EU General Data Protection Regulation (GDPR), the United Kingdom GDPR, the California Consumer Privacy Act (CCPA), and other U.S. state and international privacy laws. We are also subject to payment card industry compliance and other regulatory requirements. These laws impose strict requirements regarding the collection, use, storage, transfer, deletion, and protection of personal data, and grant enhanced rights to individuals. Regulatory scrutiny from international regulatory authorities, U.S. federal agencies, U.S. state attorneys general, and newly created U.S. state privacy regulators continues to increase, and we have received inquiries from government authorities from time-to-time regarding our data practices.
The protection of our data, including athlete and teammate data, is critical. We collect, receive, store, manage, transmit and delete confidential athlete data, including payment card and personally identifiable information, in the normal course of customer transactions, as well as other confidential and sensitive information, such as personal information about our teammates and our vendors, and confidential Company information. We also work with third-party vendors and service providers that provide technology, systems, and services that we use in connection with the collection, storage, and transmission of this information. We have implemented a cybersecurity function and governance process, and we regularly review and update our systems, processes, and procedures to protect against unauthorized access to or use of data and to prevent data loss, as well as detect, contain, and respond to data security incidents. Our processes for assessing, identifying, and managing material risks from cybersecurity and data threats are discussed within Item 1C. “Cybersecurity.” Although we have taken measures to protect our confidential information and that of our athletes, teammates, and others, and ensure business continuity, we may be unable to anticipate security incidents or implement adequate measures, as cyber threats and the techniques used in cyberattacks are changing, developing, and evolving rapidly, including from emerging technologies such as advanced forms of AI and machine learning. In addition, the intentional or negligent actions of third parties, business associates or teammates may undermine our existing security measures and allow unauthorized parties to obtain access to our data systems and misappropriate confidential data. Although we conduct regular trainings as part of our cybersecurity and data privacy efforts, the training does not guarantee prevention of successful cyberattacks.
While there have been, from time-to-time, non-material data security issues with our Company, to our knowledge no material data security breaches have occurred to date. Nonetheless, any future compromise of our data security could result in a violation of applicable cybersecurity and/or privacy laws or standards, significant legal and financial exposure beyond the scope or limits of our insurance coverage, interruption of our operations, increased operating costs associated with remediation, equipment acquisitions or disposal, added personnel, and a loss of confidence in our security measures, which could harm our business, athlete experience, reputation, customer or investor confidence and/or divert management attention.
Further,Maintaining thecompliance datawith these obligations may require significant resources, ongoing enhancements to our privacy and cybersecurity regulatory environment is constantly changing, with newprograms, and increasingly rigorous and complex requirements. Maintaining our compliance with those requirements, including state and local consumer privacy laws and federal cybersecurity disclosure requirements, may require significant effort and cost, require changes to our business practices,practices. andEvolving regulations may limit our ability to collect and use data needed to enhance and personalize theour customer experienceexperience, or othersupport marketing and advertising activities, or to execute our strategic initiatives. In addition, failureFailure to comply with applicable requirementslaws or regulations, or to respond appropriately to a data‑security incident, could subjectresult usin tosevere fines,penalties, sanctions, governmental investigations, lawsuits,consumer or damage our reputation with customerslitigation, and underminereputational customer trust.harm.
We utilize severaland third-partydepend on information systems for core system needs of our business, including our use of an independent service provider for electronic payment processing. We rely on these systems to make operational decisions, manage inventory, operate our websites, track, record and analyze the merchandise we sell, process and deliver shipments of goods, and maintain normal business activities. Additionally, we have adopted a hybrid remote work environment which relies on the efficiency and functionality of our information systems. If any of these systems (including our back-up systems, third party systems or systems upon which any of these systems rely) are damaged, breached, or fail to function properly, whether from natural, accidental or malicious events, it could disrupt our operations, includingwe may suffer loss of critical data, and we may have to undertake significant investments to repair or replace these systems, which could negatively impact our abilityfinancial to track, recordresults and analyzematerially theadversely merchandiseaffect that we sell, process shipments of goods, process financial information or credit card transactions, deliver products or engage in similar normalour business activities.operations. If any of these independent service providers become unwilling or unable to provide thesesuch services to us or if the cost of using these providers increases, our business could be harmed.
Our information systems, including our back-up systems, are subject to damage or interruption from power outages; incompatible, damaged or infected software updates; computer and telecommunications failures; malicious computer programs and ransomware; denial-of-service attacks; security breaches (through cyberattacks from cyberattackers or sophisticated organizations or through negligent or intentional actions of teammates); catastrophic events; and usage errors by our teammates. Additionally, we have adopted a hybrid remote work environment which relies on the efficiency and functionality of our information systems. If our information systems and our back-up systems are damaged, breached or cease to function properly, we may have to make a significant investment to repair or replace them, and we may suffer loss of critical data and interruptions or delays in our business operations. Any material disruption, malfunction, or other similar problems in or with our core information systems could negatively impact our financial results and materially adversely affect our business operations.
In addition, the development, adoption, and use of generative AI technologies and machine learning are stillprogressing in their early stagesrapidly; ineffective or inadequate AI and machine learning development or deployment practices by us or by third parties, including vendors, could result in unintended consequences. For example, AI or machine learning algorithms that we use may be flawed or based on datasets that are biased, incomplete or insufficient. In addition, any latency, disruption, or failure in our AI or machine learning systems or infrastructure could result in operational delays or errors. Developing, testing, and deploying resource-intensive AI and machine learning systems may require additional investment and increase our costs.
We may be unable to attract, train, engage and retain key teammatesemployees and to adequately respond to teammateemployee organizing efforts.
Our long-term success and ability to implement our strategic goals and business planning processesinitiatives depends on our ability to attract, retain, train and develop key and qualified teammatesemployees in all areas of the organization, including store managers and sales associates, teammates who staff our distribution centers, executive and management level talent, and professionals to implement our technology, digital, real estate and other strategic initiatives.organization. Our ability to meet our labor needs while controlling labor costs is subject to numerous external factors, including market pressures with respect to prevailing wage rates, equity compensation, unemployment levels,levels and healthlabor availability, particularly in key geographic regions, and otheremployee insurancebenefit costs; adoption of new work models and policies regarding on-site and remote work; immigration,immigration federalcompliance, and state minimuminternational wage requirements,and labor standards and benefitother costsglobal regulatory factors; changing demographics; and our reputation within the labor market. If we are unable to attract and retain a global workforce that meets our needs, our operations, service levels, support functions, and competitiveness could suffer, and our results could be adversely affected.
We also cannot predict whether any unionization or other organizing efforts could occur with our teammates.employees within one or more of our domestic or international markets. Any such efforts could increase our costs and negatively impact our operational flexibility. Our response to any such efforts could be perceived negatively and harm our business and reputation.
Management's Discussion & Analysis (MD&A)
New heading “Acquisition of Foot Locker”
New heading “Overview of 2026 Outlook for our DICK’S Business:”
New heading “Overview of 2026 Outlook for our Foot Locker Business:”
New heading “Recent Tax Legislation”
New heading “Consolidated Operating Results”
New heading “Operating Income”
New heading “Operating Results by Business Segment”
New heading “Fiscal 2025 Compared to Fiscal 2024”
New heading “DICK’S Business”
New heading “Foot Locker Business”
New heading “Corporate and other expenses”
New heading “Acquisition of Foot Locker”
New heading “Commercial Paper”
New heading “Business Combinations”
New heading “Valuation Allowance for Deferred Tax Assets”
Removed heading “Business Optimization”
Removed heading “Overview of other trends affecting 2024”
Removed heading “Results of Operations”
Removed heading “Income from Operations”
Removed heading “Inventory Obsolescence”
Largest changes
“During 2023, we completed a business optimization to better align our talent, organizational design and spending in support of our most critical strategies while also streamlining our overall cost structure (the “Business Optimization”). …”see in full comparison
“In fiscal 2025, our acquisition of Foot Locker resulted in the recognition of goodwill and indefinite-lived intangible assets of $618.8 million and $710.0 million, respectively. The carrying value of these assets approximates the fair value as of January 31, 2026, and therefore any significant or adverse change in estimates or assumptions could result in an impairment in the future. …”see in full comparison
Our goodwill impairment test compares the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting units using a combination of an income approach and a market approach. The income approach involves estimates related to our projected future growth, profitability and discount rates on expected future cash flows, while the market approach considers observed market data. Estimates may differ from actual results due to, among other things, economic conditions, changes to our business models, or changes in operating performance. Significant differences between these estimates and actual results could result in future impairment charges and could materially affect our future financial results. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, an impairment charge is recorded to reduce the carrying value of the reporting unit to its fair value.see in full comparisonAs of February 1, 2025, we had no reporting units at risk of impairment and a 10% change in the fair value of our reporting units would not indicate a potential impairment of goodwill. The fair value of our reporting units has remained substantially in excess of their carrying value over the last three fiscal years.
“Following the acquisition, we assembled a new leadership team to lead the Foot Locker Business and started an eleven-store pilot in North America, referred to as our “Fast Break” initiative, to test improved merchandise presentation and assortment, which we have subsequently expanded to ten additional stores in Los Angeles. Additionally, we initiated a review of unproductive assets across Foot Locker’s inventory assortment and store portfolio. …”see in full comparison
“Gross profit increased to $4,825.7 million in 2024 from $4,533.7 million in 2023 and increased as a percentage of net sales by 98 basis points. Merchandise margins as a percentage of net sales increased 64 basis points as a result of a favorable sales mix and the quality of our assortment, a 25 basis point decrease in inventory shrink from the prior year, which included a cumulative unfavorable impact from shrink identified during our physical inventories, and a $12.0 million write-down of inventory in the prior year related to our Business Optimization. …”see in full comparison
Full comparison: every changed paragraph (123)
We are a leading omni-channelglobal sporting goodssports retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. InOur additionbanners toinclude DICK’S Sporting Goods stores, we own and operateGoods, Golf Galaxy, Public Lands and Going Going Gone! specialtystores conceptin stores,addition andto alsothe offerexperiential ourretail products online and through our mobile apps. We also own and operateconcepts DICK’S House of Sport and Golf Galaxy Performance Center,Center which are all located across the United States. Additionally, as wellowner asand operator of Foot Locker, which includes Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos banners, we serve the global sneaker community across North America, Europe, Asia and Australia, plus a licensed store presence in Europe, the Middle East and Asia. We also own and operate GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping. When used in this Annual Report on Form 10-K, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year, which ends on the Saturday closest to the end of January each year.
When we refer to the “DICK’S Business” in this Annual Report on Form 10-K (this “10-K Report”), we are describing our existing DICK’S Sporting Goods operations, encompassing the DICK’S Sporting Goods, Golf Galaxy, Going Going Gone! and Public Lands banners, as well as GameChanger. When we refer to the “Foot Locker Business” we are describing our newly acquired Foot Locker operations, including the Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos banners.
Through our strategic pillars of athlete experience, differentiated product, brand engagement and teammate experience, we have transformed our businessDICK’S Business to drive sustained profitable growth. As part of our strategy, we have meaningfully improved our merchandise assortment through our vertical brands and strong relationships with our key brand partners, which provide access to highly differentiated products. We have also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to further engage our athletes. Lastly, weWe continue to innovate our omni-channel athlete experience through our DICK’S House of Sport stores, Golf Galaxy Performance Centers and our DICK’S Field House stores, and believe that a key driver of our future omni-channel growth will include repositioning our store portfolio to grow these stores. In addition to these strategies and foundational improvements, consumers have also made what we believe will be lasting lifestyle changes in recent years, prioritizing sport and maintaining healthy, active lifestyles, which has increased demand for our products.
We believe there is strength and momentum in the sports industry in the United States and expect this trend to continue in the near term, with continued excitement around women’s sports, the 2026 FIFA World Cup and the 2028 Olympics. We believe that the convergence of sport and culture has never been stronger and that we believe we’reare well-positioned for this opportunity. From this position of strength, we plan to continue to make investments in digital and in-store opportunities to further grow our market share through repositioning our store portfolio, driving continued growth across our footwearkey categorycategories and accelerating our eCommerce channel.
Acquisition of Foot Locker
On September 8, 2025, we completed the acquisition of Foot Locker, a leading footwear and apparel retailer, for total purchase consideration of $2.5 billion, pursuant to the Merger Agreement dated May 15, 2025. The acquisition of Foot Locker is a transformative step towards creating a global platform that serves a broader set of athletes through differentiated iconic concepts and robust digital experiences, which we believe will deepen our brand partnerships as a combined company in a way that will redefine sports retail. Foot Locker delivered sales of $8 billion in fiscal 2024 and encompasses a portfolio of banners including Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 2 – Acquisition of Foot Locker for further information.
The Foot Locker Business contributed net sales of $3.1 billion and a net loss of $60.0 million during fiscal 2025. These results reflect the operations from the September 8, 2025 acquisition date through the end of fiscal 2025, which does not include the peak back-to-school selling season in August. Pro forma comparable sales for the Foot Locker Business, which assume Foot Locker had been acquired at the beginning of the current fiscal year, decreased 3.3% for the year ended January 31, 2026. This decline in Foot Locker’s pro forma comparable sales includes a decrease in Foot Locker’s International comparable sales of 8.1% for the year ended January 31, 2026, which represents operations of the Foot Locker Business in Europe and Asia Pacific.
Following the acquisition, we assembled a new leadership team to lead the Foot Locker Business and started an eleven-store pilot in North America, referred to as our “Fast Break” initiative, to test improved merchandise presentation and assortment, which we have subsequently expanded to ten additional stores in Los Angeles. Additionally, we initiated a review of unproductive assets across Foot Locker’s inventory assortment and store portfolio. We expect that actions to optimize the inventory assortment and store portfolio of the Foot Locker Business, as well as other merger and integration and financing costs, will result in total estimated pre-tax acquisition-related charges of $500 to $750 million. We incurred $390.0 million of acquisition-related charges during fiscal 2025, including $217.9 million of charges from the write-down and liquidation of inventory, $164.2 million of merger and integration costs, which includes legal and regulatory fees, other professional services and other costs related to the Foot Locker acquisition, and $7.9 million of bridge financing costs. We expect approximately $150 million of acquisition-related costs in fiscal 2026. Additionally, we anticipate the acquisition to deliver between $100 million to $125 million in cost synergies in the medium-term, to be primarily achieved through procurement and direct sourcing efficiencies.
Business Optimization
During 2023, we completed a business optimization to better align our talent, organizational design and spending in support of our most critical strategies while also streamlining our overall cost structure (the “Business Optimization”). As part of our Business Optimization, we eliminated certain positions primarily at our customer support center and optimized our outdoor business, which included the integration of our Moosejaw and Public Lands operations, decisions about their go-forward inventory assortment and a comprehensive review of their store portfolios and closure of ten Moosejaw stores. We incurred pre-tax charges of $84.8 million from our Business Optimization, including $46.1 million of non-cash impairments of store and intangible assets, $26.7 million of severance-related costs and a $12.0 million write-down of inventory.
The macroeconomic environment in which we operate remains dynamic as a result of numerous factors, including ongoing elevated interest rates, inflationary pressures, potential changes to international trade relationspolicies from taxation and tariffs, and geopolitical conflicts, tensions and events, all of which could impact pricing, consumer discretionary spending behavior and the promotional landscape in which we operate, as well as higher levels of inventory shrink, which has been noted throughout the retail industry.operate.
Despite this increasingly complex and dynamic macroeconomic environment, we continued to drive comparable sales growth in fiscal 2025 for our DICK’S Business through execution of our core strategies, and with our strong vendor relationships and operational strength, we believe we are well-positioned for long-term growth. As a result of our continued strength and momentum of the DICK’S Business and the turnaround efforts underway at Foot Locker, balanced against the dynamic geopolitical and macroeconomic environment, we have provided our full year outlook for 2026 and expect total net sales of $22.1 billion to $22.4 billion and earnings per diluted share in the range of $13.70 to $14.70, which includes approximately $150 million of Foot Locker acquisition-related costs anticipated in 2026, offset by income related to litigation and other settlements expected in the first quarter of fiscal 2026. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 19 – Subsequent Events for further information.
Overview of 2026 Outlook for our DICK’S Business:
For 2026, we expect to drive continued comparable sales growth, strategic expansion of square footage, and strong profitability for the DICK’S Business and expect comparable sales growth for the year to be in the range of 2% to 4% and segment profit to be in the range of $1.58 billion to $1.66 billion, or 11.0% to 11.2% as a percentage of net sales. Other trends expected in fiscal 2026 for the DICK’S Business are as follows:
•We expect slightly higher comparable sales in the first half of 2026, primarily due to the FIFA World Cup.
•We expect segment profit as a percentage of net sales to decline in the first half of 2026, but expand in the second half of 2026 due to the timing of planned investments and synergy savings.
Overview of 2026 Outlook for our Foot Locker Business:
We are targeting to return the Foot Locker Business to profitability in 2026 and remain confident in the value creation opportunities of this business. For fiscal 2026, we expect pro forma comparable sales growth to be in the range of 1% to 3% and segment profit to be in the range of $100 to $150 million. We also expect pro forma comparable sales and segment profit performance to be weighted towards the second half of 2026, with back to school being the inflection point for the Foot Locker Business.
Recent Tax Legislation
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes several measures affecting corporations and other business entities, was signed into law. These measures include modifications and permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”). We have recognized the impacts of the OBBBA into the current and deferred income tax provision for fiscal 2025, which resulted in reduced federal income tax liability and related tax payments, but no significant impact to the annual effective tax rate. We will continue to evaluate future provisions and do not anticipate any significant impact to the financial statements.
Despite the dynamic macroeconomic environment and a shorter traditional holiday shopping season, we continued to drive comparable sales growth in fiscal 2024 with an increase of 5.2% which is on top of a 2.6% increase in 2023. Through the execution of our core strategies and operational strength, net sales increased 3.5% in fiscal 2024 as compared to 2023, and pre-tax income as a percentage of net sales grew to 11.30% in fiscal 2024 compared to 10.15% in fiscal 2023.
Overview of other trends affecting 2024
•The prior year included an extra week of operations, which added $170.2 million of net sales, or $0.19 per diluted share to fiscal 2023 full year results.
•Within merchandise margin, while inventory shrink remains elevated compared to historical levels, inventory shrink as a percentage of net sales decreased 25 basis points during the current year compared to 2023, as the prior year included a cumulative unfavorable impact from shrink identified during our physical inventories. We do not expect a similar decrease in 2025.
•During 2024, selling, general and administrative expenses were approximately flat as a percentage of net sales compared to 2023 due to last year’s Business Optimization, offset by strategic investments beginning in 2024 to drive long-term growth based upon the strength of our business. We expect selling, general and administrative expenses to deleverage year-over-year in fiscal 2025 as we continue with these investments spanning across digital, in-store and marketing.
As a result of our strong fiscal 2024 performance, confidence in our strategic initiatives and operational strength, balanced against the macroeconomic environment and our planned investments, we have provided our full year outlook for 2025 and expect comparable sales growth for the year to be in the range of 1% to 3% and earnings per diluted share to be in the range of $13.80 to $14.40.
Senior management focuses on certain key indicators to monitor our performance, including the following for the DICK’S and Foot Locker Businesses:
•Comparable sales performance – Our management considers comparable sales, which includes digital revenue, to be an important indicator of our current performance. Comparable sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses. Comparable sales also have a direct impact on our total net sales, net income, cash and working capital. A store is included in the comparable sales calculation during the fiscal period that it commences its 14th full month of operations. Relocated stores are included in the comparable sales calculation from the open date of the original location. Stores that were permanently closed during the applicable period have been excluded from comparable sales results. Our digital revenue includes all eCommerce sales, including omni-channel transactions which are fulfilled by our stores, GameChanger subscriptions as well as revenue from our DICK’S Media Network. The Foot Locker Business will be included in our comparable sales calculation beginning in the fourth quarter of fiscal 2026, which is when these stores will commence their 14th full month of operations following the date of acquisition. For further discussion of our comparable sales refer to the “Consolidated Operating Results of Operations” section herein.
•EarningsOperating beforeincome, taxesor segment profit, and the related operating margin – Our management views operating marginincome, or segment profit, and earningsrelated before taxesmargin as key indicators of our performance. The key drivers of earningsoperating beforeincome taxesor segment profit are comparable sales, gross profit,profit and our ability to control selling, general and administrative expenses.
•Net sales increased 28.1% to $17.22 billion during fiscal 2025 from $13.44 billion during fiscal 2024, which includes $3.1 billion of net sales for the Foot Locker Business and a 4.5% increase in comparable sales for the DICK’S Business. Comparable sales for the DICK’S Business increased 5.2% in fiscal 2024 compared to the previous year.
•Net sales increased 3.5% to $13.44 billion during the 52 weeks ended February 1, 2025, from $12.98 billion during the 53 weeks ended February 3, 2024, which included an increase in comparable sales of 5.2% on a 52-week to 52-week basis, following a 2.6% increase in the prior year. Fiscal 2023 included $170.2 million of net sales for the 53rd week.
•WeIn fiscal 2025, we reported net income of $849.2 million, or $9.97 per diluted share, compared to $1.17 billion, or $14.05 per diluted share, in fiscal 2024, compared to $1.05 billion, or $12.18 per diluted share, during fiscal 2023.2024.
◦Earnings per diluted share in the current year includes a $60.0 million net loss from the Foot Locker Business and the dilutive effect of 9.6 million shares of the Company’s common stock issued in connection with the Foot Locker acquisition, which together decreased earnings per diluted share by $1.38.
◦Net income also includes $307.3 million, net of tax, or $3.61 per diluted share, of acquisition-related costs, which include actions to optimize the Foot Locker inventory assortment, merger and integration costs and bridge financing fees related to the Foot Locker acquisition. In addition, net income includes $9.9 million, net of tax, or $0.12 per diluted share, related to an asset impairment charge. These charges were partially offset by non-cash gains from our investment in Foot Locker equity securities of $42.2 million, or $0.50 per diluted share, which are not taxable following the completion of the acquisition.
◦Fiscal 2023 net income included business optimization charges of $62.8 million, net of tax, or $0.73 per diluted share. Additionally, fiscal 2023 earnings per diluted share included approximately $0.19 from the 53rd week.
(1)Beginning store count and square footage were updated to reflect one DICK’S Field House location that opened in fiscal 2024, which was previously reflected as a DICK’S store.
(1)In some markets, we operate DICK’S Sporting Goods stores adjacent to our specialty concept stores on the same property with a pass-through for our athletes. We refer to this format as a “combo store” and include combo store openings within both the DICK’S Sporting Goods and specialty concept store reconciliations, as applicable. As of February 1, 2025, the Company operated 14 combo stores.
(2)As of FebruaryJanuary 1,31, 2025,2026, includes 2433 Golf Galaxy Performance Centers, with fivenine new openings during fiscal 20242025, thatfive of which were convertedconversions fromof prior Golf Galaxy store locations.
(3)Beginning store count and square footage were updated to reflect Warehouse Sale locations as described in the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2025. As of February 2, 2025, beginning amounts now include 29 Warehouse Sale locations and 1.3 million of related square footage.
(4)Beginning stores and square footage reflect acquired Foot Locker stores as of September 8, 2025.
(5)Represents store locations in the United States and Canada and related square footage.
(6)Represents Foot Locker store locations in Europe, including three Kids Foot Locker stores and related square footage, as of January 31, 2026.
(7)Reflects licensed stores operating in the Middle East, Asia and Europe.
(8)Store closures for the Foot Locker Business during fiscal 2025 include seven WSS stores identified as part of the Company's review of unproductive assets. Additionally, the Foot Locker Business relocated 35 stores during the current year period consisting of 15 Foot Locker and 15 Kids Foot Locker store locations in North America and five international store locations.
(3)Excludes Warehouse Sale store locations that are temporary in nature, of which the Company operated 29 and 36 as of February 1, 2025 and February 3, 2024, respectively.
(49)Reflects stores converted between concept or prototype through store relocations (12) or remodels (10) as part of the Company's strategy to reposition its store portfolio. In addition to stores that converted between concepts, the Company relocated or remodeled eight stores for the DICK'S Business during the current year period, consisting of five Golf Galaxy and three Going Going Gone! store locations.
(510)Includes square footage as of FebruaryJanuary 1,31, 20252026 related to fivea Public Lands store closuresclosure as we plan to convert threeit into DICK'Sa House of Sport and two into DICK'SDICK’S Field House storesstore during early fiscal 2025.2026.
Consolidated Operating Results
Results of Operations
The following table presents, for the fiscal years indicated, selected items in the Consolidated Statements of Income as a percentage of our net sales, as well as the basis point change in percentage of net sales from fiscal 20242025 to fiscal 2023:2024. Results herein for fiscal 2025 reflect Foot Locker operations from the September 8, 2025 acquisition date through the end of the fiscal year, which does not include the peak back-to-school selling season in August.
(A)Column does not add due to rounding.
(4)Merger and integration costs include legal and regulatory fees, other professional services, employee retention and severance costs related to the acquisition of Foot Locker.
(45)Pre-opening expenses, which consist primarily of rent, marketing,marketing (including grand opening advertising costs,costs), payroll, recruiting and other store preparation costs are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening and during periods when stores are closed for remodeling. Beginning in fiscal 2024, the Company now reflects grand opening advertising costs within pre-opening expenses, which were historically included within selling, general and administrative expenses. Prior period amounts have been reclassified to conform to the current year presentation.
(56)BeginningFoot Locker will be included in the quarterly comparable store calculation beginning in the fourth quarter of fiscal 2026, which is when these stores will commence their 14th full month of operations following the date of acquisition. Additionally, beginning in fiscal 2024,2025, we revised our method for calculating comparable sales to include GameChangerWarehouse revenue.Sale locations beginning in the stores’ 14th full month of operations, similar to our other store locations. Prior year information has been revised to reflect this change for comparability purposes. See additional details as furnished in Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 14,11, 2024.2025.
A discussion regarding our financial condition and results of operations for the year ended FebruaryJanuary 1,31, 20252026 (Fiscal 20242025) compared to the year ended February 3,1, 20242025 (Fiscal 20232024) is presented below. A discussion regarding our financial condition and results of operations for Fiscal 20232024 compared to the year ended JanuaryFebruary 28,3, 20232024 (Fiscal 20222023) can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended February 3,1, 2024,2025, filed with the SEC on March 28,27, 2024.2025.
Fiscal 2024 (52 weeks)2025 Compared to Fiscal 2023 (53 weeks)2024
Net sales increased 28.1% to $17.22 billion in 2025 from $13.44 billion in 2024, which includes $3.1 billion of Foot Locker net sales since the acquisition date and a $592.8 million, or 4.5%, increase in comparable sales for the DICK’S Business. The remaining increase in net sales was primarily attributable to new stores, including DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center locations. The increase in comparable sales for the DICK’S Business includes a 4.2% increase in sales per transaction and a 0.3% increase in transactions, and reflects growth in footwear, golf, athletic apparel, licensed merchandise and team sports, partially offset by declines in outdoor equipment.
Operating Income
Net sales increased 3.5% to $13.44 billion in 2024 from $12.98 billion in 2023, primarily due to an increase in comparable sales on a 52-week to 52-week basis of 5.2%, or $641.8 million, partially offset by the inclusion of $170.2 million of net sales during fiscal 2023 from the 53rd week. The remaining decrease in net sales was primarily attributable to Moosejaw and other store closures, partially offset by an increase from new stores, including DICK’S House of Sport and Golf Galaxy Performance Center locations.
The increase in comparable sales included a 4.0% increase in sales per transaction and a 1.2% increase in transactions, and reflects growth in footwear, athletic apparel, accessories and hydration, offset by declines in outdoor-related categories including hunt, apparel and equipment, and fitness.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors affecting the Company from those disclosed in Part I, Item 1A. “Risk Factors” of the Company’s 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “26 Weeks Ended August 1, 2026 Compared to the 26 Weeks Ended August 2, 2025”
New heading “Operating Income”
New heading “26 Weeks Ended August 1, 2026 Compared to the 26 Weeks Ended August 2, 2025”
New heading “DICK’S Business”
New heading “Foot Locker Business”
New heading “Corporate and other income (expense)”
Largest changes
“Gross profit increased to $3,626.5 million in the current period from $2,516.4 million for the prior year period, but decreased as a percentage of net sales by 316 basis points primarily due to a 339 basis point decrease from lower gross margin in the Foot Locker Business and a 38 basis point, or $40.4 million, decrease to write-down and liquidate Foot Locker inventory as part of our Foot Locker acquisition-related charges. …”see in full comparison
“Corporate and other activities for segment reporting purposes represent costs or income not specifically related to the recurring operations of our segments. …”see in full comparison
Gross profit increased tosee in full comparison$1,683.3$1,943.3 million in the current quarter from$1,165.1$1,351.3 million for the quarter endedMayAugust3,2, 2025, but decreased as a percentage of net sales by411228 basis points primarily due toana83379 basispoint, or $42.7 million,point decreaseto write-down and liquidate Foot Locker inventory as part of our Foot Locker acquisition-related charges and 292 basis pointsfrom lower gross margin in the Foot LockerBusiness.Business,Grosspartiallyprofitoffsetdecreasedby36a 79 basispointspoint increase for the DICK’S Business and a 68 basis point, or $38.1 million, increase from IEEPA tariff refunds received attributable to tariff costs incurred in the prior year. The increase in gross profit as a percentage of net sales for the DICK’SBusiness,Business is driven primarily bysalesmerchandisemixmargin expansion from IEEPA tariff refunds attributable to tariff costs incurred in the current year, and leverage from sales growth in highershippingmarginexpenses,areas such as DICK’S Media Network and GameChanger, partially offset byleveragehigheronshipping and supply chain expenses, and deleverage on fixed occupancy costs.
Corporate and other activities for segment reporting purposes represent costs or income not specifically related to the recurring operations of our segments. Corporate and othersee in full comparisonincomeexpense for the 13 weeks endedMayAugust2,1, 2026 includes$174.5 million of litigation and other settlement income, partially offset by $96.5$29.3 million of Foot Locker acquisition-relatedcosts, which consist of $53.8 million for merger and integrationcosts and$42.7$15.3 million in costs associated with redesigning the store operating model forchargesthe DICK’S Business towritebetterdown and liquidate inventory fromserve the Company’sreviewathletes, partially offset by $38.1 million of IEEPA tariff refunds received attributable to tariff costs incurred in theFootpriorLocker Business.year. The current quarter also includes a$5.7$6.1 million expense increase related to changes in the investment values of our deferred compensation plans, which is fully offset in other income on the Consolidated Statements of Income.
Gross profit for the DICK’S Business increased tosee in full comparison$1,227.3$1,457.0 million in the current quarter from$1,165.1$1,351.3 million for the quarter endedMayAugust3,2, 2025 anddecreasedincreased as a percentage of net sales by3679 basispoints,points.drivenMerchandise margins as a percentage of net sales increased 137 basis points due primarilybyto IEEPA tariff refunds attributable to tariff costs incurred in the current year and leverage from salesmixgrowth in higher margin areas such as DICK’S Media Network andhigher shipping expenses, partially offset by leverage on supply chain costs.GameChanger. Our occupancy costs, which after the cost of merchandise represents the largest expense item within our cost of goods sold, are generally fixed in nature and fluctuate based on the number of stores that weoperate. Occupancy costsoperate, increased$17.9$23.9 million andleverageddeleveragedtwo19 basis points as a percentage of net sales. The remaining decrease in gross profit as a percentage of net sales was driven by higher shipping expenses driven by higher eCommerce sales and elevated fuel costs, and supply chain costs, which included the first full quarter of operations at our new Fort Worth, Texas distribution center.
“Gross profit for the DICK’S Business increased to $2,684.4 million in the current period from $2,516.4 million for the 26 weeks ended August 2, 2025 and increased as a percentage of net sales by 25 basis points. Merchandise margins as a percentage of net sales increased 59 basis points due primarily to IEEPA tariff refunds attributable to tariff costs incurred in the current year and leverage from sales growth in higher margin areas such as DICK’S Media Network and GameChanger. …”see in full comparison
Full comparison: every changed paragraph (88)
▪Weather-related risks andrisks, seasonal influences and the overall seasonality of certain categories of our business;
We are a leading global sports retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. Our banners include DICK’S Sporting Goods, Golf Galaxy, Public Lands and Going Going Gone! stores in addition to the experiential retail concepts DICK’S House of Sport and Golf Galaxy Performance Center which are all located across the United States. Additionally, as owner and operator of Foot Locker, which includes Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos banners, we serve the global sneaker community across North America, Europe, Asia and Australia, along with a licensed store presence in Europe, the Middle East and Asia. We also own and operate GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping. When used in this Quarterly Report on Form 10-Q,10-Q (this “10-Q Report”), unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year.
When we refer to the “DICK’S Business” in this Quarterly Report on Form 10-Q (this “10-Q Report”),Report, we are describing our existing DICK’S Sporting Goods operations, encompassing the DICK’S Sporting Goods, Golf Galaxy, Going Going Gone! and Public Lands banners, as well as GameChanger and our experiential retail concepts DICK’S House of Sport and Golf Galaxy Performance Center. When we refer to the “Foot Locker Business” we are describing our recently acquired Foot Locker operations, including the Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos banners. Results within this 10-Q Report include results for the Foot Locker Business for the entire 13-week13 periodand 26 weeks ended MayAugust 2,1, 2026. Prior year results include the DICK’S Business on a stand-alone basis.
Through our strategic pillars of athlete experience, differentiated product, brand engagement and teammate experience, we believe that we have transformed our DICK’S Business to drive sustained profitable growth. As part of our strategy, we have meaningfully improved our merchandise assortment through our vertical brands and strong relationships with our key brand partners, which provide access to highly differentiated products. We have also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to further engage our athletes. We continue to innovate our omni-channel athlete experience through our DICK’S House of Sport stores, Golf Galaxy Performance Centers and our DICK’S Field House stores, and believe that a key driver of our future omni-channel growth will include repositioning our store portfolio to grow these stores. In addition to these strategies and foundational improvements, consumers have also made what we believe will be lasting lifestyle changes in recent years, prioritizing sport and maintaining healthy, active lifestyles, which has increased demand for our products.
We believe there is strength and momentum in the sports industry in the United States and expect this trend to continue in the near term, with continued excitement around women’s sports, the recent 2026 FIFA World Cup and the upcoming 2028 Olympics. We believe that the convergence of sport and culture has never been stronger and that we are well-positioned for this opportunity. From this position of strength, we planare to continue making investmentsinvesting in digital and in-store opportunities with the goal to further grow our market share through repositioning our store portfolio, driving continued growth across our key categories and accelerating our eCommerce channel.
Since the acquisition, we assembled a new leadership team to lead the Foot Locker Business and started our Fast Break initiative to test improved merchandise presentations and assortment, which we have expandedscaled to approximatelyover 100250 store locationsstores globally through the endahead of the firstback-to-school quarterselling of 2026season and plan to continue to expand to 250more storeslocations byahead ourof back-to-schoolthe sellingholiday period.season. Additionally, as previously announced, we initiated a review of unproductive assets across Foot Locker’s inventory assortment and store portfolio and eliminated certain positions to better align the organizational design and spending in support of our go-forward vision for the Foot Locker Business. We expect that actionsefforts to optimize the inventory assortment and store portfolio of the Foot Locker Business, restructuring costs, as well as other merger and integration and financing costs, will result in total estimated pre-tax acquisition-related charges of $500up to $750 million. We incurred $390.0$515.8 million of acquisition-related charges to date, including $390.0 million during fiscal 2025 and $125.8 million in the 26 weeks ended August 1, 2026. We currently expect to incur approximately $200 million of acquisition-relatedthese costscharges in fiscal 2026, ofwith whichthe $96.5remaining millioncharges wasto be incurred inover the firstmedium quarter.term. Additionally, we anticipate the acquisition to deliver between $100 million to $125 million in cost synergies in the medium-term,medium term, to be primarily achieved through procurement and direct sourcing efficiencies.
During the first13 quarterand of26 weeks ended August 1, 2026, the Foot Locker Business contributed net sales of $1.8$1.7 billion and $3.5 billion, respectively, and segment profitloss of $17.5$31.9 million.million and $14.4 million, respectively. Proforma comparable sales for the Foot Locker Business, which assume Foot Locker had been acquired at the beginning of the respective periods, increaseddecreased 0.6%3.6% and 1.6% for the 13 and 26 weeks ended MayAugust 2,1, 2026.2026, respectively. Additionally, we incurred $96.5$125.8 million of pre-tax acquisition-related costs during the currentfirst quarter, consistinghalf of $42.7fiscal 2026, which included $85.4 million to write down and liquidate inventory andof merger and integration costs consisting of $53.8 million. Total merger and integration costs for the current quarter includes severance and other employee-related costs from our organizational alignment, store closing charges, legal and other professional fees, and other costs related to the Foot Locker acquisition. Foot Locker acquisition-related charges for the current year-to-date period also included $40.4 million to write down and liquidate inventory as part of our review of the Foot Locker Business.
TheConsumer preferences are evolving, with athletes increasingly responding to newness, innovation and a broader set of brands. As demand shifted during the quarter, inventory grew within the industry, particularly in certain legacy footwear silhouettes and apparel franchises that are not resonating with our athletes the way they once did, resulting in an increasingly aggressive promotional environment for key athletic brands and across the retail marketplace. Additionally, the macroeconomic environment in which we operate remains dynamic as a result of numerous factors, including ongoing elevated interest rates, inflationary pressures, changes to international trade policies from taxation and tariffs, higher fuel costs, and geopolitical conflicts, tensions and events, all of which couldcan impact pricing, consumer discretionary spending behavior and the promotional landscape in which we operate.
Despite this increasingly complex and dynamic macroeconomic environment, we continue to drive comparable sales growth for our DICK’S Business through execution of our core strategies, and with our strong vendor relationships and operational strength, we believe we are well-positioned for long-term growth. As a result of our continued strong performance and momentum of the DICK’S Business and the turnaround efforts underway at Foot Locker,However, balanced against the dynamic geopolitical and macroeconomic environment,environment and a more challenging athletic footwear and apparel marketplace, we haveare raised the low end oflowering our fullsales yearand comparable salesprofit outlook for 2026.the year. We now expect total net sales of $22.1$21.9 billion to $22.4$22.2 billion and earnings per diluted share in the range of $13.27$10.94 to $14.27,$11.94, which includes the dilutive impact of the 9.6 million shares issued in connection with the Foot Locker acquisition, and approximately $200 million of Foot Locker acquisition-related costs anticipated in 2026, and approximately $21 million in charges expected for redesigning the store operating model for the DICK’S Business, offset by $174.5 million of income related to litigation and other settlementssettlements, recognizedand in$40.2 million from IEEPA tariff refunds received attributable to the firstprior quarteryear, ofincluding fiscalrelated 2026.interest income.
ForWhile 2026,our performance remains healthy, we expectare taking a more cautious view of the balance of fiscal 2026 due to drive continued comparable sales growth, strategic expansion of square footage, and strong profitability for the DICK’Smarketplace Business.conditions we are seeing today. We continue to expect our previously announced comparable sales growth for the year to be in the range of 2.5% to 4.0% and now expect segment profit to be in the range of $1.60$1.54 billion to $1.68$1.60 billion, or 11.0%10.6% to 11.4%10.9% as a percentage of net sales. Other trends expected in fiscal 2026 for the DICK’S Business are as follows:
•▪We expect higher comparable sales in the first half of 2026,2026 compared to the second half, primarily due to the FIFA World Cup.
▪Compared to the prior year, we expect segment profit as a percentage of net sales to decline, which includes our expectation for a more promotional marketplace through the balance of the year as well as higher expected fuel prices and supply chain expenses. We expect full year gross margin to decline slightly compared to the prior year, with the gross margin pressure to be most pronounced in the third quarter of 2026. In addition, we expect selling, general and administrative expenses to deleverage as a percentage of net sales compared to last year, reflecting planned strategic digital and in-store investments across technology and talent, marketing, including increased advertising for the FIFA World Cup, and higher teammate healthcare costs.
•Compared to the prior year, we expect segment profit as a percentage of net sales to decline in the first half of 2026, but expand in the second half of 2026 due to the timing of planned investments and synergy savings. In the second quarter of 2026, we expect the largest operating margin decline, driven primarily by the timing of planned investments within selling, general and administrative expenses, which includes World Cup marketing, and the timing of pre-opening expenses to support a higher number of DICK’S House of Sport openings.
We are reducing our full year outlook for the Foot Locker Business to reflect the previously noted footwear marketplace promotional pressures and continued challenges in Foot Locker’s international operations. For fiscal 2026, we expect proforma comparable sales to be in the range of negative 2.0% to flat and segment loss to be in the range of $80 million to $40 million.
We are targeting to return the Foot Locker Business to profitability in 2026 and remain confident in the value creation opportunities of this business. For fiscal 2026, we expect proforma comparable sales growth to be in the range of 1.5% to 3.0% and segment profit to be in the range of $110 to $150 million. We also expect proforma comparable sales and segment profit performance to be weighted towards the second half of 2026, with the back-to-school selling period being an inflection point for the Foot Locker Business.
In February 2026, the Company entered into a settlement agreement to resolve credit and debit card interchange fee litigation matters in which it was a plaintiff. As a result of a lump-sum settlement, the Company received $204.3 million, net of legal fees, during the 13first weeksquarter endedof May 2,fiscal 2026, of which $150.0 million was recorded within selling, general and administrative expense on the Consolidated StatementStatements of Income with the remaining $54.3 million attributed to the Foot Locker acquisition and recorded as part of the Company’s adjustments to the preliminary purchase price allocation. Refer to Part I. Item 1. Financial Statements, Note 2 – Acquisition of Foot Locker for further information.
On February 20, 2026, the United States (“U.S.”) Supreme Court issued a ruling that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the U.S. were unauthorized. Following this ruling, and effective on April 20, 2026, the U.S. Customs and Border Protection launched a platform for importers of record to begin submitting IEEPA tariff refund requests.
The Company has applied a gain contingency model in accordance with ASC 450-30, “Gain Contingencies” to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. We did not receive any refund payments duringDuring the 13 weeks ended MayAugust 2,1, 2026, the Company received $59.0 million of IEEPA tariff refunds and accordingly,$2.1 givenmillion in related interest income. The tariff refunds were recorded as a reduction to cost of goods sold and the uncertaintyinterest regardingincome was recorded within other income on the amountConsolidated or timingStatements of collection,Income. Of the total $59.0 million in IEEPA tariff refunds received, $38.1 million was attributable to tariff costs incurred in the prior year. The Company has now received substantially all of the tariff refunds and we willdo recordnot thehave refundsany assignificant theyadditional arerefund received.claims There are no such refunds included in our 2026 outlook.outstanding.
The Company’s current expectations described above are forward-looking statements. Please seerefer to the section entitled “Forward-Looking Statements” in this Form 10-Q for information regarding important factors that may cause the Company’s actual results to differ from those currently projected and/or otherwise materially affect the Company.
▪Net sales increased 62.7%53.2% to $5.16$5.59 billion in the current quarter from $3.17$3.65 billion during the firstsecond quarter of 2025, which includes $1.79$1.74 billion of net sales for the Foot Locker Business and a 6.0%4.9% increase in comparable sales for the DICK’S Business. Comparable sales increased 4.5%5.0% in the firstsecond quarter of 2025 compared to same period in the previous year.
▪In the current quarter, we reported net income of $319.8$315.5 million, or $3.54$3.50 per diluted share, compared to $264.3$381.4 million, or $3.24$4.71 per diluted share, during the firstsecond quarter of 2025.
▪Net income for the current quarter includes $22.0 million, net of tax, or $0.24 per diluted share, of Foot Locker acquisition-related charges and $11.4 million, net of tax, or $0.13 per diluted share, of costs associated with redesigning the store operating model for the DICK’S Business to better serve the Company’s athletes, offset by $30.3 million, net of tax, or $0.34 per diluted share, of IEEPA tariff refunds received attributable to tariff costs incurred in the prior year and related interest income.
▪Net income for the current quarter includes litigation and other settlement income of $131.2 million, net of tax, or $1.45 per diluted share, which consists of pre-tax income of $150.0 million, net of legal fees, for the settlement of credit and debit card interchange fee litigation and $24.5 million for the early lease termination of a store location. The current quarter net income also includes $73.5 million, net of tax, or $0.81 per diluted share, of Foot Locker acquisition-related charges.
▪Net income for the prior year quarter included non-cash lossesgains from a pre-acquisition investment in Foot Locker equity securities of $36.8 million, net of tax, or $0.45 per diluted share, partially offset by $10.3 million, net of tax, or $0.13 per diluted share.share, of Foot Locker acquisition-related costs.
▪During the firstsecond quarter of 2026, we:
▪Repurchased 0.7 million shares of common stock for a total of $141.2 million under the Company's current share repurchase program.
▪Completed construction of our sixth distribution center for the DICK’S Business in Fort Worth, Texas, which became operational in April 2026.
▪As of MayAugust 2,1, 2026, we operated 3,1153,104 store locations across the DICK’S and Foot Locker Businesses. The following tables summarize store activity in fiscal 2026:
(1)As of MayAugust 2,1, 2026, includes 3637 Golf Galaxy Performance Centers, with threefour new openings during fiscal 2026, three of which were conversions of prior Golf Galaxy store locations.
(3)Represents Foot Locker store locations in Europe, including twoone Kids Foot Locker storesstore and related square footage, as of MayAugust 2,1, 2026.
(5)Store closures for the Foot Locker Business during fiscal 2026 includes 6267 Foot Locker stores identified as part of the Company's review of unproductive assets. Additionally, the Foot Locker Business relocated or remodeled 1741 stores during the current year period consisting of four13 Foot Locker, fourthree Champs Sports, seven Kids Foot Locker and foursix WSS store locations in North America and five12 international store locations.
The following table presents selected information from the unaudited Consolidated Statements of Income as a percentage of net sales and the changes in the percentage of net sales from the comparable 2025 period, and other data, and is provided to facilitate a further understanding of our business. Results herein for the 13 and 26 weeks ended MayAugust 2,1, 2026 reflect Foot Locker operations for the fullentire fiscal quarter.period. This table should be read in conjunction with Part II, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q Report and the accompanying unaudited Consolidated Financial Statements and related notes thereto.
13 Weeks Ended MayAugust 2,1, 2026 Compared to the 13 Weeks Ended MayAugust 3,2, 2025
Net sales increased 62.7%53.2% to $5,164.5$5,586.8 million in the current quarter from $3,174.7$3,646.6 million for the quarter ended MayAugust 3,2, 2025, which includes $1,787.1$1,736.9 million of Foot Locker net sales and a $185.7$177.4 million, or 6.0%,4.9%, increase in comparable sales for the DICK’S Business. The remaining increase in net sales was primarily attributable to new stores. The increase in comparable sales for the DICK’S Business includes a 5.5%3.6% increase in sales per transaction and a 0.5%1.3% increase in transactions, and reflects broad-based growth across footwear, apparel and hardlines, including athleticstrong footwearresults andfrom apparel,the team2026 sports,FIFA golf,World licensed merchandiseCup and trading cards.cards, partially offset by declines in golf, outdoor equipment and accessories.
Operating income increaseddecreased to $450.7$440.8 million in the current quarter compared to $366.1$452.2 million for the quarter ended MayAugust 3,2, 2025.
Gross profit increased to $1,683.3$1,943.3 million in the current quarter from $1,165.1$1,351.3 million for the quarter ended MayAugust 3,2, 2025, but decreased as a percentage of net sales by 411228 basis points primarily due to ana 83379 basis point, or $42.7 million,point decrease to write-down and liquidate Foot Locker inventory as part of our Foot Locker acquisition-related charges and 292 basis points from lower gross margin in the Foot Locker Business.Business, Grosspartially profitoffset decreasedby 36a 79 basis pointspoint increase for the DICK’S Business and a 68 basis point, or $38.1 million, increase from IEEPA tariff refunds received attributable to tariff costs incurred in the prior year. The increase in gross profit as a percentage of net sales for the DICK’S Business,Business is driven primarily by salesmerchandise mixmargin expansion from IEEPA tariff refunds attributable to tariff costs incurred in the current year, and leverage from sales growth in higher shippingmargin expenses,areas such as DICK’S Media Network and GameChanger, partially offset by leveragehigher onshipping and supply chain expenses, and deleverage on fixed occupancy costs.
Selling, general and administrative expenses increased 48.2%64.7% to $1,163.9$1,447.4 million in the current quarter from $785.5$878.7 million for the quarter ended MayAugust 3,2, 2025, and decreasedincreased as a percentage of net sales by 220181 basis points. The $378.4$568.7 million increase in current quarter expense includes $480.4$476.8 million from the Foot Locker Business, partially offset by litigation and other settlements of $174.5 million.Business. The remaining $72.5$91.9 million increase compared to the quarter ended August 2, 2025, is primarily due to strategic digital and in-store investments across technology and talenttalent, comparedmarketing, including increased advertising spend for the 2026 FIFA World Cup, costs associated with redesigning the store operating model for the DICK’S Business to better serve the quarterCompany’s endedathletes Mayand 3,higher 2025.teammate Thehealthcare currentcosts. quarterThese alsoincreases includeswere partially offset by an $11.4$8.6 million expense increasedecrease related to changes in the investment values of our deferred compensation plans, which is fully offset in Other Income.
Merger and integration costs were $53.8$31.6 million in the current quarter and $8.0 million in the quarter ended MayAugust 2, 2026.2025. These costs include severance and other employee-related costs from our organizational alignment,alignment for the Foot Locker Business, store closing charges, legal and professional fees, and other costs related to the Foot Locker acquisition.
Pre-opening expenses increased to $14.9$23.5 million in the current quarter from $13.4$12.3 million for the quarter ended MayAugust 3,2, 2025. Pre-opening expenses in any period typically fluctuate depending on the timing and number of new store openings and relocations. The current quarter includes pre-opening expenses to support the opening of five new DICK’S House of Sport stores, compared to one in the prior year quarter.
Other (Income) Expense
Other income totaled $13.2$15.5 million in the current quarter compared to other expense of $6.3$73.7 million for the quarter ended MayAugust 3,2, 2025. The $19.5$58.2 million increasedecrease in income compared to the prior year was primarily driven by non-cash lossesgains from a pre-acquisition investment in Foot Locker equity securities of $13.9$49.7 million in the prior year quarter and an $11.4$8.6 million expense decreaseincrease from changes in our deferred compensation plan investment values driven by performance in equity markets. The Company recognizes investment income or investment expense to reflect changes in deferred compensation plan investment values with an offsetting charge or reduction to selling, general and administrative costs for the same amount.
Our effective tax rate increased to 28.3%28.0% in the current quarter from 24.0%25.2% for the quarter ended MayAugust 3,2, 2025. The effective tax rate for the current quarter includes the unfavorable impact from the Foot Locker segment, which incurred cumulative losses in certain foreign jurisdictions where the related tax benefits cannot be realized and are subject to a valuation allowance.
26 Weeks Ended August 1, 2026 Compared to the 26 Weeks Ended August 2, 2025
Net Sales
Net sales increased 57.6% to $10,751.3 million in the current period from $6,821.3 million for the prior year period ended August 2, 2025, which includes $3,524.0 million of Foot Locker net sales and a $363.1 million, or 5.4%, increase in comparable sales for the DICK’S Business. The remaining increase in net sales was primarily attributable to new stores. The increase in comparable sales for the DICK’S Business includes a 4.5% increase in sales per transaction and a 0.9% increase in transactions, and reflects broad-based growth across footwear, apparel and hardlines, including strong results from the 2026 FIFA World Cup and trading cards, partially offset by declines in outdoor equipment and accessories.
Operating Income
Operating income increased to $891.4 million in the current period, compared to $818.3 million for the prior year period.
Gross profit increased to $3,626.5 million in the current period from $2,516.4 million for the prior year period, but decreased as a percentage of net sales by 316 basis points primarily due to a 339 basis point decrease from lower gross margin in the Foot Locker Business and a 38 basis point, or $40.4 million, decrease to write-down and liquidate Foot Locker inventory as part of our Foot Locker acquisition-related charges. These decreases were partially offset by a 35 basis point, or $38.1 million, increase from IEEPA tariff refunds attributable to tariff costs incurred in the prior year and 25 basis points of gross profit expansion in the DICK’S Business. The increase in gross profit as a percentage of net sales for the DICK’S Business is driven primarily by merchandise margin expansion from IEEPA tariff refunds attributable to tariff costs incurred in the current year, and leverage from sales growth in higher margin areas such as DICK’S Media Network and GameChanger, partially offset by higher shipping and supply chain expenses, and deleverage on fixed occupancy costs.
Selling, general and administrative expenses increased 56.9% to $2,611.4 million in the current period from $1,664.3 million for the prior year period, but decreased as a percentage of net sales by 11 basis points. The $947.1 million increase in current period expense includes $957.2 million from the Foot Locker Business, partially offset by litigation and other settlements of $174.5 million. The remaining $164.4 million increase is primarily due to strategic digital and in-store investments across technology and talent, marketing, including increased advertising spend for the 2026 FIFA World Cup, costs associated with redesigning the store operating model for the DICK’S Business to better serve the Company’s athletes and higher teammate healthcare costs. The current period also includes a $2.8 million expense increase related to changes in the investment values of our deferred compensation plans, which is fully offset in Other Income.
Merger and integration costs were $85.4 million in the current period and $8.0 million in the period ended August 2, 2025. These costs include severance and other employee-related costs from our organizational alignment for the Foot Locker Business, store closing charges, legal and professional fees, and other costs related to the Foot Locker acquisition.
Pre-opening expenses increased to $38.4 million in the current period from $25.8 million for the prior year period. Pre-opening expenses in any period typically fluctuate depending on the timing and number of new store openings and relocations. The current period includes pre-opening expenses to support the opening of six new DICK’S House of Sport stores, compared to three in the prior year period.
Other Income
Other income totaled $28.7 million in the current period compared to $67.5 million for the period ended August 2, 2025. The prior year period included $35.9 million of non-cash gains from an investment in Foot Locker equity securities prior to the acquisition. The remaining decrease in income was primarily driven by a $5.2 million decrease in interest income due to lower average cash and cash equivalents and lower average interest rates during the current period, partially offset by a $2.8 million expense decrease compared to the prior year period from changes in our deferred compensation plan investment values driven by performance in equity markets. The Company recognizes investment income or investment expense to reflect changes in deferred compensation plan investment values with an offsetting charge or reduction to selling, general and administrative costs for the same amount.
Income Taxes
Our effective tax rate increased to 28.2% in the current period from 24.7% for the same period last year. The effective tax rate for the current period includes the unfavorable impact from the Foot Locker segment, which incurred losses in certain foreign jurisdictions where the related tax benefits cannot be realized and are subject to a valuation allowance.
13 Weeks Ended MayAugust 2,1, 2026 Compared to the 13 Weeks Ended MayAugust 3,2, 2025
Net sales for the DICK’S Business increased 6.4%5.6% to $3,377.4$3,849.9 million in the current quarter from $3,174.7$3,646.6 million for the quarter ended MayAugust 3,2, 2025, due primarily to a $185.7$177.4 million, or 6.0%,4.9%, increase in comparable sales. The remaining increase in net sales was primarily attributable to new stores, including DICK’S House of Sport, DICK’S Field House, and Golf Galaxy Performance Centers. The 6.0%4.9% increase in comparable sales includes a 5.5%3.6% increase in sales per transaction and a 0.5%1.3% increase in transactions, and reflects broad-based growth across footwear, apparel and hardlines, including athleticstrong footwearresults andfrom apparel,the team2026 sports,FIFA golf,World licensed merchandiseCup and trading cards.cards, partially offset by declines in golf, outdoor equipment and accessories.
Gross profit for the DICK’S Business increased to $1,227.3$1,457.0 million in the current quarter from $1,165.1$1,351.3 million for the quarter ended MayAugust 3,2, 2025 and decreasedincreased as a percentage of net sales by 3679 basis points,points. drivenMerchandise margins as a percentage of net sales increased 137 basis points due primarily byto IEEPA tariff refunds attributable to tariff costs incurred in the current year and leverage from sales mixgrowth in higher margin areas such as DICK’S Media Network and higher shipping expenses, partially offset by leverage on supply chain costs.GameChanger. Our occupancy costs, which after the cost of merchandise represents the largest expense item within our cost of goods sold, are generally fixed in nature and fluctuate based on the number of stores that we operate. Occupancy costsoperate, increased $17.9$23.9 million and leverageddeleveraged two19 basis points as a percentage of net sales. The remaining decrease in gross profit as a percentage of net sales was driven by higher shipping expenses driven by higher eCommerce sales and elevated fuel costs, and supply chain costs, which included the first full quarter of operations at our new Fort Worth, Texas distribution center.
Segment profit for the DICK’S Business increased 0.2%,2.2%, but decreased by 6642 basis points as a percentage of net sales, to $361.0$485.2 million for the current quarter compared to $360.4$475.0 million for the quarter ended MayAugust 3,2, 2025. Gross margin decreasedas 36a percentage of net sales increased 79 basis points, which was more than offset by 96 basis points andof deleverage in selling, general and administrative expenses deleveraged 31 basis points compared to the prior year quarter. Selling, general and administrative expenses increased $61.0$85.2 million in the current quarter compared to the quarter ended August 2, 2025, primarily due to strategic digital and in-store investments across technology and talenttalent, marketing, including increased advertising spend for the 2026 FIFA World Cup, and higher teammate healthcare costs. Pre-opening expenses increased $10.3 million in the 13 weeks ended August 1, 2026, due primarily to the opening of five new DICK’S House of Sport stores in the current quarter compared to one in the quarterprior endedyear May 3, 2025.quarter.
The acquisition of Foot Locker was completed on September 8, 2025; therefore, there is no comparative prior period.quarter information for the 13 weeks ended August 2, 2025. Financial results for the 13 weeks ended MayAugust 2,1, 2026 include Foot Locker’s operations for the entire quarter.
DKS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 8 Form 4 filings (7 insiders, 6 trade dates, 42,795 shares, about $5.6M) and open-market sales in 2 filings (2 insiders, 2 trade dates, 24,223 shares, about $5.5M). Net open-market shares: 18,572 (purchases minus sales); net value about $81.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-03 | Freeman Ann |
Shares withheld for tax | 549 | $136.08 | $74.7K |
| 2026-09-30 | Barnes Matthew |
Open-market purchase | 3,665 | $136.39 | $499.9K |
| 2026-09-23 | Fitzgerald Larry Jr. |
Open-market purchase | 1,860 | $131.67 | $244.9K |
| 2026-09-22 | Gupta Navdeep |
Open-market purchase | 7,707 | $129.75 | $1,000.0K |
| 2026-09-03 | Baran Elizabeth H. |
Shares withheld for tax | 68 | $139.77 | $9.5K |
| 2026-09-01 | Colombo William J |
Open-market purchase | 913 | $133.19 | $121.6K |
| 2026-08-27 | Barrenechea Mark J |
Open-market purchase | 17,000 | $130.72 | $2.2M |
| 2026-08-27 | Colombo William J |
Open-market purchase | 1,100 | $129.00 | $141.9K |
| 2026-08-26 | Mathrani Sandeep |
Open-market purchase | 1,550 | $128.89 | $199.8K |
| 2026-08-26 | Eddy Robert W. |
Open-market purchase | 4,000 | $128.70 | $514.8K |
| 2026-08-26 | Colombo William J |
Open-market purchase | 5,000 | $128.72 | $643.6K |
| 2026-06-24 | Stack Edward W |
Shares withheld for tax | 442,692 | $236.93 | $104.9M |
| 2026-06-24 | Stack Edward W |
Option exercise | 958,466 | $11.31 | $10.8M |
| 2026-06-10 | Ralls-Morrison Desiree |
Grant/award | 838 | — | — |
| 2026-06-10 | Mathrani Sandeep |
Grant/award | 838 | — | — |
| 2026-06-10 | Fitzgerald Larry Jr. |
Grant/award | 838 | — | — |
| 2026-06-10 | Fink Anne |
Grant/award | 838 | — | — |
| 2026-06-10 | Eddy Robert W. |
Grant/award | 838 | — | — |
| 2026-06-10 | Chirico Emanuel |
Grant/award | 838 | — | — |
| 2026-06-10 | Colombo William J |
Grant/award | 838 | — | — |
| 2026-06-10 | Barrenechea Mark J |
Grant/award | 838 | — | — |
| 2026-06-10 | Schorr Lawrence J |
Grant/award | 838 | — | — |
| 2026-05-28 | Hobart Lauren R |
Option exercise | 20,083 | $11.31 | $227.1K |
| 2026-05-28 | Hobart Lauren R |
Open-market sale | 6,791 | $227.69 | $1.5M |
| 2026-05-28 | Hobart Lauren R |
Open-market sale | 13,292 | $228.34 | $3.0M |
| 2026-04-20 | Lodge-Jarrett Julie |
Gift | 150 | — | — |
| 2026-04-17 | Lodge-Jarrett Julie |
Option exercise | 4,140 | $12.82 | $53.1K |
| 2026-04-17 | Lodge-Jarrett Julie |
Open-market sale | 1,640 | $227.26 | $372.7K |
| 2026-04-17 | Lodge-Jarrett Julie |
Open-market sale | 2,500 | $221.13 | $552.8K |
Well-known investors holding DKS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Viking Global Investors (Andreas Halvorsen) | 2026-06-30 | 1,106,134 | $250.9M | 0.72% | Reduced 13% |
| D. E. Shaw & Co. | 2026-06-30 | 360,838 | $81.8M | 0.05% | Added 116% |
| Two Sigma Investments | 2026-06-30 | 193,806 | $44.0M | 0.03% | New position |
| Renaissance Technologies | 2026-06-30 | 130,839 | $29.7M | 0.04% | Added 93% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 67,358 | $15.3M | 0.01% | Added 8% |
| PRIMECAP Management | 2026-06-30 | 64,150 | $14.5M | 0.01% | Added 6% |
| Bridgewater Associates | 2026-06-30 | 48,855 | $9.7M | — | Sold out |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 20,209 | $4.6M | 0.01% | Added 234% |
| Millennium Management (Israel Englander) | 2026-06-30 | 14,978 | $3.0M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 2,079 | $471.5K | 0.0% | Reduced 100% |