Mga Batayang Estadistika
| LEI | 529900SSBV5I4LWSK313 |
| CIK | 1089063 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DICK'S Sporting Goods, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S Sporting Goods”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger |
|
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 DICK’S SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31463 16-1241537 (State or other jurisdiction of incorporation or org |
|
| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 DICK’S SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31463 16-1241537 (State or other jurisdiction of incorporation or org |
|
| September 2, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK’S Sporting Goods and Foot Locker Announce Preliminary Results of Election for Merger Consideration PITTSBURGH and NEW YORK, September 2, 2025 – DICK’S Sporting Goods, Inc. (“DICK’S Sporting Goods”) (NYSE: DKS) and Foot Locker, Inc. (“Foot Locker”) (NYSE: FL) today announced the preliminary results of the elections made by Foot Locker shareholders of record r |
|
| August 28, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 2, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK |
|
| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2025 DICK'S SPORTING GOODS, INC. |
|
| August 28, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Second Quarter Results; Raises 2025 Outlook (A) – Delivers Record Second Quarter Sales and 5.0% Comparable Sales Growth – – Raises Full Year 2025 Guidance for Comparable Sales Growth to a Range of 2.0% to 3.5% – ●Delivered earnings per diluted share of $4.71 and non-GAAP earnings per diluted share of $4.38, compared to GAAP and non-G |
|
| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 DICK’S SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31463 16-1241537 (State or other jurisdiction of incorporation or organ |
|
| August 26, 2025 |
Exhibit 99.1 DICK'S Sporting Goods and Foot Locker Announce Expiration of HSR Waiting Period and Election Deadline for Foot Locker Shareholders to Elect Merger Consideration • Merger expected to close on September 8, 2025, subject to satisfaction of customary closing conditions PITTSBURGH and NEW YORK, Aug. 26, 2025 /PRNewswire/ - DICK'S Sporting Goods, Inc. ("DICK'S Sporting Goods") (NYSE: DKS), |
|
| August 4, 2025 |
Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Registration No. 333-288244 Date: August 4, 2025 PRESS RELEASE DICK’S Sporting Goods Announces Extension of Expiration Date in Connection with Previously Anno |
|
| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 DICK’S SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31463 16-1241537 (State or other jurisdiction of incorporation or organiz |
|
| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 DICK’S SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31463 16-1241537 (State or other jurisdiction of incorporation or organiz |
|
| July 11, 2025 |
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-288244 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Foot Locker, Inc. Shareholder: On May 15, 2025, Foot Locker, Inc. (which we refer to as “Foot Locker”), DICK’S Sporting Goods, Inc. (which we refer to as “DICK’S Sporting Goods”) and RJS Sub LLC, a direct wholly owned subsidiary of DICK’S Sporting Goods (which we refe |
|
| July 8, 2025 |
As filed with the Securities and Exchange Commission on July 8, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 8, 2025 Registration No. |
|
| July 8, 2025 |
DICK’S SPORTING GOODS, INC. July 8, 2025 DICK’S SPORTING GOODS, INC. July 8, 2025 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Eddie Kim Re: DICK’S Sporting Goods Registration Statement on Form S-4 File No. 333-288244 Request for Effectiveness Ladies and Gentlemen: Reference is made to the Registration Statement on Form S |
|
| July 8, 2025 |
Consent of Evercore Group L.L.C. Exhibit 99.2 Consent of Evercore Group L.L.C. July 8, 2025 Foot Locker, Inc. 330 West 34th Street New York, New York 10001 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated May 14, 2025, to the Board of Directors of Foot Locker, Inc. (“Foot Locker”), as Annex B to, and reference thereto under the captions “Summary—Opinion of Foot Locker’s Financial |
|
| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2025 DICK'S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission F |
|
| June 23, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Foot |
|
| June 23, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-4 (Form Type) DICK’S SPORTING GOODS, INC. |
|
| June 23, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Foot |
|
| June 23, 2025 |
Exhibit 99.1 |
|
| June 23, 2025 |
As filed with the Securities and Exchange Commission on June 23, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 23, 2025 Registration No. |
|
| June 23, 2025 |
Title of Foot Locker Notes / CUSIP / ISIN No. Exhibit 99.1 DICK’S Sporting Goods Announces Results of Early Participation in Exchange Offer and Consent Solicitation PITTSBURGH, June 23, 2025 - DICK’S Sporting Goods, Inc. (“DICK’S”) (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today announced that, in connection with the previously announced offer to eligible holders to exchange (the “ |
|
| June 23, 2025 |
Consent of Evercore Group L.L.C. Exhibit 99.2 Consent of Evercore Group L.L.C. June 23, 2025 Foot Locker, Inc. 330 West 34th Street New York, New York 10001 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated May 14, 2025, to the Board of Directors of Foot Locker, Inc. (“Foot Locker”), as Annex B to, and reference thereto under the captions “Summary—Opinion of Foot Locker’s Financial |
|
| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2025 DICK'S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission F |
|
| June 23, 2025 |
Title of Foot Locker Notes / CUSIP / ISIN No. Exhibit 99.1 DICK’S Sporting Goods Announces Results of Early Participation in Exchange Offer and Consent Solicitation PITTSBURGH, June 23, 2025 - DICK’S Sporting Goods, Inc. (“DICK’S”) (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today announced that, in connection with the previously announced offer to eligible holders to exchange (the “ |
|
| June 13, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF DICK’S SPORTING GOODS, INC. Dick’s Sporting Goods, Inc., a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors (the “Board”) of the Corporation |
|
| June 13, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2025 DICK'S SPORTING GOODS, INC. |
|
| June 9, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 3, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK’S |
|
| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 DICK'S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission Fi |
|
| June 6, 2025 |
Exhibit 99.1 PRESS RELEASE DICK’S Sporting Goods Commences Exchange Offer and Consent Solicitation for Foot Locker’s Senior Notes Due 2029 PITTSBURGH, June 6, 2025 - DICK’S Sporting Goods, Inc. (“DICK’S”) (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today announced that, in connection with its anticipated acquisition of Foot Locker, Inc. (“Foot Locker”), DICK’S |
|
| June 6, 2025 |
ARTICLE 4 Conditions Precedent Exhibit 10.1 STRICTLY CONFIDENTIAL EXECUTION VERSION CREDIT AGREEMENT DATED AS OF JUNE 6, 2025 AMONG DICK’S SPORTING GOODS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing Lender WELLS FARGO SECURITIES, LLC, GOLDMAN SACHS BANK USA, BOFA SECURITIES, INC., PNC BANK, NATIONAL ASSOCIATION and U.S. B |
|
| June 6, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Foot |
|
| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 6, 2025 DICK'S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission Fi |
|
| June 6, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 15, 2025, DICK’S Sporting Goods, Inc., a Delaware corporation (the “Company” or “DICK’S”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and Foot |
|
| June 6, 2025 |
Exhibit 99.1 PRESS RELEASE DICK’S Sporting Goods Commences Exchange Offer and Consent Solicitation for Foot Locker’s Senior Notes Due 2029 PITTSBURGH, June 6, 2025 - DICK’S Sporting Goods, Inc. (“DICK’S”) (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today announced that, in connection with its anticipated acquisition of Foot Locker, Inc. (“Foot Locker”), DICK’S |
|
| June 6, 2025 |
ARTICLE 4 Conditions Precedent Exhibit 10.1 STRICTLY CONFIDENTIAL EXECUTION VERSION CREDIT AGREEMENT DATED AS OF JUNE 6, 2025 AMONG DICK’S SPORTING GOODS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing Lender WELLS FARGO SECURITIES, LLC, GOLDMAN SACHS BANK USA, BOFA SECURITIES, INC., PNC BANK, NATIONAL ASSOCIATION and U.S. B |
|
| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report DICK'S SPORTING GOODS, INC. |
|
| May 29, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 28, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
|
| May 28, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 28, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
|
| May 28, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 28, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
|
| May 28, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports First Quarter Results; Delivers Record First Quarter Sales and 4.5% Comparable Sales Growth – Delivers Double-Digit EBT Margin of 11.0% and Non-GAAP EBT Margin of 11.4% – – Reaffirms 2025 Outlook for Comp Sales and EPS (A) – ●Delivered earnings per diluted share of $3.24 and non-GAAP earnings per diluted share of $3.37, compared to $ |
|
| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 27, 2025 DICK'S SPORTING GOODS, INC. |
|
| May 15, 2025 |
Exhibit 99.2 FOR IMMEDIATE RELEASE DICK’S Sporting Goods to Acquire Foot Locker to Create a Global Leader in the Sports Retail Industry Combination creates global platform within the growing sports retail industry, positioned to serve evolving needs of a broader range of consumers Poised to drive long-term success through innovative store concepts and digital experiences Foot Locker shareholders c |
|
| May 15, 2025 |
Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker, In |
|
| May 15, 2025 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 DICK’S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| May 15, 2025 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 DICK’S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission Fi |
|
| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
|
| May 15, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK’S Sporting Goods Reports Preliminary Results for First Quarter of 2025; Reports Comparable Sales Growth of 4.5% PITTSBURGH, May 15, 2025 - DICK’S Sporting Goods, Inc. (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today reported select preliminary financial results for its first quarter ended May 3, 2025. “We are very pleas |
|
| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 DICK’S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission Fi |
|
| May 15, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DICK’S SPORTING GOODS, INC., RJS SUB LLC and FOOT LOCKER, INC. dated as of May 15, 2025 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 13 Article II THE MERGER 15 Section 2.1. The Merger 15 Section 2.2. The Closing 15 Section 2.3. Effective Time 16 Section |
|
| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
|
| May 15, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 DICK’S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorporation) (Commission Fi |
|
| May 15, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DICK’S SPORTING GOODS, INC., RJS SUB LLC and FOOT LOCKER, INC. dated as of May 15, 2025 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 13 Article II THE MERGER 15 Section 2.1. The Merger 15 Section 2.2. The Closing 15 Section 2.3. Effective Time 16 Section |
|
| May 15, 2025 |
Exhibit 99.3 2 . 3 4 5 6 7 8 9 10 11 •••• •• • • • • • 12 |
|
| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
|
| May 15, 2025 |
425 Filed by DICK’S Sporting Goods, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Foot Locker, Inc. Commission File No.: 001-10299 Date: May 15, 2025 The following communication was made by DICK’S Sporting Goods, Inc. (“DICK’S”) in connection with the proposed acquisition of Foot Locker |
|
| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive |
|
| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive |
|
| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive |
|
| March 27, 2025 |
Exhibit 19.1 DocID: DKS-LEGAL-02.00 Document Name: INSIDER TRADING POLICY Document Type: Policy Version #: 1.3 Functional Area: Legal Issued by: General Counsel Issue Date: 03/26/2025 Page #: Page 1 of 11 I.Scope: This insider trading policy (this “Policy”) of DICK’S Sporting Goods, Inc. and its affiliates (the “Company”) provides guidelines to ensure that the Company and Company Personnel (as def |
|
| March 27, 2025 |
Exhibit 10.6h 2025 LONG-TERM INCENTIVE PROGRAM PERFORMANCE UNIT AWARD AGREEMENT Granted Under the DICK’S SPORTING GOODS, INC. AMENDED AND RESTATED 2012 STOCK AND INCENTIVE PLAN (As Amended and Restated on June 9, 2021) This Performance Unit Award Agreement (this “Agreement”), dated as of the date of grant set forth below (the “Grant Date”), is made and entered into between Dick’s Sporting Goods, I |
|
| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 25, 2025 DICK'S SPORTING GOODS, INC. |
|
| March 27, 2025 |
s 2012 Stock and Incentive Plan for awards granted on or after Marc Exhibit 10.6b RESTRICTED STOCK AWARD AGREEMENT‒EMPLOYEES Granted Under the DICK’S SPORTING GOODS, INC. AMENDED AND RESTATED 2012 STOCK AND INCENTIVE PLAN (As Amended and Restated on June 9, 2021) This Restricted Stock Award Agreement (this “Agreement”), dated as of the date of grant set forth below (the “Grant Date”), is made and entered into between Dick’s Sporting Goods, Inc. (the “Company”) and |
|
| March 27, 2025 |
for awards granted after March 25, Exhibit 10.6m RESTRICTED STOCK AWARD AGREEMENT‒DIRECTORS Granted Under the DICK’S SPORTING GOODS, INC. AMENDED AND RESTATED 2012 STOCK AND INCENTIVE PLAN (As Amended and Restated on June 9, 2021) This Restricted Stock Award Agreement (this “Agreement”), dated as of the date of grant set forth below (the “Grant Date”), is made and entered into between Dick’s Sporting Goods, Inc. (the “Company”) and |
|
| March 27, 2025 |
Exhibit 19.2 DocID: DKS-COMP-02.01 Document Name: INSIDER TRADING PRE-CLEARANCE GUIDELINES Document Type: Other Version #: 1.2 Functional Area: Legal Issued by: General Counsel Issue Date: 03/26/25 Page #: Page 1 of 4 I.Scope: The following categories of individuals and/or entities (collectively, the “Pre-Clearance Persons”) may not engage in any transaction involving Company Securities without fi |
|
| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31463 DICK'S SPORTING GOODS, INC. (E |
|
| March 27, 2025 |
DICK'S Sporting Goods Inc. Subsidiary Listing Exhibit 21 DICK'S Sporting Goods Inc. Subsidiary Listing American Sports Licensing, LLC, a Delaware limited liability company Chick’s Sporting Goods, LLC, a California limited liability company Criterion Golf Technology, Inc., an Ontario corporation Dick’s International Sourcing Group, a People’s Republic of China Trust Dick’s International Sourcing Holdings Limited, a Hong Kong limited corporatio |
|
| March 27, 2025 |
Unit Award Agreement - Director Deferrals granted under the Regist Exhibit 10.6n RESTRICTED UNIT AWARD AGREEMENT—DIRECTOR DEFERRALS Granted Under the DICK’S SPORTING GOODS, INC. AMENDED AND RESTATED 2012 STOCK AND INCENTIVE PLAN (As Amended and Restated on June 9, 2021) This Restricted Unit Award Agreement (this “Agreement”), dated as of the date of grant set forth below (the “Grant Date”), is made and entered into between Dick’s Sporting Goods, Inc. (the “Compan |
|
| March 27, 2025 |
Exhibit 10.6i RESTRICTED STOCK AWARD AGREEMENT Granted Under the DICK’S SPORTING GOODS, INC. 2012 STOCK AND INCENTIVE PLAN (As Amended and Restated on March 14, 2017) Unless otherwise defined herein, each capitalized term used in this Restricted Stock Award Agreement (this “Agreement”) shall have the meaning given such term in the Dick’s Sporting Goods, Inc. 2012 Stock and Incentive Plan, as amend |
|
| March 27, 2025 |
mended and Restated Form of Per Exhibit 10.6f PERFORMANCE UNIT AWARD AGREEMENT Granted Under the DICK’S SPORTING GOODS, INC. AMENDED AND RESTATED 2012 STOCK AND INCENTIVE PLAN (As Amended and Restated on June 9, 2021) This Performance Unit Award Agreement (this “Agreement”), dated as of the date of grant set forth below (the “Grant Date”), is made and entered into between Dick’s Sporting Goods, Inc. (the “Company”) and %%FIRSTNA |
|
| March 11, 2025 |
Exhibit 99.2 DICK’S Sporting Goods, Inc Comparable Sales Revisions Fiscal 2024 As Reported As Revised Quarter ended May 4, 2024 5.3 % 5.3 % Quarter ended August 3, 2024 4.5 % 4.5 % 26 weeks ended August 3, 2024 4.9 % 4.9 % Quarter ended November 2, 2024 4.2 % 4.3 % 39 weeks ended November 2, 2024 4.7 % 4.7 % Quarter ended February 1, 2025 6.4 % 6.6 % Year ended February 1, 2025 5.2 % 5.2 % |
|
| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 10, 2025 DICK'S SPORTING GOODS, INC. |
|
| March 11, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Fourth Quarter and Full Year 2024 Results; Delivers Largest Sales Quarter in Company History – Delivers 6.4% Fourth Quarter Comparable Sales Growth – – Expects Continued Growth in Comparable Sales in 2025 – ●Delivered 5.2% full year 2024 comparable sales growth, driven by growth in average ticket and transactions ●Delivered full year |
|
| November 27, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 2, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DI |
|
| November 26, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Third Quarter Results – Delivers 4.2% Comparable Sales Growth – – Raises 2024 Comp Sales and EPS Outlook – ●Delivered third quarter net sales of $3.06 billion and earnings per diluted share of $2.75 including the expected unfavorable impact from the calendar shift of approximately $105 million and $0.35 per diluted share, respectivel |
|
| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 DICK'S SPORTING GOODS, INC. |
|
| November 14, 2024 |
SC 13G/A 1 p24-3196sc13ga.htm DICK'S SPORTING GOODS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Dick's Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253393102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Sta |
|
| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2024 DICK'S SPORTING GOODS, INC. |
|
| September 4, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Second Quarter Results; Raises 2024 Outlook – Delivers 4.5% Comparable Sales Growth – – Delivers Double-Digit EBT Margin of 13.9% – ●Delivered net sales of $3.47 billion, up 7.8% versus the prior year including the expected benefit from the calendar shift of approximately $95 million ●Reported earnings per diluted share of $4.37, up |
|
| September 4, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 3, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK |
|
| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2024 DICK'S SPORTING GOODS, INC. |
|
| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 12, 2024 DICK'S SPORTING GOODS, INC. |
|
| May 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 4, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK’S |
|
| May 29, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports First Quarter Results; Raises 2024 Outlook – Delivers Net Sales of $3.02 Billion, Up 6.2% Versus the Prior Year – – Delivers Double-Digit EBT Margin of 11.3% – ●Delivered 5.3% comparable sales growth, driven by growth in transactions and average ticket ●Reported earnings per diluted share of $3.30 with 4% EBT growth ●Raises full year |
|
| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 DICK'S SPORTING GOODS, INC. |
|
| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report DICK'S SPORTING GOODS, INC. |
|
| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive |
|
| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive |
|
| March 28, 2024 |
Second Amended and Restated Bylaws (adopted March 27, 2024) Exhibit 3.5 EXHIBIT A SECOND AMENDED AND RESTATED BY-LAWS OF DICK'S SPORTING GOODS, INC. (a Delaware corporation) (March 27, 2024) ARTICLE I STOCKHOLDERS SECTION 1. ANNUAL MEETINGS. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date, time and place, if any, as t |
|
| March 28, 2024 |
DICK'S Sporting Goods Inc. Subsidiary Listing Exhibit 21 DICK'S Sporting Goods Inc. Subsidiary Listing American Sports Licensing, LLC, a Delaware limited liability company Chick’s Sporting Goods, LLC, a California limited liability company Criterion Golf Technology, Inc., an Ontario corporation Dick’s International Sourcing Group, a People’s Republic of China Trust Dick’s International Sourcing Holdings Limited, a Hong Kong limited corporatio |
|
| March 28, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 DICK’S SPORTING GOODS, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of DICK’S Sporting Goods, Inc. (the “Company”) has adopted this Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual, as may be amended or replaced from time to time (the “Clawback Rules”), promulgated pursuant to the final rules |
|
| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31463 DICK'S SPORTING GOODS, INC. (E |
|
| March 19, 2024 |
EX-99.1 2 d792121dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 2 to Schedule 13D, dated March 19, 2024, with respect to the shares of common stock of Dick’s Sporting Goods, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of t |
|
| March 19, 2024 |
DKS / DICK'S Sporting Goods, Inc. / COLOMBO WILLIAM J - SC 13D/A Activist Investment SC 13D/A 1 d792121dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Dick’s Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253393102 (CUSIP Number) William J. Colombo 345 Court Street Coraopolis, Pennsylvania 15108 (724) |
|
| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2024 DICK'S SPORTING GOODS, INC. |
|
| March 14, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Fourth Quarter and Full Year 2023 Results; Delivers Largest Sales Quarter in Company History – Delivers 2.8% Fourth Quarter Comparable Store Sales Growth – – Guides to Growth in Sales and Profitability in 2024 – ●Delivered 2.4% full year 2023 comparable store sales growth, driven by a 1.6% increase in transactions ●Delivered full yea |
|
| March 14, 2024 |
Exhibit 99.2 DICK’S Sporting Goods, Inc Comparable Sales Revisions Fiscal 2023 As Reported As Revised Quarter ended April 29, 2023 3.4 % 3.6 % Quarter ended July 29, 2023 1.8 % 2.0 % 26 weeks ended July 29, 2023 2.6 % 2.7 % Quarter ended October 28, 2023 1.7 % 1.9 % 39 weeks ended October 28, 2023 2.3 % 2.5 % Quarter ended February 3, 2024 2.8 % 2.9 % Year ended February 3, 2024 2.4 % 2.6 % |
|
| February 14, 2024 |
DKS / DICK'S Sporting Goods, Inc. / LONE PINE CAPITAL LLC Passive Investment SC 13G/A 1 p24-0652sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Dick's Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253393102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
|
| February 14, 2024 |
DKS / DICK'S Sporting Goods, Inc. / STACK EDWARD W - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 21) Dick’s Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Tit |
|
| February 13, 2024 |
DKS / DICK'S Sporting Goods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0757-dickssportinggoodsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Dick's Sporting Goods Inc Title of Class of Securities: Common Stock CUSIP Number: 253393102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box |
|
| November 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DI |
|
| November 21, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Third Quarter Results; Raises Full Year Outlook – Delivers Record Third Quarter Sales of $3.04 Billion, Up 2.8% Versus the Prior Year – – Delivers EBT Margin of 8.8% and Double-Digit non-GAAP EBT Margin of 10.6% – ●Delivered 1.7% growth in third quarter comparable store sales on top of a 6.5% increase in the third quarter of 2022 ●Re |
|
| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 20, 2023 DICK'S SPORTING GOODS, INC. |
|
| September 15, 2023 |
DICK’S Sporting Goods Names Bob Eddy to Its Board of Directors DICK’S Sporting Goods Names Bob Eddy to Its Board of Directors PITTSBURGH, Sept. 15, 2023 /PRNewswire/ – DICK'S Sporting Goods (NYSE: DKS) today announced it has appointed Bob Eddy, the Chairman & Chief Executive Officer of BJ’s Wholesale Club, to the company’s Board of Directors. “We are thrilled to welcome Bob to our Board at an exciting time for DICK’S,” said Ed Stack, Executive Chairman of DIC |
|
| September 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2023 DICK'S SPORTING GOODS, INC. |
|
| August 23, 2023 |
345 Court Street, Coraopolis, PA 15108 345 Court Street, Coraopolis, PA 15108 August 23, 2023 Via EDGAR Submission Securities and Exchange Commission Division of Corporate Finance Mail Stop: 3561 100 F Street, NE Washington, DC 20549 Attn: Robert Shapiro Doug Jones Office of Trade & Services Re: DICK’S Sporting Goods, Inc. |
|
| August 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK’ |
|
| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 21, 2023 DICK'S SPORTING GOODS, INC. |
|
| August 22, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Second Quarter Results – Delivers 3.6% Net Sales Growth – – Delivers Double-Digit EBT Margin of 10.1% – ●Delivered 1.8% growth in second quarter comparable store sales, driven by a 2.8% increase in transactions and continued market share gains ●Opened seven new DICK'S House of Sport locations during the second quarter ●Reaffirms 2023 |
|
| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 14, 2023 DICK'S SPORTING GOODS, INC. |
|
| June 16, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF DICK’S SPORTING GOODS, INC. DICK’S Sporting Goods, Inc., a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of the Corporation resolutions w |
|
| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report DICK'S SPORTING GOODS, INC. |
|
| May 24, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK |
|
| May 23, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports First Quarter Results; Reaffirms 2023 Outlook – Delivers 5.3% Growth in First Quarter Net Sales – – Delivers Strong Double-Digit EBT Margin of 11.6% – ●Delivered 3.4% growth in first quarter comparable store sales, driven by a 2.7% increase in transactions as well as higher average ticket ●Delivered earnings per diluted share of $3.4 |
|
| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2023 DICK'S SPORTING GOODS, INC. |
|
| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive |
|
| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive |
|
| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 18, 2023 DICK'S SPORTING GOODS, INC. |
|
| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive |
|
| March 23, 2023 |
Registrant’s Non-Employee Director Compensation Deferral Plan - Deferral Election Form Exhibit 10.6l DICK’S SPORTING GOODS, INC. Non-Employee Director Compensation Deferral Plan Form of Deferral Election Form This Deferral Election Form (this “Election Form”) is subject to the terms of The Dick’s Sporting Goods Non-Employee Director Compensation Deferral Plan (the “Deferral Plan”). I acknowledge that I have received a copy of the Deferral Plan and that my participation is subject to |
|
| March 23, 2023 |
Registrant’s Non-Employee Director Compensation Deferral Plan Exhibit 10.6k DICK’S SPORTING GOODS, INC. Non-Employee Director Compensation Deferral Plan 1.General. (a)Purpose. The purpose of this Non-Employee Director Compensation Deferral Plan (the “Deferral Plan”) is to attract and retain the services of experienced Non-Employee Directors by providing them with opportunities to defer income taxes on their compensation, thereby furthering the best interests |
|
| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31463 DICK'S SPORTING GOODS, INC. (E |
|
| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2023 DICK'S SPORTING GOODS, INC. |
|
| March 23, 2023 |
Form of Restricted Unit Award Agreement under the Registrant’s 2012 Stock and Incentive Plan Exhibit 10.6j RESTRICTED UNIT AWARD AGREEMENT Granted Under the DICK’S SPORTING GOODS, INC. 2012 STOCK AND INCENTIVE PLAN This Restricted Unit Award Agreement (this “Agreement”), dated as of the grant date set forth on Exhibit A (the “Grant Date”), is made and entered between Dick’s Sporting Goods, Inc. (the “Company”) and %%FIRSTNAME%-% %%LASTNAME%-% (the “Grantee”), pursuant to, and subject to, |
|
| March 23, 2023 |
Exhibit 10.6i 2023 LONG-TERM INCENTIVE PROGRAM PERFORMANCE UNIT AWARD AGREEMENT Granted Under the DICK’S SPORTING GOODS, INC. 2012 STOCK AND INCENTIVE PLAN This Performance Unit Award Agreement (this “Agreement”), dated as of the grant date set forth on Exhibit A (the “Grant Date”), is made and entered between Dick’s Sporting Goods, Inc. (the “Company”) and %%FIRSTNAME%-% %%LASTNAME%-% (the “Grant |
|
| March 23, 2023 |
Dick’s Sporting Goods Inc. Subsidiary Listing Exhibit 21 Dick’s Sporting Goods Inc. Subsidiary Listing American Sports Licensing, LLC, a Delaware limited liability company Chick’s Sporting Goods, LLC, a California limited liability company Criterion Golf Technology, Inc., an Ontario corporation DSG Ventures, LLC, a Delaware limited liability company Dick’s International Sourcing Group, a People’s Republic of China Trust Dick’s International S |
|
| March 23, 2023 |
Offer Letter between the Company and Raymond A. Sliva, Jr., Executive Vice President - Stores Exhibit 10.9 November 16, 2022 Dear Ray: It is our great pleasure to offer you the position of Executive Vice President – Stores on the DICK’S Sporting Goods team. At DICK’S we continually search for the finest candidates who share our passion for sports and our belief that sports make people better. Like the most successful athletes, our teammates are driven, skilled, passionate and committed, an |
|
| March 23, 2023 |
Exhibit 10.6h PERFORMANCE UNIT AWARD AGREEMENT Granted Under the DICK’S SPORTING GOODS, INC. 2012 STOCK AND INCENTIVE PLAN This Performance Unit Award Agreement (this “Agreement”), dated as of the grant date set forth on Exhibit A (the “Grant Date”), is made and entered between Dick’s Sporting Goods, Inc. (the “Company”) and %%FIRSTNAMEMIDDLENAMELASTNAME%-% (the “Grantee”), pursuant to, and subjec |
|
| March 8, 2023 |
Exhibit 10.1 WARRANTS UNWIND AGREEMENT between DICK’S Sporting Goods, Inc. and Wells Fargo Bank, National Association THIS WARRANTS UNWIND AGREEMENT (this “Unwind Agreement”) is made as of March 2, 2023, and is effective as of February 10, 2023, between DICK’S Sporting Goods, Inc. (the “Company”) and Wells Fargo Bank, National Association (“Dealer”). WHEREAS, the Company and Dealer are party to a |
|
| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2023 DICK'S SPORTING GOODS, INC. |
|
| March 7, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Fourth Quarter and Full Year Results – Delivers 5.3% Growth in Fourth Quarter Comparable Store Sales – – More Than Doubles Quarterly Dividend – ●Delivered record-setting full year 2022 net sales of $12.37 billion, up 0.6% versus full year 2021 and up 41.3% versus full year 2019 ●Delivered full year 2022 earnings per diluted share of |
|
| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2023 DICK'S SPORTING GOODS, INC. |
|
| February 14, 2023 |
DKS / Dick's Sporting Goods, Inc. / STACK EDWARD W - SC 13G/A Passive Investment SC 13G/A 1 d404421dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 20) Dick’s Sporting Goods, Inc. (Name of Issuer) Common Stock, |
|
| February 14, 2023 |
SC 13G/A 1 p23-0781sc13ga.htm DICK'S SPORTING GOODS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Dick's Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253393102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat |
|
| February 9, 2023 |
PRESS RELEASE DICK’S Announces Redemption of Outstanding 3.25% Convertible Senior Notes PITTSBURGH (February 9, 2023) – DICK’S Sporting Goods, Inc. (NYSE: DKS) today announced that it has called all of its outstanding 3.25% Convertible Senior Notes due 2025 (the “Notes”) (CUSIP No. 253393 AD4 and ISIN No. US253393 AD47) for redemption on April 18, 2023 (the “Redemption Date”). The aggregate princi |
|
| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 9, 2023 DICK'S SPORTING GOODS, INC. |
|
| February 9, 2023 |
DKS / Dick's Sporting Goods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Dick's Sporting Goods Inc. Title of Class of Securities: Common Stock CUSIP Number: 253393102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is |
|
| December 8, 2022 |
Exhibit 10.5 DICK’S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of December 7, 2022 [ ] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Sen |
|
| December 8, 2022 |
Exhibit 10.2 WARRANTS PARTIAL UNWIND AGREEMENT dated as of December 7, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc. and [Dealer] THIS WARRANTS PARTIAL UNWIND AGREEMENT (this “Agreement”) is made as of December 7, 2022 between DICK’S Sporting Goods, Inc. (the |
|
| December 8, 2022 |
Exhibit 10.3 CALL OPTION TOTAL UNWIND AGREEMENT dated as of December 7, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc. and [Dealer] THIS CALL OPTION TOTAL UNWIND AGREEMENT (this “Agreement”) is made as of December 7, 2022, between DICK’S Sporting Goods |
|
| December 8, 2022 |
Exhibit 10.1 CALL OPTION PARTIAL UNWIND AGREEMENT dated as of December 7, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. and [Dealer] THIS CALL OPTION PARTIAL UNWIND AGREEMENT (this ?Agreement?) is made as of December 7, 2022, between DICK?S Sporting G |
|
| December 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 DICK'S SPORTING GOODS, INC. |
|
| December 8, 2022 |
Exhibit 10.4 WARRANTS TOTAL UNWIND AGREEMENT dated as of December 7, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK’S Sporting Goods, Inc. and [Dealer] THIS WARRANTS TOTAL UNWIND AGREEMENT (this “Agreement”) is made as of December 7, 2022 between DICK’S Sporting Goods, Inc. (the “Co |
|
| November 23, 2022 |
Separation Agreement between Company and Don Germano, EVP Stores & Supply Chain Exhibit 10.7 SEPARATION AGREEMENT AND GENERAL RELEASE DICK?S SPORTING GOODS, INC. (?Employer?) and Donald Germano (?Employee?), enter into this Separation Agreement and General Release (this ?Agreement?). WHEREAS, Employee was employed by Employer as EVP - Stores & Supply Chain; WHEREAS, the Company terminated Employee?s employment effective Tuesday, November 01, 2022 (the ?Termination Date?); and |
|
| November 23, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DI |
|
| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 21, 2022 DICK'S SPORTING GOODS, INC. |
|
| November 22, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Record Third Quarter Sales; Delivers 6.5% Increase in Comparable Store Sales and Raises Full Year Guidance ●Comparable store sales increased 6.5% on top of a 12.8% increase in the third quarter of 2021, a 23.2% increase in the third quarter of 2020 and a 6.0% increase in the third quarter of 2019 ●Net sales of $3.0 billion increased |
|
| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2022 DICK'S SPORTING GOODS, INC. |
|
| September 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 26, 2022 DICK'S SPORTING GOODS, INC. |
|
| September 27, 2022 |
CALL OPTION PARTIAL UNWIND AGREEMENT dated as of September 26, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| September 27, 2022 |
WARRANTS PARTIAL UNWIND AGREEMENT dated as of September 26, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| September 27, 2022 |
DICK?S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of September 26, 2022 [] (the ?Undersigned?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the ?Accounts?) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Senior Notes du |
|
| August 30, 2022 |
CALL OPTION PARTIAL UNWIND AGREEMENT dated as of August 29, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| August 30, 2022 |
DICK?S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of August 29, 2022 [ ] (the ?Undersigned?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the ?Accounts?) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Senior Notes due |
|
| August 30, 2022 |
WARRANTS PARTIAL UNWIND AGREEMENT dated as of August 29, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| August 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2022 DICK'S SPORTING GOODS, INC. |
|
| August 24, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK? |
|
| August 23, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Second Quarter Results; Raises Full Year Guidance ?Comparable store sales declined 5.1% ?Net sales of $3.1 billion increased 38% versus the second quarter of 2019 ?Delivered earnings per diluted share of $3.25 and non-GAAP earnings per diluted share of $3.68, each reflecting pre-tax income as a percentage of net sales of 13.7% ?Raise |
|
| August 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2022 DICK'S SPORTING GOODS, INC. |
|
| July 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 8, 2022 DICK'S SPORTING GOODS, INC. |
|
| July 11, 2022 |
CALL OPTION PARTIAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| July 11, 2022 |
CALL OPTION TOTAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| July 11, 2022 |
DICK?S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of July 8, 2022 [] (the ?Undersigned?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the ?Accounts?) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Senior Notes due 2025 |
|
| July 11, 2022 |
WARRANTS TOTAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| July 11, 2022 |
WARRANTS PARTIAL UNWIND AGREEMENT dated as of July 8, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2022 DICK'S SPORTING GOODS, INC. |
|
| June 24, 2022 |
CALL OPTION PARTIAL UNWIND AGREEMENT dated as of June 23, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| June 24, 2022 |
WARRANTS PARTIAL UNWIND AGREEMENT dated as of June 23, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. |
|
| June 24, 2022 |
DICK?S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of June 23, 2022 [] (the ?Undersigned?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the ?Accounts?) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Senior Notes due 202 |
|
| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 15, 2022 DICK'S SPORTING GOODS, INC. |
|
| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report DICK'S SPORTING GOODS, INC. |
|
| May 25, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK |
|
| May 25, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports First Quarter Results ?Comparable store sales declined 8.4% ?Net sales of $2.7 billion increased 41% versus the first quarter of 2019 ?Delivered earnings per diluted share of $2.47 and non-GAAP earnings per diluted share of $2.85, reflecting pre-tax income as a percentage of net sales of 12.3% ?Exchanged $100 million aggregate princi |
|
| May 25, 2022 |
Exhibit 10.1 PERFORMANCE UNIT AWARD AGREEMENT Granted Under the DICK?S SPORTING GOODS, INC. 2012 STOCK AND INCENTIVE PLAN This Performance Unit Award Agreement (this ?Agreement?), dated as of the grant date set forth on Exhibit A (the ?Grant Date?), is made and entered between Dick?s Sporting Goods, Inc. (the ?Company?) and %%FIRSTNAMEMIDDLENAMELASTNAME%-% (the ?Grantee?), pursuant to, and subject |
|
| May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2022 DICK'S SPORTING GOODS, INC. |
|
| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
|
| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive |
|
| April 6, 2022 |
Exhibit 10.1 CALL OPTION PARTIAL UNWIND AGREEMENT dated as of April 5, 2022 with respect to Base Call Option Confirmation, dated April 14, 2020, as amended and Additional Call Option Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. and [?] THIS CALL OPTION PARTIAL UNWIND AGREEMENT (this ?Agreement?) is made as of April 5, 2022, between DICK?S Sporting Goods, Inc. |
|
| April 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2022 DICK’S SPORTING GOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31463 16-1241537 (State or other jurisdiction of incorporation) (Commissi |
|
| April 6, 2022 |
Exhibit 10.3 DICK?S SPORTING GOODS, INC. EXCHANGE AGREEMENT Dated as of April 5, 2022 [?] (the ?Undersigned?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (collectively, the ?Accounts?) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is a beneficial owner of the outstanding 3.25% Convertible Senior |
|
| April 6, 2022 |
Exhibit 10.2 WARRANTS PARTIAL UNWIND AGREEMENT dated as of April 5, 2022 with respect to Base Warrant Confirmation, dated April 14, 2020, as amended and Additional Warrant Confirmation, dated April 20, 2020, as amended between DICK?S Sporting Goods, Inc. and [?] THIS WARRANTS PARTIAL UNWIND AGREEMENT (this ?Agreement?) is made as of April 5, 2022 between DICK?S Sporting Goods, Inc. (the ?Company?) |
|
| March 23, 2022 |
Consulting Agreement between the Company and Lee Belitsky, EVP Exhibit 10.11 CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is entered into by and between Dick?s Sporting Goods (the ?Company?) and Lee Belitsky (?Consultant?), effective as of May 1, 2022 (the ?Effective Date?). 1.Consulting Services. Consultant agrees, for the period beginning on the Effective Date until May 1, 2024 or otherwise terminated pursuant to Section 5 hereof (the ? |
|
| March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31463 DICK'S SPORTING GOODS, INC. (E |
|
| March 23, 2022 |
Dick’s Sporting Goods Inc. Subsidiary Listing Exhibit 21 Dick?s Sporting Goods Inc. Subsidiary Listing American Sports Licensing, LLC, a Delaware limited liability company Chick?s Sporting Goods, LLC, a California limited liability company Criterion Golf Technology, Inc., an Ontario corporation DSG Ventures, LLC, a Delaware limited liability company Dick?s International Sourcing Group, a People?s Republic of China Trust Dick?s International S |
|
| March 23, 2022 |
Exhibit 10.6g PERFORMANCE UNIT AWARD AGREEMENT Granted Under the DICK?S SPORTING GOODS, INC. 2012 STOCK AND INCENTIVE PLAN This Performance Unit Award Agreement (this ?Agreement?), dated as of the grant date set forth on Exhibit A (the ?Grant Date?), is made and entered between Dick?s Sporting Goods, Inc. (the ?Company?) and %%FIRSTNAMEMIDDLENAMELASTNAME%-% (the ?Grantee?), pursuant to, and subjec |
|
| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 15, 2022 DICK'S SPORTING GOODS, INC. |
|
| March 8, 2022 |
Exhibit 99.2 DICK?S Sporting Goods, Inc Comparable Store Sales Revisions Fiscal 2021 As Reported As Revised Quarter ended May 1, 2021 115.2 % 117.1 % Quarter ended July 31, 2021 19.2 % 20.2 % 26 weeks ended July 31, 2021 51.0 % 52.2 % Quarter ended October 30, 2021 12.2 % 12.8 % 39 weeks ended October 30, 2021 36.6 % 37.5 % Quarter ended January 29, 2022 5.9 % 6.6 % Year ended January 29, 2022 26. |
|
| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 7, 2022 DICK'S SPORTING GOODS, INC. |
|
| March 8, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Record Fourth Quarter and Full Year Sales and Earnings Results; Delivers 5.9% Increase in Fourth Quarter Same Store Sales ?Company delivered record-setting full year 2021 net sales of $12.29 billion and 26.5% growth in consolidated same store sales ?Company delivered full year 2021 earnings per diluted share of $13.87 and non-GAAP ea |
|
| February 11, 2022 |
DKS / Dick's Sporting Goods, Inc. / STACK EDWARD W - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 19) Dick?s Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Cla |
|
| February 9, 2022 |
DKS / Dick's Sporting Goods, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Dick's Sporting Goods Inc. Title of Class of Securities: Common Stock CUSIP Number: 253393102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
|
| February 4, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dick's Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253393102 (CUSIP Number) January 25, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
|
| January 14, 2022 |
Exhibit 1.1 EXECUTION VERSION DICK?S Sporting Goods, Inc. (a Delaware corporation) 3.150% Senior Notes due 2032 4.100% Senior Notes due 2052 UNDERWRITING AGREEMENT Dated: January 10, 2022 DICK?S Sporting Goods, Inc. (a Delaware corporation) $1,500,000,000 $750,000,000 3.150% Senior Notes due 2032 $750,000,000 4.100% Senior Notes due 2052 UNDERWRITING AGREEMENT January 10, 2022 BofA Securities, Inc |
|
| January 14, 2022 |
EX-4.2 4 d285529dex42.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE Dated as of January 14, 2022 between DICK’S SPORTING GOODS, INC. and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee $750,000,000 3.150% SENIOR NOTES DUE 2032 $750,000,000 4.100% SENIOR NOTES DUE 2052 EXECUTION VERSION Table of Contents ARTICLE I DEFINITIONS SECTION 1.1 Certain Te |
|
| January 14, 2022 |
Exhibit 4.1 DICK?S SPORTING GOODS, INC. INDENTURE Dated as of January 14, 2022 U.S. Bank National Association, a national banking association, as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions 1 Section 1.2 Other Definitions 6 Section 1.3 Incorporation by Reference of Trust Indenture Act 6 Section 1.4 Rules of Construction 6 ARTICLE II T |
|
| January 14, 2022 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT DATED AS OF JANUARY 14, 2022 AMONG DICK?S SPORTING GOODS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing Lender WELLS FARGO SECURITIES, LLC, and BOFA SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A., as Syndica |
|
| January 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2022 (January 10, 2022) DICK?S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-31463 16-1241537 (State or Other Jurisdiction of Incorp |
|
| January 12, 2022 |
Table of Contents CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 3. |
|
| January 10, 2022 |
Subject to Completion Preliminary Prospectus Supplement dated January 10, 2022 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-262012 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permit |
|
| January 10, 2022 |
Filed pursuant to Rule 433 Registration No. 333-262012 Final Term Sheet DICK?S Sporting Goods, Inc. Pricing Term Sheet January 10, 2022 $750,000,000 3.150% Senior Notes due 2032 $750,000,000 4.100% Senior Notes due 2052 Issuer: DICK?S Sporting Goods, Inc. Ticker / Exchange for Common Stock: DKS / New York Stock Exchange (?NYSE?) Ratings*: Moody?s: Baa3 (Stable) / S&P: BBB (Stable) Trade Date: Janu |
|
| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2022 DICK'S SPORTING GOODS, INC. |
|
| January 5, 2022 |
Form T-1 Statement of Eligibility of Trustee under the Indenture. EX-25.1 5 d269181dex251.htm EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter |
|
| January 5, 2022 |
Exhibit 4.1 DICK?S SPORTING GOODS, INC. FORM OF INDENTURE Dated as of [?] U.S. Bank National Association, a national banking association, as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions 1 Section 1.2 Other Definitions 6 Section 1.3 Incorporation by Reference of Trust Indenture Act 6 Section 1.4 Rules of Construction 6 ARTICLE II THE SE |
|
| January 5, 2022 |
Power of Attorney (included on Signature Page). S-3ASR 1 d269181ds3asr.htm S-3ASR Table of Contents As filed with the U.S. Securities and Exchange Commission on January 5, 2022 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 DICK’S Sporting Goods, Inc. (Exact name of registrant as specified in its charter) Delaware 16-1241537 (State or other jurisdi |
|
| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 16, 2021 DICK'S SPORTING GOODS, INC. |
|
| November 23, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Record Third Quarter Sales and Earnings; Delivers 12.2% Increase in Same Store Sales and Raises Full Year Guidance ?Consolidated same store sales for the third quarter increased 12.2% on top of a 23.2% increase in the third quarter of 2020 and a 6.0% increase in the third quarter of 2019 ?Company delivered third quarter 2021 earnings |
|
| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 22, 2021 DICK'S SPORTING GOODS, INC. |
|
| November 23, 2021 |
SEVENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 Execution Version SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) is made as of August 26, 2021, by and among: (1)DICK?S SPORTING GOODS, INC., a Delaware corporation, and DICK?S MERCHANDISING & SUPPLY CHAIN, INC., an Ohio corporation (jointly and severally, individually and collectively, the ?Borrower?), (2)the Guarantors referred to |
|
| November 23, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DI |
|
| October 1, 2021 |
DKS / Dick's Sporting Goods, Inc. / COLOMBO WILLIAM J - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Dick?s Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 253393102 (CUSIP Number) William J. Colombo 345 Court Street Coraopolis, Pennsylvania 15108 (724) 273-3400 Copies to: John Hayes Dick?s S |
|
| October 1, 2021 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. |
|
| August 25, 2021 |
EX-24.1 4 d145043dex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS AND AMENDMENTS THERETO COVERING SECURITIES ISSUED BY THE COMPANY PURSUANT TO ITS 2012 STOCK AND INCENTIVE PLAN (AS AMENDED AND RESTATED) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward W. Stack, Lauren R. Hobart, Lee J. Belits |
|
| August 25, 2021 |
Exhibit 10.2 August 19, 2021 Lee J. Belitsky [email protected] Dear Lee: It is my great pleasure to confirm the terms of your ongoing employment with DICK?s Sporting Goods. You will continue in your current role of Executive Vice President ? Chief Financial Officer until October 1, 2021. As of that date, you will continue to serve the company with the title of Executive Vice President, reporti |
|
| August 25, 2021 |
As filed with the Securities and Exchange Commission on August 25, 2021 S-8 As filed with the Securities and Exchange Commission on August 25, 2021 Registration No. |
|
| August 25, 2021 |
Exhibit 10.3 www.DicksSportingGoods.com 345 Court Street ? Coraopolis, PA 15108 Main Phone: 724-273-3400 EMP ID: 0468905 August 19, 2021 Dear Navdeep, Congratulations! I am delighted to offer you the position of Executive Vice President, hief Financial Officer. In this role, you will report directly to me. The major provisions of your offer are as follows, effective 10/1/2021. Base Pay: Your annua |
|
| August 25, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Record Quarterly Sales and Earnings in Second Quarter 2021; Delivers 19.2% Increase in Same Store Sales, Raises Full Year Guidance and Enhances 2021 Capital Allocation Plan ?Net sales for the second quarter of 2021 increased 20.7% compared to the second quarter of 2020 and increased 45.0% compared to the second quarter of 2019 ?Compa |
|
| August 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2021 DICK'S SPORTING GOODS, INC. |
|
| August 25, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK? |
|
| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2021 DICK'S SPORTING GOODS, INC. |
|
| August 19, 2021 |
Exhibit 99.1 DICK?S SPORTING GOODS APPOINTS NAVDEEP GUPTA AS CHIEF FINANCIAL OFFICER Gupta Succeeds DICK?S Veteran Lee Belitsky in Planned Transition Belitsky to Continue Oversight of Supply Chain, Real Estate, Construction and GameChanger PITTSBURGH, Aug. 19, 2021 - DICK?S Sporting Goods (NYSE: DKS) today announced that Navdeep Gupta has been appointed Executive Vice President, Chief Financial Of |
|
| June 14, 2021 |
Registrant’s Amended and Restated 2012 Stock and Incentive Plan Exhibit 10.1 DICK?S SPORTING GOODS, INC. AMENDED AND RESTATED 2012 STOCK AND INCENTIVE PLAN 1.Purposes of this Plan. The purposes of this Plan are to attract and retain officers, other employees, directors, and consultants of Dick?s Sporting Goods, Inc. and its subsidiaries who are important to the success and growth of the business of the Company by providing such persons incentives and rewards f |
|
| June 14, 2021 |
Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 9, 2021 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF DICK?S SPORTING GOODS, INC. DICK?S Sporting Goods, Inc., a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY: FIRST: that the Board of Directors of the Corporation duly adopted the following re |
|
| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2021 DICK'S SPORTING GOODS, INC. |
|
| May 26, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Record Quarterly Earnings in First Quarter 2021; Delivers 115% Increase in Same Store Sales Compared to the First Quarter of 2020 and Raises Full Year Guidance ?Net sales for the first quarter of 2021 increased 119% compared to the first quarter of 2020 and increased 52% compared to the first quarter of 2019 ?Driven by strong sales a |
|
| May 26, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 1, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DICK?S |
|
| May 26, 2021 |
Based Restricted Stock Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan Exhibit 10.1 PERFORMANCE SHARE AWARD AGREEMENT Granted Under the DICK?S SPORTING GOODS, INC. 2012 STOCK AND INCENTIVE PLAN This Performance Share Award Agreement (this ?Agreement?), dated as of the grant date set forth on Exhibit A (the ?Grant Date?), is made and entered between Dick?s Sporting Goods, Inc. (the ?Company?) and (the ?Grantee?), pursuant to, and subject to, the terms of the Company?s |
|
| May 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2021 DICK'S SPORTING GOODS, INC. |
|
| May 26, 2021 |
SD 1 dks-20210525xformsd.htm - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD Specialized Disclosure Report DICK'S SPORTING GOODS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-31463 16-1241537 (Commission File Number) (I.R.S. Employer Identification No.) 345 Court Street Coraopolis, Pennsylvan |
|
| April 28, 2021 |
DEF 14A 1 def14a2021dksproxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission On |
|
| April 28, 2021 |
DEFA14A 1 a2021defa-14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitt |
|
| April 9, 2021 |
PRE 14A 1 pre14a2021dksproxystatement.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission On |
|
| March 24, 2021 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of DICK?S Sporting Goods, Inc. (referred to as ?the Company?, ?we?, ?us? and ?our? unless specified otherwise) is based upon relevant provisions of the Company?s Amended and Restated Certificate of Incorporation, as amended (the ? |
|
| March 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-31463 DICK'S SPORTING GOODS, INC. (E |
|
| March 24, 2021 |
Dick’s Sporting Goods Inc. Subsidiary Listing Exhibit 21 Dick?s Sporting Goods Inc. Subsidiary Listing American Sports Licensing, LLC, a Delaware limited liability company Chick?s Sporting Goods, LLC, a California limited liability company Criterion Golf Technology, Inc., an Ontario corporation DCSG Ventures, LLC, a Delaware limited liability company Dick?s International Sourcing Group, a People?s Republic of China Trust Dick?s International |
|
| March 9, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Record Fourth Quarter and Full Year Results; Delivers 19.3% Increase in Fourth Quarter Same Store Sales •Consolidated same store sales increased a record-setting 9.9% for the full year 2020 •eCommerce sales increased 100% for the full year 2020 •Company delivered full year 2020 earnings per diluted share of $5.72 and non-GAAP earning |
|
| March 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2021 DICK'S SPORTING GOODS, INC. |
|
| February 12, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 18) Dick’s Sporting Goods, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Tit |
|
| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Dick's Sporting Goods Inc (Name of Issuer) Common Stock (Title of Class of Securities) 253393102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
|
| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Dick's Sporting Goods Inc. Title of Class of Securities: Common Stock CUSIP Number: 253393102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is f |
|
| January 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 20, 2021 DICK'S SPORTING GOODS, INC. |
|
| November 25, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-31463 DI |
|
| November 24, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE DICK'S Sporting Goods Reports Third Quarter Results; Delivers Record-Setting 23.2% Increase in Same Store Sales •Third quarter 2020 earnings per diluted share of $1.84 increased 179% versus $0.66 per diluted share in the prior year; on a non-GAAP basis, earnings per diluted share of $2.01 increased 287% versus $0.52 per diluted share in the prior year •eCommerce |
|
| November 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 20, 2020 DICK'S SPORTING GOODS, INC. |
|
| November 24, 2020 |
Exhibit 99.3 FOR IMMEDIATE RELEASE DICK’S SPORTING GOODS ANNOUNCES PLANNED LEADERSHIP SUCCESSION Edward W. Stack will transition to Executive Chairman and continue as Chief Merchant on February 1, 2021. Lauren R. Hobart to become President and Chief Executive Officer. PITTSBURGH, Nov. 24, 2020 – DICK’S Sporting Goods, Inc. (NYSE: DKS), the largest U.S.-based, omni-channel sporting goods retailer, |
|
| November 24, 2020 |
Exhibit 99.2 |
|
| November 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
|
| October 2, 2020 |
Illustrative Table of Potential Dilutive Impact of Convertible Senior Notes due 2025 and Call Spread Exhibit 99.1 Illustrative Table of Potential Dilutive Impact of Convertible Senior Notes due 2025 and Call Spread October 2, 2020 UNAUDITED In Q1 2020, we issued $575 million aggregate principal amount of 3.25% convertible senior notes due 2025 (the “Notes”). The current conversion rate applicable to the Notes is 28.6375 shares of our common stock per $1,000 principal amount of Notes, which is equ |
|
| October 2, 2020 |
Regulation FD Disclosure - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2020 DICK'S SPORTING GOODS, INC. |
|
| September 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 18, 2020 DICK'S SPORTING GOODS, INC. |
