Dick’s, Foot Locker Merger Expected to Close September 8

PITTSBURGH, PENNSYLVANIA and NEW YORK,  NEW YORK (August 26, 2025) – DICK’s Sporting Goods and Foot Locker announced their merger is expected to close on September 8, 2025. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on August 25 so all required regulatory approvals to complete the merger have been received.

The merger is subject to satisfaction of remaining customary closing conditions.

Based on a preliminary vote count from a special meeting of Foot Locker shareholders on August 22, approximately 99% of votes cast were in favor of the merger agreement, representing approximately 70% of all outstanding shares. The final voting results of the special meeting will be reported in a Form 8-K filed by Foot Locker with the U.S. Securities and Exchange Commission, after certification by Foot Locker, Inc.’s independent inspector of elections.

“We are pleased with the results from our special meeting and thank our shareholders for their support as Foot Locker embarks on this exciting new chapter,” said Mary Dillon, CEO of Foot Locker, in a release on August 25. “We are now one step closer to joining forces with DICK’S and even better positioning the business to expand sneaker culture, elevate the omnichannel experience for our customers and brand partners, and enhance our position in the industry. We look forward to continuing to work closely with DICK’S to complete this transaction and unlock its significant value creation potential.”

DICK’S and Foot Locker also announced on August 25 that the deadline for Foot Locker shareholders of record to elect the form of consideration that they wish to receive in connection with the Merger is 5:00 p.m., Eastern Time on August 29, 2025 (such deadline, as it may be extended, the “Election Deadline”). Participants in the Foot Locker 401(k) Plan and Foot Locker Puerto Rico Savings Plan (the “Plans”) are subject to an earlier election deadline with respect to shares of Foot Locker common stock allocated to such participants under the Plans and should submit their elections for such shares by 5:00 p.m., Eastern Time on August 27, 2025.

As further described in the election materials and in the parties’ proxy statement/prospectus dated July 11, 2025, each Foot Locker shareholder may elect to receive, for each share of Foot Locker common stock held prior to the closing of the Merger, either (i) $24.00 in cash (the “cash consideration”) or (ii) 0.1168 shares of DICK’S Sporting Goods common stock (the “stock consideration”). Foot Locker shareholders who fail to make a proper election by the Election Deadline will receive cash consideration for their shares of Foot Locker common stock. Foot Locker shareholders who otherwise would have received a fractional share of DICK’S Sporting Goods common stock upon an election for stock consideration will receive cash in lieu of such fractional share.

Ed Stack of DICK’s Sporting Goods and Floyd Huff and Ralph Parks of Foot Locker are members of the Sporting Goods Industry Hall of Fame.