Foot Locker Shareholders Approve Sale to Dick’s

NEW YORK,  NEW YORK (August 25, 2025) – Foot Locker announced that its shareholders voted to approve its previously announced acquisition by DICK’S Sporting Goods at Foot Locker’s special meeting of shareholders on August 22. Under the terms of the merger agreement announced on May 15, 2025, Foot Locker shareholders will elect to receive either (i) $24.00 in cash or (ii) 0.1168 shares of DICK’S common stock for each share of Foot Locker common stock owned. The election is not subject to a minimum or maximum amount of cash or stock consideration.

“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. “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.”

Based on a preliminary vote count from the special meeting of shareholders, 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.

The transaction is expected to close in the second half of 2025, subject to the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals.

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.