Financial Analysis

Acquisition of Foot Locker On September 8, 2025, the Company acquired Foot Locker, Inc., a leading footwear and apparel retailer (the Transaction), which became a wholly-owned subsidiary of DICKS Sporting Goods. Total purchase consideration for the Transaction was $2.5 billion, which was primarily funded by $2.1 billion in share consideration for the issuance of 9.6 million shares of the Companys common stock, $223.0 million in cash consideration and $111.6 million from the Companys pre-existing equity ownership in Foot Locker. Preliminary Purchase Price Allocation The Transaction is accounted for as a business combination under the acquisition method in accordance with ASC 805, Business Combinations . The following table summarizes the preliminary purchase price allocation of the estimated fair values of assets acquired and liabilities assumed as of September 8, 2025: (in thousands) September 8, 2025 Cash and cash equivalents $ 484,882 Accounts receivable and other receivables 147,432 Inventories 1,718,069 Prepaid expenses and other current assets 233,693 Property and equipment 706,305 Operating lease assets 1,876,206 Intangible assets 710,000 Goodwill 572,829 Deferred income tax assets 77,471 Other assets 144,264 Accounts payable (590,654) Accrued expenses (482,704) Current operating lease liabilities (443,533) Deferred revenue and other liabilities (113,509) Long-term debt and financing lease obligations (420,760) Long-term operating lease liabilities (1,876,709) Deferred …

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The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the following fiscal periods (in millions) : 13 Weeks Ended May 2, 2026 (4) May 3, 2025 Footwear (1) $ 2,605.1 $ 998.3 Hardlines (2) 1,326.6 1,192.9 Apparel 1,109.5 884.7 Other (3) 123.3 98.8 Total net sales $ 5,164.5 $ 3,174.7 (1) Includes athletic shoes for running, walking, tennis, fitness and cross training, basketball and hiking. In addition, this category also includes specialty footwear, including casual footwear and a complete line of cleats for team sports. (2) Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear. (3) Includes the Companys non-merchandise sales categories, including in-store services, shipping, GameChanger, retail media network and licensing revenues. (4) Includes $1.8 billion of net sales for the Foot Locker segment, which is primarily concentrated within the footwear category. …

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Fair Value Measurements ASC 820, Fair Value Measurement and Disclosures, outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Recurring The Company records deferred compensation plan assets held in trust at fair value on a recurring basis using Level 1 inputs within other long-term assets on the Consolidated Balance Sheets. Such assets consist of investments in various mutual and money market funds made by eligible individuals as part of the Companys deferred compensation plans. The liability for compensation deferred under the Companys plans is included within other long-term liabilities on the Consolidated Balance Sheets. The Companys derivative financial instruments are valued using market-based inputs to valuation models. These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility and therefore are classified as Level 2 instruments. The cross-currency swap contract and available-for-sale security are included within other long-term assets on the Consolidated Balance Sheets. Foreign exchange forward contracts are included within …

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Operating Leases The Company leases substantially all of its stores, administrative offices for the Foot Locker segment, nine of its distribution centers including three for the DICKS Sporting Goods segment and six for the Foot Locker segment, and certain equipment under non-cancellable operating leases that expire at various dates through 2043. The Companys DICKS stores generally have initial lease terms of 10 to 15 years and contain multiple five-year renewal options and rent escalation provisions. The Companys Foot Locker stores typically have initial lease terms that range from 5 to 10 years, generally contain rent escalation provisions and some of these store leases contain renewal options with varying terms and conditions. These lease agreements provide primarily for the payment of minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance. Supplemental cash flow information related to operating leases for the 13 weeks ended May 2, 2026 and May 3, 2025 were as follows ( in thousands ): 13 Weeks Ended May 2, 2026 May 3, 2025 Cash paid for amounts included in the measurement of operating lease liabilities $ 379,316 $ 194,315 Non-cash operating lease assets obtained in exchange for operating lease liabilities $ 363,446 $ 233,192 During the first quarter of 2026, the Company terminated a lease agreement at one of its store locations that resulted in a gain of $24.5 million, which was recognized within selling, general and administrat …

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Recently Issued Accounting Pronouncements Disaggregation of Income Statement Expenses In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that adoption of this accounting standard will have on its financial disclosures. Targeted Improvements to the Accounting for Internal-Use Software In September 2025, the FASB issued ASU 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is intended to improve and modernize the accounting for software costs to better align with the evolution of software development. The amendments are …

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Revenue The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the following fiscal periods (in millions) : 13 Weeks Ended May 2, 2026 (4) May 3, 2025 Footwear (1) $ 2,605.1 $ 998.3 Hardlines (2) 1,326.6 1,192.9 Apparel 1,109.5 884.7 Other (3) 123.3 98.8 Total net sales $ 5,164.5 $ 3,174.7 (1) Includes athletic shoes for running, walking, tennis, fitness and cross training, basketball and hiking. In addition, this category also includes specialty footwear, including casual footwear and a complete line of cleats for team sports. (2) Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear. (3) Includes the Companys non-merchandise sales categories, including in-store services, shipping, GameChanger, retail media network and licensing revenues. (4) Includes $1.8 billion of net sales for the Foot Locker segment, which is primarily concentrated within the footwear category. The following table disaggregates net sales by geographic location for the following fiscal periods (in millions) : 13 Weeks Ended May 2, 2026 May 3, 2025 United States $ 4,630.3 $ 3,174.7 International 534.2 Total net sales $ 5,164.5 $ 3,174.7 …

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Segment Reporting The Company is a leading global sports retailer offering an extensive assortment of authentic, high-quality, sports equipment, apparel, footwear and accessories through its retail stores and online, and was historically structured as a single reportable segment entity prior to the acquisition of Foot Locker in fiscal 2025. The acquisition of Foot Locker changed the organizational structure of the Company and resulted in a reassessment of reportable segments. As a result, the Company now has two reportable segments - DICKS and Foot Locker. The Foot Locker reportable segment is the aggregate of the Foot Locker - North America and Foot Locker - International operating segments. The Executive Chairman and the President & Chief Executive Officer together serve as the Chief Operating Decision Maker, or CODM, and they both assess the performance of and allocate resources to both reportable segments. In connection with the reorganization due to the Foot Locker acquisition, the measure of segment profit and loss utilized by the CODM changed from net income to segment profit as it is more reflective of the performance of the two reportable segments and is used by the CODM to decide how to reinvest profits across the reportable segments to strengthen a global platform that serves a broader set of athletes through differentiated iconic concepts and robust digital experiences, supported by brand partnerships as a combined company within the growing sports retail indu …

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Subsequent Event On May 26, 2026, the Companys Board of Directors authorized and declared a quarterly cash dividend in the amount of $1.25 per share on the Companys common stock and Class B common stock. The dividend is payable on June 26, 2026 to stockholders of record as of the close of business on June 12, 2026. …

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