DICKS SPORTING GOODS INC

Table of Contents

ITEM 9B. OTHER INFORMATION

Trading Arrangements

During the quarter ended February 3, 2024, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Amendment to Bylaws

The information set forth below is included herewith for the purpose of providing the disclosures required under “Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form 8-K.

On March 27, 2024, following a review of corporate law developments and market practice, the Board of Directors amended and restated the Company’s Amended and Restated By-Laws (the “By-laws”). The amendments to the By-laws became effective immediately and include, among other changes:

•aligning the requirement regarding the availability of stockholder lists to reflect updates to Section 219 of the Delaware General Corporation Law, which no longer requires that stockholder lists be available during stockholder meetings and allows such lists to be made available electronically;

•updating the disclosure and notice content requirements for director nominations and stockholder proposals by stockholders, including: (1) requiring completion of written questionnaires and written representations and agreements by any such director nominees, and (2) requiring that a stockholder providing notice of a director nomination or stockholder proposal disclose information that would be required to be disclosed in a Schedule 13D or amendment thereto if such a statement were required to be filed under the Exchange Act;

•addressing the universal proxy rules adopted by the SEC by providing that director nominations by stockholders must include a representation that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors and that a stockholder nominating directors must certify to the Company in writing that it has complied with the requirements of Rule 14a-19 promulgated under the Exchange Act;

•requiring that a stockholder soliciting proxies from other stockholders use a proxy card color other than white;

•adopting a by-law providing that, unless the Company consents to an alternative forum, the Delaware Court of Chancery (or other state court in Delaware, in the event the Court of Chancery lacked jurisdiction) would be the sole and exclusive forum for (1) any derivative litigation brought on behalf of the Company, (2) any action asserting breach of fiduciary duty against directors or officers or other employees of the Company, (3) any action against the Company or its officers or directors or other employees arising under the Delaware General Corporation Law or the Company’s By-Laws or Certificate of Incorporation, and (4) any action otherwise related to the “internal affairs” of the Company, and the federal district courts of the United States would be the sole and exclusive forum for any claims under the Securities Act of 1933 related to any offering of the Company’s securities; and

•making various other conforming, technical, and administrative changes.

The above summary description of the amendments to the By-laws is qualified in its entirety by reference to the full text of the Company’s Second Amended and Restated By-laws, a copy of which is included as Exhibit 3.5 hereto and incorporated herein by reference.