DICK'S SPORTING GOODS, INC.

Previous wording

▪Risks related to the Transaction, including risks related to combining our business with Foot Locker’s, the expenses related to the Transaction and the integration of the companies, risks that the Transaction may not occur, the risk of litigation related to the Transaction and the risk of dilution caused by the potential issuance of shares of Company common stock in the Transaction.

Current wording

▪Risks related to the Transaction, including risks related to combining our business with Foot Locker’s, the expenses related to the Transaction and the integration of the companies, risks that the Transaction may not occur, risks relating to any litigation related to the Transaction and the risk of dilution caused by the potential issuance of shares of Company common stock in the Transaction.

Previous wording

The foregoing and additional risk factors are described in more detail in Item 1A. “Risk Factors” of this Quarterly Report and other reports or filings filed or furnished by us with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended February 1, 2025, filed on March 27, 2025 (our “2024 Annual Report”). In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof. We do not assume any obligation and do not intend to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise except as may be required by securities laws.

Current wording

The foregoing and additional risk factors are described in more detail in Item 1A. “Risk Factors” of this Quarterly Report and other reports or filings filed or furnished by us with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended February 1, 2025, filed on March 27, 2025 (our “2024 Annual Report”) and our Quarterly Report on Form 10-Q filed on June 9, 2025. In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof. We do not assume any obligation and do not intend to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise except as may be required by securities laws.

Previous wording

We believe there is strength and momentum in the sports industry in the United States and expect this trend to continue in the near term, with continued excitement around women’s sports, the 2026 World Cup and the 2028 Olympics. We believe that the convergence of sport and culture has never been stronger and we believe we’re well-positioned for this opportunity. From this position of strength, we plan to make investments in digital and in-store opportunities to grow our market share through repositioning our store portfolio, driving continued growth across our key categories and accelerating our eCommerce channel.

Current wording

We believe there is strength and momentum in the sports industry in the United States and expect this trend to continue in the near term, with continued excitement around women’s sports, the 2026 World Cup and the 2028 Olympics. We believe that the convergence of sport and culture has never been stronger and we believe we are well-positioned for this opportunity. From this position of strength, we plan to make investments in digital and in-store opportunities to grow our market share through repositioning our store portfolio, driving continued growth across our key categories and accelerating our eCommerce channel.

Previous wording

The completion of the Transaction is subject to Foot Locker shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2025. We intend to finance the Transaction through a combination of cash-on-hand, revolving borrowings and other new debt, to the degree Foot Locker shareholders do not elect to receive their consideration entirely in shares of our common stock, and expect the Transaction to deliver between $100 to $125 million in cost synergies in the medium-term achieved through procurement and direct sourcing efficiencies.

Current wording

On August 22, 2025, Foot Locker’s shareholders voted to adopt the Merger Agreement. Additionally, we have received all required regulatory approvals and expect the Transaction to close on September 8, 2025, subject to the satisfaction or waiver of remaining customary closing conditions. To the degree Foot Locker shareholders do not elect to receive their consideration entirely in shares of our common stock, we intend to finance the Transaction through a combination of cash-on-hand, revolving borrowings and other new debt, and expect the Transaction to deliver between $100 million to $125 million in cost synergies in the medium-term achieved through procurement and direct sourcing efficiencies.

Previous wording

The macroeconomic environment in which we operate remains dynamic as a result of numerous factors, including ongoing elevated interest rates, inflationary pressures, potential changes to international trade relations from taxation and tariffs, all of which could impact pricing, consumer discretionary spending behavior and the promotional landscape in which we operate.

Current wording

The macroeconomic environment in which we operate remains dynamic as a result of numerous factors, including ongoing elevated interest rates, inflationary pressures and changes to international trade policies from taxation and tariffs, all of which could impact pricing, consumer discretionary spending behavior and the promotional landscape in which we operate.

Previous wording

As a result of our strong performance and confidence in our strategic initiatives, balanced against the macroeconomic environment, we have reaffirmed our full year outlook for 2025 and continue to expect comparable sales growth for the year to be in the range of 1% to 3% and earnings per diluted share to be in the range of $13.80 to $14.40, which does not include acquisition-related costs, investment losses or results from the recently announced plan to acquire Foot Locker.

Current wording

As a result of our strong performance and confidence in our strategic initiatives, balanced against the macroeconomic environment, we have raised our full year outlook for 2025 and expect comparable sales growth for the year to be in the range of 2.0% to 3.5% and earnings per diluted share to be in the range of $13.90 to $14.50, which does not include acquisition-related costs, investment gains or results from the planned acquisition of Foot Locker.

Previous wording

•Driven by the quality of our assortment, we expect gross margin expansion during fiscal 2025.

Current wording

•Driven by the quality of our assortment, we expect to drive gross margin expansion during fiscal 2025.

Previous wording

The Company’s current expectations described above are forward-looking statements. Please see the “Cautionary Statement Concerning Forward-Looking Statements” in this Form 10-Q for information regarding important factors that may cause the Company’s actual results to differ from those currently projected and/or otherwise materially affect the Company.

Current wording

The Company’s current expectations described above are forward-looking statements. Please see the section entitled “Forward-Looking Statements” in this Form 10-Q for information regarding important factors that may cause the Company’s actual results to differ from those currently projected and/or otherwise materially affect the Company.

Previous wording

▪Net sales increased 5.2% to $3.17 billion in the current quarter from $3.02 billion during the first quarter of 2024, which included a 4.5% increase in comparable sales, following a 5.3% increase in the same period last year.

Current wording

▪Net sales increased 5.0% to $3.65 billion in the current quarter from $3.47 billion during the second quarter of 2024, which includes a 5.0% increase in comparable sales, following a 4.5% increase in the same period last year.

Previous wording

▪In the current quarter, we reported net income of $264.3 million, or $3.24 per diluted share, compared to $275.3 million, or $3.30 per diluted share, during the first quarter of 2024.

Current wording

▪In the current quarter, we reported net income of $381.4 million, or $4.71 per diluted share, compared to $362.2 million, or $4.37 per diluted share, during the second quarter of 2024.

Previous wording

▪Net income for the current quarter includes non-cash losses from an investment in Foot Locker equity securities of $10.3 million, net of tax, or $0.13 per diluted share.

Current wording

▪Net income for the current quarter includes non-cash gains from an investment in Foot Locker equity securities of $36.8 million, net of tax, or $0.45 per diluted share. The current quarter net income also includes $10.3 million, net of tax, or $0.13 per diluted share, of Foot Locker acquisition-related costs.

Previous wording

The completion of the Transaction is subject to Foot Locker shareholder approval and other customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2025. In connection with the Transaction, we entered into a $2.4 billion unsecured bridge loan facility with Goldman Sachs on May 15, 2025. Additionally, on June 6, 2025 we announced our offer to exchange any and all outstanding 4.000% senior notes due 2029 by Foot Locker for up to $400 million aggregate principal amount of new notes issued by the Company and cash, and the solicitation of consents for proposed amendments to the indenture relating to the Foot Locker notes and terminated our $1.6 billion revolving credit facility and replaced it with a new $2.0 billion unsecured revolving credit facility, maturing on June 6, 2030.

Current wording

▪Terminated our $1.6 billion Existing Credit Facility and entered into a new $2.0 billion Credit Facility maturing on June 6, 2030.

Previous wording

(1)In some markets, we operate DICK’S Sporting Goods stores adjacent to our specialty concept stores on the same property with a pass-through for our athletes. We refer to this format as a “combo store” and include combo store openings within both the DICK’S Sporting Goods and specialty concept store reconciliations, as applicable. As of May 3, 2025, the Company operated 14 combo stores.

Current wording

(1)In some markets, we operate DICK’S Sporting Goods stores adjacent to our specialty concept stores on the same property with a pass-through for our athletes. We refer to this format as a “combo store” and include combo store openings within both the DICK’S Sporting Goods and specialty concept store reconciliations, as applicable. As of August 2, 2025, the Company operated 15 combo stores.

Previous wording

(3)As of May 3, 2025, includes 27 Golf Galaxy Performance Centers, with three new openings during fiscal 2025, two of which were conversions of prior Golf Galaxy store locations.

Current wording

(3)As of August 2, 2025, includes 30 Golf Galaxy Performance Centers, with six new openings during fiscal 2025, three of which were conversions of prior Golf Galaxy store locations.

Previous wording

(5)Reflects stores converted between concept or prototype through store relocations or remodels as part of the Company's strategy to reposition its store portfolio. Including stores that converted between concepts, the Company relocated three stores during the current year period.

Current wording

(5)Reflects stores converted between concept or prototype through store relocations or remodels as part of the Company's strategy to reposition its store portfolio. Including stores that converted between concepts, the Company relocated or remodeled six stores during the current year period.

Previous wording

(6)Includes square footage as of May 3, 2025 related to five Public Lands store closures as we plan to convert three into DICK’S House of Sport and two into DICK’S Field House stores during fiscal 2025.

Current wording

(6)Includes square footage as of August 2, 2025 related to five Public Lands store closures as we plan to convert three into DICK’S House of Sport and two into DICK’S Field House stores during fiscal 2025 and early 2026.

Previous wording

The following table presents selected information from the unaudited Consolidated Statements of Income as a percentage of net sales and the changes in the percentage of net sales from the comparable 2024 period, and other data, and are provided to facilitate a further understanding of our business. This table should be read in conjunction with Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the accompanying unaudited Consolidated Financial Statements and related notes thereto.

Current wording

The following tables present selected information from the unaudited Consolidated Statements of Income as a percentage of net sales and the changes in the percentage of net sales from the comparable 2024 period, and other data, and are provided to facilitate a further understanding of our business. These tables should be read in conjunction with Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the accompanying unaudited Consolidated Financial Statements and related notes thereto.

Previous wording

(4)Pre-opening expenses, which consist primarily of rent, marketing (including grand opening advertising costs), payroll, recruiting and other store preparation costs are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening and during periods when stores are closed for remodeling.

Current wording

(5)Pre-opening expenses, which consist primarily of rent, marketing (including grand opening advertising costs), payroll, recruiting and other store preparation costs are expensed as incurred. Rent is recognized within pre-opening expense from the date the Company takes possession of a site through the date of store opening and during periods when stores are closed for remodeling.

Previous wording

(5)Beginning in fiscal 2025, we revised our method for calculating comparable sales to include Warehouse Sale locations beginning in the stores’ 14 th full month of operations, similar to our other store locations. Prior year information has been revised to reflect this change for comparability purposes. See additional details as furnished in Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2025.

Current wording

(6)Beginning in fiscal 2025, we revised our method for calculating comparable sales to include Warehouse Sale locations beginning in the stores’ 14 th full month of operations, similar to our other store locations. Prior year information has been revised to reflect this change for comparability purposes. See additional details as furnished in Exhibit 99.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2025.

Previous wording

Net sales increased 5.2% to $3,174.7 million in the current quarter from $3,018.4 million for the quarter ended May 4, 2024, due primarily to a $131.9 million, or 4.5%, increase in comparable sales. The remaining increase in net sales was primarily attributable to new stores, including DICK’S Field House, DICK’S House of Sport and Golf Galaxy Performance Center locations. The increase in comparable sales included a 3.7% increase in sales per transaction and a 0.8% increase in transactions, and reflects growth in footwear, athletic apparel, licensed merchandise and team sports, offset by declines in outdoor equipment.

Current wording

Net sales increased 5.0% to $3,646.6 million in the current quarter from $3,473.6 million for the quarter ended August 3, 2024, due primarily to a $170.1 million, or 5.0%, increase in comparable sales. The remaining increase in net sales was primarily attributable to new stores, including DICK’S Field House, DICK’S House of Sport and Golf Galaxy Performance Center locations. The increase in comparable sales includes a 4.1% increase in sales per transaction and a 0.9% increase in transactions, and reflects growth in footwear, athletic apparel, golf and team sports, partially offset by declines in outdoor equipment.

Previous wording

Gross profit increased to $1,165.1 million in the current quarter from $1,095.3 million for the quarter ended May 4, 2024 and increased as a percentage of net sales by 41 basis points. Merchandise margins as a percentage of net sales increased 37 basis points as a result of the quality of our assortment. Occupancy costs, which after the cost of merchandise represents the largest item within our cost of goods sold, are generally fixed on a per store basis and fluctuate based on the number of stores that we operate, increased $16.1 million and deleveraged six basis points as a percentage of net sales. The remaining increase in gross profit as a percentage of net sales was driven by lower eCommerce shipping and fulfillment costs, partially offset by higher supply chain costs.

Current wording

Gross profit increased to $1,351.3 million in the current quarter from $1,275.7 million for the quarter ended August 3, 2024 and increased as a percentage of net sales by 33 basis points. Merchandise margins as a percentage of net sales increased 18 basis points as a result of the quality of our assortment. Occupancy costs, which after the cost of merchandise represents the largest item within our cost of goods sold, are generally fixed on a per store basis and fluctuate based on the number of stores that we operate, increased $11.1 million and leveraged eight basis points as a percentage of net sales. The remaining increase in gross profit as a percentage of net sales was driven by lower eCommerce shipping and fulfillment costs.

Previous wording

Selling, general and administrative expenses increased 5.7% to $785.5 million in the current quarter from $743.4 million for the quarter ended May 4, 2024, and increased as a percentage of net sales by 11 basis points. The $42.1 million increase in current quarter expense is primarily due to strategic digital and in-store investments across technology and talent, and marketing, partially offset by lower incentive compensation compared to the quarter ended May 4, 2024. The current quarter also includes a $9.5 million expense decrease related to changes in the investment values of our deferred compensation plans, which is fully offset in Other Expense (Income).

Current wording

Selling, general and administrative expenses increased 10.3% to $878.7 million in the current quarter from $796.7 million for the quarter ended August 3, 2024, and increased as a percentage of net sales by 117 basis points. The $82.0 million increase in current quarter expense is primarily due to strategic digital and in-store investments across technology and talent, and marketing compared to the quarter ended August 3, 2024. The current quarter also includes a $4.3 million expense increase related to changes in the investment values of our deferred compensation plans, which is fully offset in Other Income.

Previous wording

Pre-opening expenses decreased to $13.4 million in the current quarter from $21.1 million for the quarter ended May 4, 2024. Pre-opening expenses in any period typically fluctuate depending on the timing and number of new store openings and relocations.

Current wording

Pre-opening expenses increased to $12.3 million in the current quarter from $8.9 million for the quarter ended August 3, 2024. Pre-opening expenses in any period typically fluctuate depending on the timing and number of new store openings and relocations.

Previous wording

Other expense totaled $6.3 million in the current quarter compared to income of $25.4 million for the prior year quarter. The $31.7 million expense increase was primarily driven by non-cash losses from an investment in Foot Locker equity securities of $13.9 million, a $9.2 million decrease in interest income as a result of lower average cash and cash equivalents and lower average interest rates during the current quarter, and a $9.5 million expense increase compared to the prior year from changes in our deferred compensation plan investment values driven by performance in equity markets. The Company recognizes investment income or investment expense to reflect changes in deferred compensation plan investment values with an offsetting charge or reduction to selling, general and administrative costs for the same amount.

Current wording

Other income totaled $73.7 million in the current quarter compared to $25.8 million for the prior year quarter. The $47.9 million increase was primarily driven by non-cash gains from an investment in Foot Locker equity securities of $49.7 million and a $4.3 million expense decrease compared to the prior year from changes in our deferred compensation plan investment values driven by performance in equity markets. The Company recognizes investment income or investment expense to reflect changes in deferred compensation plan investment values with an offsetting charge or reduction to selling, general and administrative costs for the same amount. Increases in other income were partially offset by a $10.0 million decrease in interest income as a result of lower average cash and cash equivalents and lower average interest rates during the current quarter.

Previous wording

Income from operations increased to $366.1 million in the current quarter compared to $330.8 million for the quarter ended May 4, 2024.

Current wording

Income from operations increased to $818.3 million in the current period, compared to $800.9 million for the prior year period.

Previous wording

Our effective tax rate increased to 24.0% in the current quarter from 19.6% for the quarter ended May 4, 2024. The effective tax rate for the prior year quarter was favorably impacted by a higher number of employee equity awards exercised, which resulted in $15.6 million of higher excess tax benefits in the prior year quarter compared to the current year.

Current wording

Our effective tax rate increased to 24.7% in the current period from 22.7% for the same period last year. The effective tax rate for the prior year period was favorably impacted by a higher number of employee equity awards exercised, which resulted in $17.1 million of higher excess tax benefits in the prior year period compared to the current period.

Previous wording

Our cash on hand as of May 3, 2025 was $1.0 billion. We believe that our current cash position, and cash flows from operations, supplemented by funds available under our unsecured $1.6 billion Credit Facility and access to long-term debt capital markets, if necessary, are sufficient to operate our business for the next twelve months and complete our pending acquisition of Foot Locker. In addition, we believe that we have the ability to obtain alternative sources of financing, if necessary.

Current wording

Our cash on hand as of August 2, 2025 was $1.2 billion. We believe that our current cash position, and cash flows from operations, supplemented by funds available under our unsecured $2.0 billion Credit Facility and access to long-term debt capital markets, if necessary, are sufficient to operate our business for the next twelve months and to complete our planned acquisition of Foot Locker. In addition, we believe that we have the ability to obtain alternative sources of financing, if necessary.

Previous wording

On May 15, 2025, we entered into a definitive merger agreement to acquire Foot Locker. Under the terms of the Merger Agreement, 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. In addition to any shares issued, we intend to finance the Transaction through a combination of cash-on-hand, revolving borrowings and other new debt, to the degree Foot Locker shareholders do not elect to receive their consideration entirely in shares of our common stock.

Current wording

On May 15, 2025, we announced that we entered into a definitive merger agreement to acquire Foot Locker. Under the terms of the Merger Agreement, 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.

Previous wording

We have a $1.6 billion Credit Facility, which includes a maximum amount of $75 million to be issued in the form of letters of credit. Loans under the Credit Facility bear interest at an alternate base rate or an adjusted secured overnight financing rate plus, in each case, an applicable margin percentage. We had no revolving Credit Facility borrowings at any point during the first fiscal quarter of 2025, and as of May 3, 2025, there were no borrowings outstanding under the Credit Facility. We have total remaining borrowing capacity, after adjusting for $19.9 million of standby letters of credit, of $1.58 billion. We were in compliance with all covenants under the Credit Facility agreement at May 3, 2025.

Current wording

During the second quarter, we terminated our $1.6 billion Existing Credit Facility and entered into a new $2.0 billion Credit Facility, of which $75 million is available for letters of credit. Loans under the Credit Facility bear interest at an alternate base rate or an adjusted SOFR plus, in each case, an applicable margin percentage. We had no revolving Credit Facility borrowings at any point during the second fiscal quarter of 2025, and as of August 2, 2025, there were no borrowings outstanding under the Credit Facility. We have total remaining borrowing capacity, after adjusting for $19.9 million of standby letters of credit, of $1.98 billion. We were in compliance with all covenants under the Credit Facility agreement at August 2, 2025. Refer to Part I. Item 1. Financial Statements, Note 5 – Revolving Credit Facility for further information.

Previous wording

As of May 3, 2025, we have $750 million principal amount of 2032 Notes and $750 million principal amount of 2052 Notes outstanding. Cash interest accrues at a rate of 3.15% per year on the 2032 Notes and 4.10% per year on the 2052 Notes, each of which are payable semi-annually in arrears on January 15 and July 15.

Current wording

As of August 2, 2025, we have $750 million principal amount of senior notes due 2032 (the “2032 Notes”) and $750 million principal amount of senior notes due 2052 (the “2052 Notes” and together with the 2032 Notes, the “Senior Notes”) outstanding. Cash interest accrues at a rate of 3.15% per year on the 2032 Notes and 4.10% per year on the 2052 Notes, each of which are payable semi-annually in arrears on January 15 and July 15.

Previous wording

Our capital expenditures are primarily allocated toward the development of our omni-channel platform, including investments in new and existing stores and eCommerce technology, while we have also invested in our supply chain and corporate technology capabilities. Capital expenditures for the 13 weeks ended May 3, 2025 totaled $264.7 million on a gross basis and $241.9 million on a net basis, inclusive of construction allowances provided by landlords.

Current wording

Our capital expenditures are primarily allocated toward the development of our omni-channel platform, including investments in new and existing stores and eCommerce technology, while we have also invested in our supply chain and corporate technology capabilities. Capital expenditures for the 26 weeks ended August 2, 2025 totaled $526.1 million on a gross basis and $455.5 million on a net basis, inclusive of construction allowances provided by landlords.

Previous wording

We anticipate fiscal 2025 capital expenditures of approximately $1.0 billion, net of construction allowances provided by landlords. As we continue to reposition our store portfolio, these investments will be concentrated in store growth, relocations and improvements in our existing stores. We plan to open approximately 16 DICK’S House of Sport locations in 2025 and expect to begin construction on approximately 16 locations scheduled to open throughout 2026. By the end of 2027, we expect to have between 75 to 100 DICK’S House of Sport locations across the country. We also plan to open approximately 16 DICK’S Field House and approximately 8 Golf Galaxy Performance Center locations in 2025. By leveraging our real estate flexibility, we expect approximately 70% of our 2025 store openings will be relocations or remodels of existing store locations, which will increase our square footage in 2025 by approximately 2% to 3%.

Current wording

We anticipate fiscal 2025 capital expenditures of approximately $1.0 billion, net of construction allowances provided by landlords. As we continue to reposition our store portfolio, these investments will be concentrated in store growth, relocations and improvements in our existing stores. We plan to open approximately 16 DICK’S House of Sport locations in 2025 and expect to begin construction on approximately 15 locations scheduled to open throughout 2026. By the end of 2027, we expect to have between 75 to 100 DICK’S House of Sport locations across the country. We also plan to open approximately 15 DICK’S Field House and approximately 8 Golf Galaxy Performance Center locations in 2025. By leveraging our real estate flexibility, we expect approximately two-thirds of our 2025 store openings will be relocations or remodels of existing store locations, which will increase our square footage in 2025 by approximately 2% to 3%.

Previous wording

From time-to-time, we may opportunistically repurchase shares of our common stock under our current $2.0 billion share repurchase program authorized by our Board of Directors on December 16, 2021. During the 13 weeks ended May 3, 2025, we repurchased 1.4 million shares of our common stock at a cost of $298.7 million. As of May 3, 2025, the available amount remaining under the December 2021 share repurchase program is $212.9 million. On March 10, 2025, our Board of Directors authorized an additional five-year share repurchase program of up to $3.0 billion of our common stock. The Company plans to continue to purchase under the 2021 program until it is exhausted or expired.

Current wording

From time-to-time, we may opportunistically repurchase shares of our common stock under our current $2.0 billion five-year share repurchase program authorized by our Board of Directors on December 16, 2021. During the 26 weeks ended August 2, 2025, we repurchased 1.4 million shares of our common stock at a cost of $298.7 million. As of August 2, 2025, the available amount remaining under the December 2021 share repurchase program is $212.9 million. On March 10, 2025, our Board of Directors authorized an additional five-year share repurchase program of up to $3.0 billion of our common stock. The Company plans to continue to purchase under the 2021 program until it is exhausted or expired.

Previous wording

During the 13 weeks ended May 3, 2025, we paid $99.9 million of dividends to our stockholders. On May 27, 2025, our Board of Directors authorized and declared a quarterly cash dividend in the amount of $1.2125 per share of common stock and Class B common stock, payable on June 27, 2025 to stockholders of record as of the close of business on June 13, 2025.

Current wording

During the 26 weeks ended August 2, 2025, we paid $196.1 million of dividends to our stockholders. On August 27, 2025, our Board of Directors authorized and declared a quarterly cash dividend in the amount of $1.2125 per share of common stock and Class B common stock, payable on September 26, 2025 to stockholders of record as of the close of business on September 12, 2025.

Previous wording

We have entered into supply chain financing arrangements with certain third-party financial institutions, whereby suppliers have the opportunity to settle outstanding payment obligations early at a discount. We do not have an economic interest in suppliers’ voluntary participation and we do not provide any guarantees or pledge assets under these arrangements. Supplier invoices are settled with the third-party financial institutions in accordance with the original supplier payment terms and our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by these arrangements. Liabilities associated with the funded participation in these arrangements, which are presented within accounts payable on the Consolidated Balance Sheets, were $58.4 million, $49.6 million and $56.6 million as of May 3, 2025, February 1, 2025 and May 4, 2024, respectively.

Current wording

We have entered into supply chain financing arrangements with certain third-party financial institutions, whereby suppliers have the opportunity to settle outstanding payment obligations early at a discount. We do not have an economic interest in suppliers’ voluntary participation and we do not provide any guarantees or pledge assets under these arrangements. Supplier invoices are settled with the third-party financial institutions in accordance with the original supplier payment terms and our rights and obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted by these arrangements. Liabilities associated with the funded participation in these arrangements, which are presented within accounts payable on the Consolidated Balance Sheets, were $37.9 million, $49.6 million and $49.8 million as of August 2, 2025, February 1, 2025 and August 3, 2024, respectively.

Previous wording

Cash used in investing activities increased $227.7 million for the 13 weeks ended May 3, 2025 compared to the same period in the prior year. Gross capital expenditures increased $107.2 million primarily driven by investments in new and future DICK’S House of Sport stores and DICK’S Field House stores, as well as the construction of our sixth distribution facility and higher investments in remodels or other store enhancements. Cash used in investing activities for the current period also includes $119.5 million in purchases of investments, which included $69.5 million of Foot Locker equity securities. Refer to Part I. Item 1. Financial Statements, Note 3 – Fair Value Measurements for further information.

Current wording

Cash used in investing activities increased $282.0 million for the 26 weeks ended August 2, 2025 compared to the same period in the prior year. Gross capital expenditures increased $154.0 million, primarily driven by investments in new and future DICK’S House of Sport stores and DICK’S Field House stores, as well as the construction of our sixth distribution facility and higher investments in remodels or other store enhancements. Cash used in investing activities for the current period also includes $119.5 million in purchases of investments, which included $69.5 million of Foot Locker equity securities. Refer to Part I. Item 1. Financial Statements, Note 3 – Fair Value Measurements for further information.

Previous wording

Financing activities have historically consisted of capital return initiatives, including share repurchases and cash dividend payments, cash flows generated from stock option exercises and cash activity associated with our Credit Facility or other financing sources. Cash used in financing activities increased $220.9 million for the 13 weeks ended May 3, 2025, compared to the same period in the prior year, primarily due to higher share repurchases in the current year.

Current wording

Financing activities have historically consisted of capital return initiatives, including share repurchases and cash dividend payments, cash flows generated from stock option exercises and cash activity associated with our Credit Facility or other financing sources. Cash used in financing activities increased $177.6 million for the 26 weeks ended August 2, 2025, compared to the same period in the prior year, primarily due to higher share repurchases in the current year.