DICK'S SPORTING GOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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CONDENSED CONSOLIDATED BALANCE SHEETS

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

DICK’S Sporting Goods, Inc. (together with its subsidiaries, referred to as “the Company”, “we”, “us” and “our” unless specified otherwise) is a leading omni-channel sporting goods retailer, offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories through a blend of dedicated teammates, in-store experiences and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, the Company owns and operates Golf Galaxy, Public Lands and Going Going Gone! specialty concept stores and also offers its products online and through its mobile apps. The Company also owns and operates DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping.

On September 8, 2025, the Company completed the acquisition of Foot Locker, Inc. and its subsidiaries ("Foot Locker"), a leading footwear and apparel retailer that expanded the Company's operations to serve the global sneaker community with a portfolio of brands including Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos across North America, Europe, Asia, and Australia, plus a licensed store presence in Europe, the Middle East and Asia. The unaudited condensed consolidated financial statements within this Quarterly Report on Form 10-Q include the results of Foot Locker as a wholly-owned subsidiary of DICK’S Sporting Goods, Inc. from the date of acquisition forward through November 1, 2025. Refer to Note 2 – Acquisition of Foot Locker for further information.

When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or specifies, any reference to “year” is to the Company’s fiscal year.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the requirements for Quarterly Reports on Form 10-Q and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim consolidated financial statements are unaudited and have been prepared on the same basis as the annual audited consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim financial information.

The unaudited interim financial information should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025 as filed with the Securities and Exchange Commission on March 27, 2025 (the Company’s “2024 Annual Report”). Operating results for the 13 and 39 weeks ended November 1, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2026 or any other period.

Significant Accounting Policies

The Company has updated the following significant accounting policies in the third quarter of fiscal 2025 following the acquisition of Foot Locker. There have not been any other material changes to the significant accounting policies included in the Company’s 2024 Annual Report.

Inventories, net

The Company determines inventory cost using different valuation methods across the DICK’S Sporting Goods and Foot Locker segments. For the DICK’S segment, inventory cost is determined using the weighted average cost method and consists of the direct costs of merchandise including freight, net of shrinkage, obsolescence, other valuation accounts and vendor allowances. For the Foot Locker segment, inventory cost is primarily determined using the retail inventory method, and includes freight, distribution center, and sourcing costs. Additionally, inventory cost for the Foot Locker segment is net of shrinkage and valuation reserves when current selling prices have not been marked down to market. Cost determination for Foot Locker merchandise inventories varies by geographic region, primarily including last-in, first out (“LIFO”) for domestic inventories and first-in, first-out (“FIFO”) for international inventories. Merchandise inventories for WSS and atmos banners are determined using the weighted average cost method. Inventories are stated at the lower of cost and net realizable value for inventories determined using weighted average cost, or market, for inventories determined using retial inventory method.

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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Derivative Financial Instruments

The Company’s Foot Locker segment has international operations and utilizes certain derivative financial instruments, such as cross-currency swap, option, and foreign exchange forward contracts to mitigate foreign currency exposure on merchandise inventory purchases and intercompany transactions. These instruments are recorded in the Company’s Consolidated Balance Sheet at their fair values. For derivatives designated as a hedge, and effective as part of a hedge transaction, the effective portion of the gain or loss on the hedging derivative instrument is reported as a component of other comprehensive income/loss or as a basis adjustment to the underlying hedged item and reclassified to earnings in the period in which the hedged item affects earnings. To the extent derivatives do not qualify or are not designated as hedges, or are ineffective, their changes in fair value are recorded in earnings immediately, which may subject the Company to increased earnings volatility. Cash receipts and payments are classified according to their nature in the statement of cash flows; however, cash flows from a derivative instrument that is accounted for as a fair value hedge or cash flow hedge are classified in the same category as the cash flows from the items being hedged.

Pension and Postretirement Obligations

In connection with the Foot Locker acquisition, the Company acquired certain defined benefit pension plans, which includetwo non-qualified pension plans, and postretirement and life insurance plans. Prior to the acquisition of Foot Locker, all Company pension plans were closed to new entrants. Based on retirement date, retirees covered by these plans are charged either the expected full cost of the plan or costs above an annual limit subsidized by the sponsor. Additionally, as part of the Foot Locker acquisition, the Company acquired an executive postretirement medical plan, which is not funded.

Pension benefit obligations and net periodic pension costs are calculated using actuarial assumptions, including the discount rate and expected rate of return on plan assets. The discount rate is determined by reference to the Willis Towers Watson RATE:Link interest rate model that uses bond yield data to calculate an average spot rate for each future year. The model calculates a single discount rate that matches the present value for all future years in aggregate. The Company measures plan assets and benefit obligations using the month-end date that is closest to our fiscal year end. The expected return on plan assets assumption is derived using the current and expected asset allocation of the pension plan assets and considers historical as well as expected performance of those assets.

The acquired pension and postretirement plans had a net underfunded status of $14.9 million as of September 8, 2025, the acquisition date, which was recorded within other long-term assets, accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, consisting of $400.2 million in plan assets and $415.1 million in obligations. The weighted average discount rate used to determine the benefit obligations under the pension and postretirement plans as of September 8, 2025 was 5.2%.

Foreign Currency Translation

The functional currency of the Company’s international operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed using current exchange rates in effect at the balance sheet date for balance sheet accounts, historical rates for equity accounts and the weighted-average rates of exchange prevailing during the year for revenue and expense accounts. The unearned gains and losses resulting from such translation are included as a separate component of accumulated other comprehensive loss within stockholders' equity.

Merger and Integration Costs

Merger and integration costs associated with the acquisition of Foot Locker primarily consist of legal and regulatory fees, other professional services, employee retention and severance costs. Merger and integration costs were $138.5 million and $146.6 million for the 13 and 39 weeks ended November 1, 2025. Refer to Note 2 – Acquisition of Foot Locker for further information.

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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Recently Issued Accounting Pronouncements

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,“Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments in this ASU are intended to enhance the transparency and decision usefulness of income tax disclosures and are effective for annual periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its financial disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued 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 effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted as of the beginning of an annual reporting period. The amendments may be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. The Company is currently evaluating the impact that adoption of this accounting standard will have on the Company’s Financial Statements.

2. Acquisition of Foot Locker

On May 15, 2025, the Company announced it entered into a definitive merger agreement (the “Merger Agreement”) to acquire Foot Locker, a leading footwear and apparel retailer (the “Transaction”). Under the terms of the Merger Agreement, Foot Locker shareholders were permitted to elect to receive either (i) $24.00 in cash or (ii)0.1168 shares of DICK’S Sporting Goods common stock for each share of Foot Locker common stock (“Stock Consideration”). On August 22, 2025, Foot Locker shareholders voted to adopt the Merger Agreement and the deadline to submit elections under the Merger Agreement was August 29, 2025.

On September 8, 2025, pursuant to the Merger Agreement, Foot Locker became a wholly-owned subsidiary of DICK’S Sporting Goods. The Transaction was an opportunity to create a global platform to serve a broader set of athletes through differentiated iconic concepts and robust digital experiences, supported by strong brand partnerships as a combined company, within the growing sports retail industry. Total purchase consideration for the Transaction was $2.5 billion, which was partially funded by cash on-hand in addition to the other components of consideration detailed in the table below:

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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(1) Represents the fair value of 4.3 million shares of Foot Locker common stock held by the Company prior to the Transaction, which was retired pursuant to the Merger Agreement.

(2) As part of the Transaction, the Company issued 0.5 million replacement equity awards to continuing Foot Locker employees based on the Stock Consideration for a total fair value of $101.4 million. The fair value of replacement awards was apportioned between purchase consideration, attributable to pre-combination vesting quantified in the table above, post-combination expense of $30.7 million to be recognized for vesting over the remaining original vesting period, and $41.7 million of immediate expense recognition for the acceleration of unvested equity awards for certain executives, which was included in merger and integration costs for the 13 and 39 weeks ended November 1, 2025 on the Consolidated Statements of Income.

Preliminary Purchase Price Allocation

We have accounted for the Transaction as a business combination under the acquisition method in accordance with Accounting Standards Codification (“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:

The fair value of the identifiable intangible assets acquired, tradenames of the Foot Locker business, were estimated by utilizing the relief-from-royalty method, an income approach, utilizing Level 3 inputs and determined to have an indefinite life. Identifiable intangible assets recognized in the Transaction will be tested periodically for impairment as required by ASC 350 Intangibles - Goodwill and Other.

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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

In connection with the Transaction, the Company recorded valuation allowances of $288.5 million as of the acquisition date. These allowances relate to deferred tax assets that are not more likely than not to be realized, primarily those associated with net operating loss carryforwards in certain foreign jurisdictions, along with other net deferred tax assets. The Company also established $49.8 million of net deferred tax liabilities recorded to goodwill on the excess of financial reporting basis over the tax basis of acquired assets. The measurement of these deferred tax liabilities reflects assumptions and estimates inherent in the Company’s preliminary purchase price allocation, which may be revised as additional information becomes available during the measurement period in accordance with ASC 805, Business Combinations.

The fair value of assets acquired and liabilities assumed are preliminary and based on the information that was available to management at the time the unaudited consolidated financial statements were prepared. As additional information about the fair value of assets acquired and liabilities assumed is obtained within the measurement period, which will not exceed twelve months from the date of the Transaction, the purchase price allocation may be revised and the impact may be material. The most significant areas of acquisition accounting that are not final are long-lived assets and income taxes, which will impact the total goodwill recognized as well.

Goodwill

Goodwill is calculated as the excess of consideration over the net assets acquired and attributable to future economic benefits expected because of the Transaction, including the assembled workforce of Foot Locker, sales and growth opportunities expanding into new markets, and synergies post-combination. Approximately $25.3 million of the total preliminary goodwill recognized in acquisition accounting is deductible for tax purposes. Goodwill recognized will be tested periodically for impairment as required by ASC 350 Intangibles - Goodwill and Other.

The following table presents changes in the carrying amount of goodwill recorded in the Company’s Consolidated Balance Sheets, summarized by reportable segment, including amounts recognized as part of the Transaction to the Foot Locker reportable segment(in thousands):