DICK'S SPORTING GOODS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File No.001-31463

DICK'S SPORTING GOODS, INC.

(Exact name of registrant as specified in its charter)

345 Court Street, Coraopolis, PA 15108

(Address of principal executive offices)

(724) 273-3400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑Accelerated filer☐Non-accelerated filer☐ Smaller reporting company☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D- 1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $11,281,312,684 as of August 1, 2025 based upon the closing price of the registrant's common stock on the New York Stock Exchange reported for August 1, 2025.

As of March 20, 2026, DICK’S Sporting Goods, Inc. had 65,474,242 shares of common stock, par value $0.01 per share, and 23,570,633 shares of Class B common stock, par value $0.01 per share, outstanding.

Documents Incorporated by Reference: Part III of this Annual Report on Form 10-K incorporates certain information from the registrant's definitive proxy statement for its Annual Meeting of Stockholders to be held on June 10, 2026 (the “2026 Proxy Statement”).

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Forward-Looking Statements

This Annual Report on Form 10-K (including information incorporated herein by reference) contains, and future oral and written statements of the Company and our management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that any forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and various other important factors that may change over time, and which may be beyond our control. These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. Our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future, and such forward-looking statements should not be relied upon as a prediction of actual results. These statements can be identified as those that may predict, forecast, indicate or imply future results, performance or advancements and by forward-looking words such as “believe”, “anticipate”, “expect”, “estimate”, “predict”, “intend”, “plan”, “project”, “goal”, “will”, “will be”, “will continue”, “will result”, “could”, “may”, “might” or any variations of such words or other words with similar meanings. Forward-looking statements include statements regarding, among other things, the benefits of our 2025 acquisition of Foot Locker (the “Transaction”), future financial and operating results and our plans, objectives, expectations, intentions, growth strategies and culture and other statements that are not historical facts.

Factors that could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statements include, but are not limited to:

•Our expectations regarding our future comparable sales and earnings per share;

•Macroeconomic conditions, including inflationary pressures and elevated interest rates, changes in consumer income and confidence, perception of global economic conditions, geopolitical conflicts and tensions, the threat or outbreak of further conflicts, war, terrorism or public unrest, and wage and unemployment levels;

•Intense competition in the sporting goods and retail industries, including competition for talent and the level of competitive promotional activity and technological innovation;

•Our dependence on consumer discretionary spending and ability to predict or effectively react to changes in consumer demand, preferences, fashion, cultural trends, lifestyle changes or shopping patterns;

•Risks associated with our vertical brand offerings, including brand strategy and marketing, improved space in-store, expanding product categories, product safety and labeling, product liability and recalls, and specialty concept stores;

•That our investments in omni-channel growth, DICK’S Media Network, the integration of the Foot Locker Business or other business transformation initiatives may not produce the anticipated benefits within the expected time frame or at all;

•Our customer experiences and associated costs, innovation, liability, and competition associated with our specialty concept stores and vertical brands;

•Our ability to protect the reputation of our Company and our brands;

•Short-term impacts of our strategic plans and initiatives, or such plans and initiatives not achieving the desired results within the anticipated time frame or at all;

•Our ability to successfully grow our DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center stores and execute our overall real estate strategy for DICK’S and Foot Locker;

•Risks associated with our brick and mortar retail stores, integration with our online presence and omni-channel shopping experience;

•Product cost and availability fluctuations due to a variety of factors; Risks and costs inherent with international operations, including the ability of the Foot Locker Business to expand its market share in international markets;

•Disruptions to our Customer Support Center and/or our global distribution and fulfillment networks and our ability to optimize our global distribution and fulfillment networks;

•Unauthorized use or disclosure of sensitive or confidential customer, employee, vendor or Company information;

•Disruptions, delays, downtime or other problems with our information systems, including our eCommerce platform and GameChanger, caused by high volumes, design or implementation deficiencies, or platform enhancements as well as associated disruptions to our operations;

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•Our ability to attract, train, engage and retain customers and key employees, to implement effective succession planning strategies, and to adequately respond to teammate organizing efforts;

•The impact of wage increases and other labor costs on our financial results;

•Weather-related risks and seasonal influences resulting from the overall seasonality of certain categories of our business; Our issuance of quarterly cash dividends and share repurchases pursuant to our share repurchase programs, if any;

•Organized retail crime and our ability to effectively control expenses, manage inventory levels and protect against inventory shrink;

•Our ability to meet market expectations and the historical and possible future impacts on the price of our common stock;

•The influence and control of the holders of our Class B common stock, whose interests may differ from those of our other stockholders;

•Our charter's current anti-takeover provisions, which could prevent or delay a change in control of the Company;

•Our dependence on key suppliers, distributors, and manufacturers to provide sufficient quantities of quality products in a timely fashion; Vendors selling their products directly to consumers through broadened or alternative distribution channels;

•Potential impacts from changes in corporate tax rates or other changes in applicable tax laws, regulations, and treaties and their interpretation and application;

•Risks and costs relating to changing global laws, rules, regulations, interpretations and other guidance affecting our business;

•Product safety and labeling concerns;

•Compliance and litigation risks for which we may not have sufficient insurance or other coverage;

•Our ability to secure and protect our intellectual property and defend claims of intellectual property infringement, including with respect to our vertical brands;

•The effects of the performance of professional sports teams within our core regions of operations and other factors relating to professional sports leagues and key athletes;

•The impact of evolving environmental, social and governance standards, regulatory requirements, stakeholder expectations and related political and social dynamics;

•Risks related to the Transaction, including effective integration of the Foot Locker business, and our pursuit of other strategic alliances, acquisitions or investments, that may involve certain timing and cost considerations, the potential failure to produce anticipated results, or inability to successfully integrate;

•Obligations and other provisions related to our indebtedness, including our senior notes due 2029, 2032 and 2052;

•Changes in the value or liquidity of the securities and other investments we hold and risks associated with our limited degree of control over certain strategic minority investments;

•The sufficiency of our cash flow;

•Projections of our future profitability;

•The availability of adequate capital; and

•Our future results of operations and financial condition.

A detailed discussion of the foregoing and additional risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Item 1A of this Form 10-K). 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 Annual Report on Form 10-K are made as of this date. 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.