DICK'S SPORTING GOODS, INC.

Previous wording

We are a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. In addition to DICK’S Sporting Goods stores, we own and operate Golf Galaxy, Public Lands and Going Going Gone! specialty concept stores, and also offer our products online and through our mobile apps. We also own and operate 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. When used in this Annual Report on Form 10-K, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year, which ends on the Saturday closest to the end of January each year.

Current wording

We are a leading global sports retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. Our banners include DICK’S Sporting Goods, Golf Galaxy, Public Lands and Going Going Gone! stores in addition to the experiential retail concepts DICK’S House of Sport and Golf Galaxy Performance Center which are all located across the United States. Additionally, as owner and operator of Foot Locker, which includes Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos banners, we serve the global sneaker community across North America, Europe, Asia and Australia, plus a licensed store presence in Europe, the Middle East and Asia. We also own and operate GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping. When used in this Annual Report on Form 10-K, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year, which ends on the Saturday closest to the end of January each year.

Previous wording

Through our strategic pillars of athlete experience, differentiated product, brand engagement and teammate experience, we have transformed our business to drive sustained profitable growth. As part of our strategy, we have meaningfully improved our merchandise assortment through our vertical brands and strong relationships with our key brand partners, which provide access to highly differentiated products. We have also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to further engage our athletes. Lastly, we continue to innovate our omni-channel athlete experience through our DICK’S House of Sport stores, Golf Galaxy Performance Centers and our DICK’S Field House stores, and believe that a key driver of our future omni-channel growth will include repositioning our store portfolio to grow these stores. In addition to these strategies and foundational improvements, consumers have also made what we believe will be lasting lifestyle changes in recent years, prioritizing sport and maintaining healthy, active lifestyles, which has increased demand for our products.

Current wording

Through our strategic pillars of athlete experience, differentiated product, brand engagement and teammate experience, we have transformed our DICK’S Business to drive sustained profitable growth. As part of our strategy, we have meaningfully improved our merchandise assortment through our vertical brands and strong relationships with our key brand partners, which provide access to highly differentiated products. We have also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to further engage our athletes. We continue to innovate our omni-channel athlete experience through our DICK’S House of Sport stores, Golf Galaxy Performance Centers and our DICK’S Field House stores, and believe that a key driver of our future omni-channel growth will include repositioning our store portfolio to grow these stores. In addition to these strategies and foundational improvements, consumers have also made what we believe will be lasting lifestyle changes in recent years, prioritizing sport and maintaining healthy, active lifestyles, which has increased demand for our products.

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 our footwear category 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 FIFA World Cup and the 2028 Olympics. We believe that the convergence of sport and culture has never been stronger and that we are well-positioned for this opportunity. From this position of strength, we plan to continue to make investments in digital and in-store opportunities to further grow our market share through repositioning our store portfolio, driving continued growth across our key categories and accelerating our eCommerce channel.

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, which could impact pricing, consumer discretionary spending behavior and the promotional landscape in which we operate, as well as higher levels of inventory shrink, which has been noted throughout the retail industry.

Current wording

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

Previous wording

Senior management focuses on certain key indicators to monitor our performance, including:

Current wording

Senior management focuses on certain key indicators to monitor our performance, including the following for the DICK’S and Foot Locker Businesses:

Previous wording

•Comparable sales performance – Our management considers comparable sales, which includes digital revenue, to be an important indicator of our current performance. Comparable sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses. Comparable sales also have a direct impact on our total net sales, net income, cash and working capital. A store is included in the comparable sales calculation during the fiscal period that it commences its 14th full month of operations. Relocated stores are included in the comparable sales calculation from the open date of the original location. Stores that were permanently closed during the applicable period have been excluded from comparable sales results. Our digital revenue includes all eCommerce sales, including omni-channel transactions which are fulfilled by our stores, GameChanger subscriptions as well as revenue from our DICK’S Media Network. For further discussion of our comparable sales refer to the “Results of Operations” section herein.

Current wording

•Comparable sales performance – Our management considers comparable sales, which includes digital revenue, to be an important indicator of our current performance. Comparable sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses. Comparable sales also have a direct impact on our total net sales, net income, cash and working capital. A store is included in the comparable sales calculation during the fiscal period that it commences its 14th full month of operations. Relocated stores are included in the comparable sales calculation from the open date of the original location. Stores that were permanently closed during the applicable period have been excluded from comparable sales results. Our digital revenue includes all eCommerce sales, including omni-channel transactions which are fulfilled by our stores, GameChanger subscriptions as well as revenue from our DICK’S Media Network. The Foot Locker Business will be included in our comparable sales calculation beginning in the fourth quarter of fiscal 2026, which is when these stores will commence their 14th full month of operations following the date of acquisition. For further discussion of our comparable sales refer to the “Consolidated Operating Results” section herein.

Previous wording

•Earnings before taxes and the related operating margin – Our management views operating margin and earnings before taxes as key indicators of our performance. The key drivers of earnings before taxes are comparable sales, gross profit, and our ability to control selling, general and administrative expenses.

Current wording

•Operating income, or segment profit, and related margin – Our management views operating income, or segment profit, and related margin as key indicators of our performance. The key drivers of operating income or segment profit are comparable sales, gross profit and our ability to control selling, general and administrative expenses.

Previous wording

•We reported net income of $1.17 billion, or $14.05 per diluted share, in fiscal 2024, compared to $1.05 billion, or $12.18 per diluted share, during fiscal 2023.

Current wording

•In fiscal 2025, we reported net income of $849.2 million, or $9.97 per diluted share, compared to $1.17 billion, or $14.05 per diluted share, during fiscal 2024.

Previous wording

◦Declared and paid aggregate cash dividends on a quarterly basis for a total amount of $4.40 per share on our common stock and Class B common stock; and

Current wording

◦Declared and paid aggregate cash dividends on a quarterly basis for a total amount of $4.85 per share on our common stock and Class B common stock; and

Previous wording

◦Repurchased 1.3 million shares of common stock under our share repurchase program for a total cost of $268.0 million.

Current wording

◦Repurchased 1.6 million shares of common stock under our share repurchase program for a total cost of $342.1 million.

Previous wording

(2)As of February 1, 2025, includes 24 Golf Galaxy Performance Centers, with five new openings during fiscal 2024 that were converted from prior Golf Galaxy store locations.

Current wording

(2)As of January 31, 2026, includes 33 Golf Galaxy Performance Centers, with nine new openings during fiscal 2025, five of which were conversions of prior Golf Galaxy store locations.

Previous wording

(4)Reflects stores converted between concept or prototype through store relocations (12) or remodels (10) as part of the Company's strategy to reposition its store portfolio.

Current wording

(9)Reflects stores converted between concept or prototype through store relocations or remodels as part of the Company's strategy to reposition its store portfolio. In addition to stores that converted between concepts, the Company relocated or remodeled eight stores for the DICK'S Business during the current year period, consisting of five Golf Galaxy and three Going Going Gone! store locations.

Previous wording

(5)Includes square footage as of February 1, 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

(10)Includes square footage as of January 31, 2026 related to a Public Lands store closure as we plan to convert it into a DICK’S Field House store during early fiscal 2026.

Previous wording

(6)Columns may not recalculate due to rounding.

Current wording

(11)Columns may not recalculate due to rounding.

Previous wording

The following table presents, for the fiscal years indicated, selected items in the Consolidated Statements of Income as a percentage of our net sales, as well as the basis point change in percentage of net sales from fiscal 2024 to fiscal 2023:

Current wording

The following table presents, for the fiscal years indicated, selected items in the Consolidated Statements of Income as a percentage of net sales, as well as the basis point change in percentage of net sales from fiscal 2025 to fiscal 2024. Results herein for fiscal 2025 reflect Foot Locker operations from the September 8, 2025 acquisition date through the end of the fiscal year, which does not include the peak back-to-school selling season in August.

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. Beginning in fiscal 2024, the Company now reflects grand opening advertising costs within pre-opening expenses, which were historically included within selling, general and administrative expenses. Prior period amounts have been reclassified to conform to the current year presentation.

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 2024, we revised our method for calculating comparable sales to include GameChanger revenue. 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 14, 2024.

Current wording

(6)Foot Locker will be included in the quarterly comparable store calculation beginning in the fourth quarter of fiscal 2026, which is when these stores will commence their 14th full month of operations following the date of acquisition. Additionally, beginning in fiscal 2025, we revised our method for calculating comparable sales to include Warehouse Sale locations beginning in the stores’ 14th 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

Despite the dynamic macroeconomic environment and a shorter traditional holiday shopping season, we continued to drive comparable sales growth in fiscal 2024 with an increase of 5.2% which is on top of a 2.6% increase in 2023. Through the execution of our core strategies and operational strength, net sales increased 3.5% in fiscal 2024 as compared to 2023, and pre-tax income as a percentage of net sales grew to 11.30% in fiscal 2024 compared to 10.15% in fiscal 2023.

Current wording

Fiscal 2025 Compared to Fiscal 2024

Previous wording

Selling, general and administrative expenses increased to $3,294.3 million in the current year from $3,183.5 million in 2023, and were approximately flat as a percentage of net sales compared to 2023, primarily due to the current year increase in net sales. The $110.7 million increase includes strategic investments across technology and marketing, along with higher incentive compensation, partially offset by Business Optimization charges of $72.8 million incurred in the prior year. The current period also includes a $9.7 million expense increase related to changes in the investment values of our deferred compensation plans, which is fully offset in Other Income.

Current wording

Selling, general and administrative expenses increased to $4,338.2 million in the current year from $3,294.3 million in 2024, and increased as a percentage of net sales by 69 basis points. The $1.0 billion increase in the current year includes $809.4 million from the Foot Locker Business since the acquisition date. The remaining increase is primarily due to strategic digital and in-store investments across technology and talent, and marketing, partially offset by lower incentive compensation expenses compared to fiscal 2024. The current period also includes a $13.4 million asset write-down following the abandonment of a technology service contract and a $1.2 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 $57.5 million in the current year from $67.8 million in 2023. Pre-opening expenses in any period fluctuate depending on the timing and number of new store openings and relocations. The current year period includes pre-opening expenses to support the opening of seven DICK’S House of Sport stores, compared to nine in the prior year period.

Current wording

Pre-opening expenses increased to $69.0 million in the current year from $57.5 million in 2024. Pre-opening expenses in any period fluctuate depending on the timing and number of new store openings and relocations. The current year period includes pre-opening expenses to support the opening of 16 DICK’S House of Sport stores, compared to seven in the prior year period.

Previous wording

Other income totaled $98.1 million in 2024 compared to $93.8 million in 2023, and includes a $9.7 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.

Current wording

Other income totaled $110.3 million in 2025 compared to $98.1 million in 2024. The $12.2 million increase was primarily driven by non-cash gains from an investment in Foot Locker equity securities prior to the acquisition of $42.2 million and a $1.2 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 $36.0 million decrease in interest income primarily as a result of lower average cash and cash equivalents and lower average interest rates during the current year.

Previous wording

Gross profit increased to $4,825.7 million in 2024 from $4,533.7 million in 2023 and increased as a percentage of net sales by 98 basis points. Merchandise margins as a percentage of net sales increased 64 basis points as a result of a favorable sales mix and the quality of our assortment, a 25 basis point decrease in inventory shrink from the prior year, which included a cumulative unfavorable impact from shrink identified during our physical inventories, and a $12.0 million write-down of inventory in the prior year related to our Business Optimization. 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 $38.7 million compared to 2023 and were approximately flat as a percent of net sales primarily due to the increase in net sales. The remaining increase in gross profit as a percentage of net sales was driven by lower eCommerce shipping and fulfillment costs.

Current wording

Gross profit for the DICK’S Business increased to $5,126.3 million in fiscal 2025 from $4,825.7 million in 2024 and increased as a percentage of net sales by 44 basis points. Merchandise margins as a percentage of net sales increased 36 basis points as a result of the quality of our assortment. The remaining increase in gross profit as a percentage of net sales was driven by leverage on eCommerce shipping and fulfillment costs due to the increase in net sales. Our occupancy costs, which after the cost of merchandise represents the largest expense item within our cost of goods sold, are generally fixed in nature and fluctuate based on the number of stores that we operate. Occupancy costs increased $57.6 million and remained flat as a percentage of sales in fiscal 2025 as compared to 2024.

Previous wording

Our cash on hand as of February 1, 2025 was $1.7 billion. We believe that we have sufficient cash flows from operations and cash on hand to operate our business for at least the next twelve months, supplemented by funds available under our unsecured $1.6 billion Credit Facility, if necessary. We may require additional funding should we pursue strategic acquisitions, undertake share repurchases, pursue other investments or engage in store expansion rates in excess of historical levels. We had no revolving credit facility borrowings at any point during 2024.

Current wording

Our cash on hand as of January 31, 2026 was $1.4 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. In addition, we believe that we have the ability to obtain alternative sources of financing, if necessary. We may require additional funding should we pursue strategic acquisitions, undertake share repurchases, pursue other investments or engage in store expansion rates in excess of historical levels. We had no revolving credit facility borrowings at any point during 2025.

Previous wording

We lease substantially all of our stores, three of our distribution centers, and certain equipment under non-cancellable operating leases that expire at various dates through 2042. Approximately three-quarters of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five years, and we plan to leverage the significant flexibility within our existing real estate portfolio to capitalize on future real estate opportunities. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 7 – Leases for further information.

Current wording

We lease substantially all of our stores, administrative offices for the Foot Locker segment, nine of our distribution centers including three for the DICK’S Business and six for the Foot Locker Business, and certain equipment under non-cancellable operating leases that expire at various dates through 2043. Approximately three-quarters of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five years, and we plan to leverage the significant flexibility within our existing real estate portfolio to capitalize on future real estate opportunities. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 8 – Operating Leases for further information.

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. As of February 1, 2025, there were no borrowings outstanding under the Credit Facility, and 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 February 1, 2025. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 8 – Revolving Credit Facility for further information.

Current wording

During fiscal 2025, 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 fiscal 2025, and as of January 31, 2026, there were no borrowings outstanding under the Credit Facility. We have total remaining borrowing capacity, after adjusting for $26.7 million of standby letters of credit, of $1.97 billion. We were in compliance with all covenants under the Credit Facility agreement at January 31, 2026. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 9 – Revolving Credit Facility for further information.

Previous wording

As of February 1, 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 outstanding (the “2052 Notes” and together with the 2032 Notes, the “Senior Notes”). 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. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 9 – Senior Notes for further information.

Current wording

As of January 31, 2026, 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”) 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

As of February 1, 2025, our Senior Notes have long-term credit ratings by Moody’s and Standard & Poor’s rating agencies of Baa2 and BBB, respectively.

Current wording

As of January 31, 2026, our Senior Notes have long-term credit ratings by Moody’s and Standard & Poor’s rating agencies of Baa2 and BBB, respectively. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 10 – Long-Term Debt and Financing Lease Obligations for further information.

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. In 2024, capital expenditures totaled $802.6 million on a gross basis and $726.3 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. In fiscal 2025, capital expenditures totaled $1,137.2 million on a gross basis and $975.5 million on a net basis, inclusive of construction allowances provided by landlords.

Previous wording

We anticipate 2025 capital expenditures of approximately $1 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 20 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 18 DICK’S Field House and 14 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 3%.

Current wording

We anticipate fiscal 2026 capital expenditures of approximately $1.5 billion, net of construction allowances provided by landlords. As we continue to reposition our store portfolio for the DICK’S Business, these investments will be concentrated in store growth, relocations and improvements in our existing stores. We plan to open approximately 14 DICK’S House of Sport locations in 2026 and expect to begin construction on approximately 18 locations scheduled to open throughout 2027. We also plan to open approximately 22 DICK’S Field House and 15 Golf Galaxy Performance Center locations in 2026. By leveraging our real estate flexibility, we expect over 75% of our 2026 store openings for the DICK’S Business will be relocations or remodels of existing store locations, which will increase our square footage in 2026. Additionally, we plan to invest in the Foot Locker Business as we look to rapidly expand the Fast Break store initiative in 2026, with the goal to have approximately 250 locations ahead of the back-to-school season.

Previous wording

Our 2025 capital expenditures plan also includes ongoing investments in our supply chain and technology, including the construction of a new regional distribution center in Fort Worth, Texas, which is expected to open in 2026 and investments in technology to enhance our store fulfillment, in-store pickup and other foundational capabilities to drive efficiencies and enhance the omni-channel athlete experience. Additionally, we plan to invest in emerging growth opportunities with our GameChanger platform and DICK’S Media Network.

Current wording

Our fiscal 2026 capital expenditures plan also includes ongoing investments in our supply chain and technology, including the construction of a new regional distribution center in Fort Worth, Texas, which is expected to open in 2026, and investments in technology to enhance our store fulfillment, in-store pickup and other foundational capabilities to drive efficiencies and enhance the omni-channel athlete experience. Additionally, we plan to invest in emerging growth opportunities with our GameChanger platform and DICK’S Media Network.

Previous wording

From time-to-time, we may opportunistically repurchase shares of our common stock under our current $2 billion share repurchase program authorized by our Board of Directors on December 16, 2021. In 2024, we repurchased 1.3 million shares of our common stock at a cost of $268.0 million. As of February 1, 2025, the available amount remaining under the December 2021 share repurchase program is $511.5 million. On March 10, 2025, the Company's Board of Directors authorized an additional five-year share repurchase program of up to $3 billion of the Company's common stock. The 2021 program will remain available for purchases until it is exhausted or expires.

Current wording

From time-to-time, we may opportunistically repurchase shares of our common stock under our current $2 billion share repurchase program authorized by our Board of Directors on December 16, 2021. In fiscal 2025, we repurchased 1.6 million shares of our common stock at a cost of $342.1 million. As of January 31, 2026, the available amount remaining under the December 2021 share repurchase program is $169.4 million. On March 10, 2025, our Board of Directors authorized an additional five-year share repurchase program of up to $3 billion of the Company's common stock. The Company plans to continue to purchase under the 2021 program until it is exhausted or expired.

Previous wording

In 2024, we paid $361.7 million of dividends to our stockholders. On March 10, 2025, our Board of Directors declared a 10% increase in our quarterly cash dividend compared to the previous quarterly per share amount. The dividend of $1.2125 per share of common stock and Class B common stock is payable on April 11, 2025 to stockholders of record as of the close of business on March 28, 2025.

Current wording

In fiscal 2025, we paid $413.9 million of dividends to our stockholders. On March 11, 2026, our Board of Directors declared a 3% increase in our quarterly cash dividend compared to the previous quarterly per share amount. The dividend of $1.25 per share of common stock and Class B common stock is payable on April 10, 2026 to stockholders of record as of the close of business on March 27, 2026.

Previous wording

The declaration of future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are subject to authorization by our Board of Directors and are dependent upon multiple factors including future earnings, cash flows, financial requirements and other considerations.

Current wording

The declaration of future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are subject to authorization by our Board of Directors and will be dependent upon multiple factors including future earnings, cash flows, financial requirements and other considerations.

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 $49.6 million and $45.9 million as of February 1, 2025 and February 3, 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 $33.2 million and $49.6 million as of January 31, 2026 and February 1, 2025, respectively.

Previous wording

Cash flows provided by operating activities decreased $215.5 million in 2024 compared to 2023. The decrease was primarily due to changes in inventory levels and accounts payable, which decreased operating cash flows by $354.3 million and reflects our investments in key categories to support our sales growth, partially offset by higher earnings. The remaining change in cash flows provided by operating activities was driven by working capital changes resulting from year-over-year changes in incentive compensation accruals and corresponding payments, and the timing of payments for payroll, rent and income taxes.

Current wording

Cash flows provided by operating activities increased $225.5 million in 2025 compared to 2024, which is primarily due to year-over-year changes in inventory levels and accounts payable, which increased operating cash flows by $374.5 million and reflects investments in key categories to support our sales growth last year and this year’s write-down and liquidation of Foot Locker inventory. Additionally, the current year increase in cash flows from operating activities includes lower income tax payments following the enactment of provisions in the OBBBA and higher cash flows received from landlords, as we continue to reposition our chain and invest in our store portfolio within our DICK’S Business. These increases in cash flows provided by operating activities were partially offset by year-over-year changes in incentive compensation accruals and corresponding payments and other accrued expenses for severance and transaction costs related to the Foot Locker acquisition, along with lower earnings due to Foot Locker’s operating results since the acquisition date.

Previous wording

Cash used in investing activities increased $181.9 million to $796.6 million in 2024 compared to 2023. Gross capital expenditures increased$215.1 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 in 2023 also included our acquisition of Moosejaw and progress payments for the purchase of corporate aircraft, offset by proceeds received from the sale of our Field & Stream trademark and other intellectual property.

Current wording

Cash used in investing activities increased $257.9 million to $1,054.5 million in 2025 compared to 2024. Gross capital expenditures increased$334.6 million primarily driven by investments in new and future DICK’S House of Sport stores and DICK’S Field House stores, higher investments in remodels or other store enhancements as well as the construction of our sixth DICK’S Sporting Goods distribution facility. Cash used in investing activities for the current year also includes cash acquired from the acquisition of Foot Locker of $257.1 million, net of cash paid. The remaining increase in cash used in investing activities is driven by the purchase of a corporate aircraft and $119.5 million in purchases of investments, which included $69.5 million of Foot Locker equity securities.

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 decreased $409.6 million during 2024 compared to 2023, primarily driven by lower share repurchases and lower cash payments for minimum tax withholding requirements as a result of the vesting of employee equity awards compared to the prior year, partially offset by changes in bank overdraft balances between periods and payments for dividends.

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 $195.2 million during 2025 compared to 2024, primarily due to higher share repurchases, dividends and cash payments for minimum tax withholding requirements as a result of the vesting of employee equity awards compared to the prior year.

Previous wording

We are party to contractual obligations that involve commitments to make payments to third parties in the ordinary course of business. Our future contractual obligations primarily consist of payments for operating leases, long-term debt and related interest payments, and other purchase obligations. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 7 – Leases and Note 9 – Senior Notes for amounts outstanding as of February 1, 2025 related to operating leases and long-term debt.

Current wording

We are party to contractual obligations that involve commitments to make payments to third parties in the ordinary course of business. Our future contractual obligations primarily consist of payments for operating leases, long-term debt and related interest payments, and other purchase obligations. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 8 – Operating Leases and Note 10 – Long-Term Debt and Financing Lease Obligations for amounts outstanding as of January 31, 2026 related to operating leases, long-term debt and financing leases.

Previous wording

Other purchase obligations are for marketing commitments to promote our brand and products, including media and naming rights, technology-related commitments, licenses for trademarks and other ordinary course commitments. In the ordinary course of business, we enter into many contractual commitments, including purchase orders and commitments for products or services, but generally, such commitments represent annual or cancellable commitments. The amount of non-cancellable purchase commitments as of February 1, 2025 were approximately $180 million.

Current wording

Other purchase obligations are for marketing commitments to promote our brand and products, including media and naming rights, technology-related commitments, licenses for trademarks and other ordinary course commitments. In the ordinary course of business, we enter into many contractual commitments, including purchase orders and commitments for products or services, but generally, such commitments represent annual or cancellable commitments. The amount of non-cancellable purchase commitments as of January 31, 2026 were approximately $450 million.

Previous wording

We value inventory using the lower of weighted average cost and net realizable value, which is generally based on the selling price expectations of the merchandise. We regularly review inventories to determine if the carrying value of the inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable value. Our reserve requires management to make assumptions and apply judgement related to current and anticipated demand and the promotional environment, which may be impacted by changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies that could cause our inventory to be exposed to obsolescence or slow-moving merchandise. A 10% change in our obsolete inventory reserves as of February 1, 2025, would have affected income before income taxes by approximately $8.1 million in fiscal 2024.

Current wording

For inventories valued using the weighted average cost method, we regularly review these inventories to determine if the carrying value of the inventory exceeds net realizable value and, when determined necessary, record a reserve to reduce the carrying value to net realizable value. Our reserve requires management to make assumptions and apply judgment related to current and anticipated demand and the promotional environment, which may be impacted by changes in customer merchandise preference, current and anticipated demand, consumer spending, weather patterns, economic conditions, business trends or merchandising strategies that could cause our inventory to be exposed to obsolescence or slow-moving merchandise. A 10% change in our obsolete inventory reserves as of January 31, 2026, would have affected income before income taxes by approximately $10.6 million in fiscal 2025.