DICK'S SPORTING GOODS, INC.
For the period ended Jan 31, 2026. Filed Mar 27, 2026.
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FY2026 · Filed Mar 27, 2026
DKS$147.69+4.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
Not applicable.
Table of Contents
| Index to Exhibits | ||
|---|---|---|
| Exhibit Number | Description | Method of Filing |
| 2.1+ | Agreement and Plan of Merger, dated as of May 15, 2025, by and among DICK’S Sporting Goods, Inc., RJS Sub LLC, and Foot Locker, Inc. | Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, File No. 001-21463, filed on May 15, 2025 |
| 3.1 | Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-8, File No. 333-100656, filed on October 21, 2002 |
| 3.2 | Amendment to the Amended and Restated Certificate of Incorporation, effective as of June 10, 2004 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q, File No. 001-31463, filed on September 9, 2004 |
| 3.3 | Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 9, 2021 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, File No. 001-31463, filed on June 14, 2021 |
| 3.4 | Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 14, 2023 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, File No. 001-31463, filed on June 16, 2023 |
| 3.5 | Amendment to the Amended and Restated Certificate of Incorporation, dated as of June 11, 2025 | Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 13, 2025 |
| 3.6 | Second Amended and Restated Bylaws (adopted March 27, 2024) | Incorporated by reference to Exhibit 3.5 to the Registrant’s Form 10-K, File No.001-31463, filed on March 28, 2024 |
| 4.1 | Form of Stock Certificate | Incorporated by reference to Exhibit 4.1 to the Registrant’s Amendment No. 3 to Statement on Form S-1, File No. 333-96587, filed on September 27, 2002 |
| 4.2 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Incorporated by reference to Exhibit 4.2 to Registrant’s Form 10-K, File No. 001-31463, filed on March 24, 2021 |
| 4.3 | Indenture, dated as of January 14, 2022, between DICK’S Sporting Goods, Inc. and U.S. Bank National Association, as Trustee | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 4.4 | First Supplemental Indenture, dated as of January 14, 2022, between DICK’S Sporting Goods, Inc. and U.S. Bank National Association, as Trustee | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 4.5 | Form of 3.150% Senior Notes due 2032 (included as Exhibit A to First Supplemental Indenture in Exhibit 4.6) | Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 4.6 | Form of 4.100% Senior Notes due 2052 (included as Exhibit B to First Supplemental Indenture in Exhibit 4.6) | Incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on January 14, 2022 |
| 4.7 | Second Supplemental Indenture, dated as of September 11, 2025, by and between DICK’S Sporting Goods, Inc. and U.S. Bank Trust Company, National Association | Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 11, 2025 |
| 4.8 | Form of 4.000% Senior Note due 2029 (included in Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed September 11, 2025) | Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 11, 2025 |
| 4.9 | Registration Rights Agreement, dated as of September 11, 2025, by and between DICK’S Sporting Goods, Inc. and Goldman Sachs & Co. LLC | Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on September 11, 2025 |
| 4.10 | Indenture, dated as of October 5, 2021, by and among Foot Locker, Inc., certain guarantors from time to time party thereto, and U.S. Bank National Association, as Trustee | Incorporated by reference to Exhibit 4.1 to Foot Locker, Inc.’s Current Report on Form 8-K, File No. 001-10299, filed on October 5, 2021 |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
Table of Contents
| Exhibit Number | Description | Method of Filing |
| 4.11 | First Supplemental Indenture, dated as of June 20, 2025, by and among Foot Locker, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as Trustee | Incorporated by reference to Exhibit 4.1 to Foot Locker, Inc.’s Current Report on Form 8-K, File No. 001-10299, filed on June 23, 2025. |
| 4.12 | Form of Foot Locker, Inc. 4% Senior Notes due 2029 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 5, 2021). | Incorporated by reference to Exhibit 4.2 to Foot Locker, Inc.’s Current Report on Form 8-K, File No. 001-10299, filed on October 5, 2021. |
| 10.1* | Form of Agreement entered into between Registrant and various executive officers, which sets forth form of severance | Incorporated by reference to Exhibit 10.10 to the Registrant’s Amendment No. 1 to Statement on Form S-1, File No. 333-96587, filed on August 27, 2002 |
| 10.2* | Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated December 12, 2007 | Incorporated by reference to Exhibit 10.35 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2008 |
| 10.2a* | First Amendment to Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated March 27, 2008 | Incorporated by reference to Exhibit 10.36 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2008 |
| 10.2b* | Second Amendment to Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated as of December 4, 2008 | Incorporated by reference to Exhibit 10.46 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 20, 2009 |
| 10.2c* | Third Amendment to Registrant’s Amended and Restated Officers’ Supplemental Savings Plan, dated as of November 21, 2011 | Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, File No. 001-31463, filed on August 30, 2018 |
| 10.3* | Registrant’s Amended and Restated 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on June 14, 2021 |
| 10.3a* | Amended and Restated Form of Restricted Stock Award Agreement granted under Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 14, 2017, but prior to March 25, 2025 | Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q, File No. 001-31463, filed on May 25, 2017 |
| 10.3b* | Amended and Restated Form of Restricted Stock Award Agreement, as amended, granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 25, 2025 | Incorporated by reference to Exhibit 10.6b to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2025 |
| 10.3c* | Amended and Restated Form of Stock Option Award Agreement granted under Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 14, 2017 | Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q, File No. 001-31463, filed on May 25, 2017 |
| 10.3d* | Amended and Restated Form of Performance Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 21, 2023, but prior to March 25, 2025 | Incorporated by reference to Exhibit 10.6h to the Registrant’s Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.3e* | Amended and Restated Form of Performance Unit Award Agreement, as amended, granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted on or after March 25, 2025 | Incorporated by reference to Exhibit 10.6f to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2025 |
| 10.3f* | Form of 2023 Long-Term Incentive Program Performance Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 10.6i to the Registrant’s Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.3g* | Form of 2025 Long-Term Incentive Program Performance Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan | Incorporated by reference to Exhibit 10.6h to the Registrant’s Form 10-K filed on March 27, 2025 |
| 10.3h* | Non-Employee Director Form of Restricted Stock Award Agreement, granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted on or before March 25, 2025 | Incorporated by reference to Exhibit 10.6i to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2025 |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
|---|---|---|
Table of Contents
| Exhibit Number | Description | Method of Filing |
| 10.3i* | Non-Employee Director Form of Restricted Stock Unit Award Agreement, granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted before March 25, 2025 | Incorporated by reference to Exhibit 10.6j to the Registrant’s Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.3j* | Registrant’s Non-Employee Director Compensation Deferral Plan | Incorporated by reference to Exhibit 10.6k to the Registrant’s Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.3k* | Registrant’s Non-Employee Director Compensation Deferral Plan - Deferral Election Form | Incorporated by reference to Exhibit 10.6l to the Registrant’s Form 10-K, File No. 001-31463, filed on March 23, 2023 |
| 10.3l* | Amended and Restated Non-Employee Director Form of Restricted Stock Award Agreement, granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted after March 25, 2025 | Incorporated by reference to Exhibit 10.6m to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2025 |
| 10.3m* | Amended and Restated Non-Employee Director Form of Restricted Unit Award Agreement - Director Deferrals granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted after March 25, 2025 | Incorporated by reference to Exhibit 10.6n to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2025 |
| 10.3n* | UK Sub Plan to the Registrant’s 2012 Stock and Incentive Plan | Filed herewith |
| 10.3o* | U.S. Employees Form of Restricted Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted after March 24, 2026 | Filed herewith |
| 10.3p* | Non-U.S. Employees Form of Restricted Unit Award Agreement granted under the Registrant’s 2012 Stock and Incentive Plan for awards granted after March 24, 2026 | Filed herewith |
| 10.4+ | Credit Agreement, dated June 6, 2025, among DICK’S Sporting Goods, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders and other parties thereto | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 6, 2025 |
| 10.5 | Form of Indemnification Agreement between the Company and each Director | Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-31463, filed on March 21, 2016 |
| 19.1 | Registrant’s Insider Trading Policy | Incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2025 |
| 19.2 | Registrant’s Pre-Clearance Guidelines | Incorporated by reference to Exhibit 19.2 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 27, 2025 |
| 21 | Subsidiaries | Filed herewith |
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith |
| 31.1 | Certification of Lauren R. Hobart, President and Chief Executive Officer, dated as of March 27, 2026 and made pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of Navdeep Gupta, Executive Vice President – Chief Financial Officer, dated as of March 27, 2026 and made pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
|---|---|---|
Table of Contents
| Exhibit Number | Description | Method of Filing |
| 32.1 | Certification of Lauren R. Hobart, President and Chief Executive Officer, dated as of March 27, 2026 and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2 | Certification of Navdeep Gupta, Executive Vice President – Chief Financial Officer, dated as of March 27, 2026 and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | Incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K, File No. 001-31463, filed on March 28, 2024 |
| 101 | The following financial information from DICK’S Sporting Goods, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2026 formatted in Inline XBRL: (“eXtensible Business Reporting Language”): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) related notes to these Consolidated Financial Statements. | Filed herewith |
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101). | Filed herewith |
| Each management contract and compensatory plan has been marked with an asterisk (*). | ||
|---|---|---|
| + Certain schedules and exhibits have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. | ||
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