DICK'S SPORTING GOODS, INC.
For the period ended Jan 31, 2026. Filed May 1, 2026.
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Jan 31, 2026 · Filed May 1, 2026
Contents
Appendix A
Non-GAAP Financial Measures
In addition to reporting the Company’s financial results calculated in accordance with generally accepted accounting principles (“GAAP”), the Company reports certain financial results that differ from what is reported under GAAP. These non-GAAP financial measures include non-GAAP operating margin, non-GAAP earnings per diluted share, non-GAAP income before taxes (“EBT”), non-GAAP income before taxes as a percentage of net sales (“EBT Margin”), and DICK’S Business non-GAAP basis results, including non-GAAP operating margin and non-GAAP earnings per diluted share, which management believes provides investors with useful supplemental information to evaluate the Company’s ongoing operations and to compare with past and future periods. Furthermore, management believes that adjustments related to its deferred compensation plans enables investors to better understand its selling, general and administrative expense trends excluding non-cash changes in our deferred compensation plan investment fair values from market fluctuations that are offset within other income. Additionally, management believes that adjustments related to its convertible senior notes due 2025 (“Convertible Senior Notes”) and convertible bond hedge provided a more complete view of the economics of the instruments upon future conversion. Management also uses these non-GAAP measures internally for forecasting, budgeting, and measuring its operating performance. These measures should be viewed as supplementing, and not as an alternative or substitute for, the Company’s financial results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. A reconciliation of the Company’s non-GAAP measures to the most directly comparable GAAP financial measures are provided below.
Non-GAAP Net Income and Earnings Per Share Reconciliations (dollars in thousands, except per share amounts):
| FISCAL 202552 WEEKS ENDED JANUARY 31, 2026 | ||||||||
|---|---|---|---|---|---|---|---|---|
| GROSSPROFIT | SELLING,GENERAL ANDADMINISTRATIVEEXPENSES | OPERATING INCOME | INTEREST EXPENSE | OTHER (INCOME) EXPENSE | INCOME BEFORE INCOME TAXES | NETINCOME | EARNINGS PER DILUTED SHARE | |
| GAAP Basis | $5,667,262 | $4,338,162 | $1,095,909 | $64,263 | $(110,327) | $1,141,973 | $849,239 | $9.97 |
| % of Net Sales | 32.92% | 25.20% | 6.37% | 0.37% | (0.64%) | 6.63% | 4.93% | |
| Foot Locker acquisition-related costs | 217,926 | — | 382,118 | (7,863) | — | 389,981 | 307,315 | |
| Asset impairment charge | — | (13,375) | 13,375 | — | — | 13,375 | 9,898 | |
| Investment gains | — | — | — | — | 42,241 | (42,241) | (42,241) | |
| Deferred compensation plan adjustments | — | (24,821) | 24,821 | — | 24,821 | — | — | |
| Non-GAAP Basis | $5,885,188 | $4,299,966 | $1,516,223 | $56,400 | $(43,265) | $1,503,088 | $1,124,211 | $13.20 |
| % of Net Sales | 34.19% | 24.98% | 8.81% | 0.33% | (0.25%) | 8.73% | 6.53% | |
| Contribution from Foot Locker acquisition | (758,889) | (809,395) | 52,220 | (9,225) | 3,606 | 57,839 | 60,003 | |
| Non-GAAP basis for DICK’S Business | $5,126,299 | $3,490,571 | $1,568,443 | $47,175 | $(39,659) | $1,560,927 | $1,184,214 | $14.58 |
| % of Net Sales for DICK’S Business | 36.33% | 24.74% | 11.12% | 0.33% | 0.28% | 11.06% | 8.39% | |
During fiscal 2025, the Company recorded (1) pre-tax Foot Locker acquisition-related charges totaling $390.0 million, which includes $217.9 million to write down and liquidate inventory, merger and integration costs of $164.2 million, which includes legal and regulatory fees, other professional services and other costs related to the Foot Locker acquisition, and $7.9 million of deferred financing amortization on a bridge facility; (2) pre-tax charge of $13.4 million related to a non-cash asset write-down following the abandonment of a technology service contract; (3) non-cash pre-tax gains of $42.2 million from a non-operating investment in Foot Locker equity securities; and (4) non-cash changes in fair value of employee deferred compensation plan investments held in rabbi trusts. The non-
| 70 | DICK’S SPORTING GOODS, INC. |
GAAP operating results of the DICK’S Business exclude the dilutive effect of 9.6 million shares issued in connection with the Foot Locker acquisition on weighted average diluted shares outstanding. Except for approximately $65.1 million of non-deductible merger and integration costs and a $10.8 million favorable tax impact from the gains on the Company’s pre-existing Foot Locker investment that are not taxable following completion of the acquisition, the provision for income taxes for non-GAAP adjustments was tax effected at the statutory rate of the applicable tax jurisdiction, which approximates 25%.
| FISCAL 202452 WEEKS ENDED FEBRUARY 1, 2025 | ||||||
|---|---|---|---|---|---|---|
| SELLING,GENERAL ANDADMINISTRATIVEEXPENSES | OPERATING INCOME | OTHER (INCOME) EXPENSE | INCOME BEFORE INCOME TAXES | NETINCOME | EARNINGS PER DILUTED SHARE | |
| GAAP Basis | $3,294,272 | $1,473,932 | $(98,088) | $1,519,033 | $1,165,308 | $14.05 |
| % of Net Sales | 24.51% | 10.96% | (0.73%) | 11.30% | 8.67% | |
| Deferred compensation plan adjustments | (23,637) | 23,637 | 23,637 | — | — | |
| Non-GAAP Basis | $3,270,635 | $1,497,569 | $(74,451) | $1,519,033 | $1,165,308 | $14.05 |
| % of Net Sales | 24.33% | 11.14% | (0.55%) | 11.30% | 8.67% | |
Fiscal 2024 included non-cash changes in fair value of employee deferred compensation plan investments held in rabbi trusts.
| FISCAL 202353 WEEKS ENDED FEBRUARY 3, 2024 | ||||||
|---|---|---|---|---|---|---|
| GROSSPROFIT | SELLING,GENERAL ANDADMINISTRATIVEEXPENSES | OTHER (INCOME) EXPENSE | INCOME BEFORE INCOME TAXES | NETINCOME | EARNINGS PER DILUTED SHARE | |
| GAAP Basis | $4,533,735 | $3,183,530 | $(93,809) | $1,318,151 | $1,046,519 | $12.18 |
| % of Net Sales | 34.92% | 24.52% | (0.72%) | 10.15% | 8.06% | |
| Business optimization charges | 11,984 | (72,829) | — | 84,813 | 62,762 | |
| Deferred compensation plan adjustments | — | (13,960) | 13,960 | — | — | |
| Non-GAAP Basis | $4,545,719 | $3,096,741 | $(79,849) | $1,402,964 | $1,109,281 | $12.91 |
| % of Net Sales | 35.01% | 23.85% | (0.61%) | 10.80% | 8.54% | |
During fiscal 2023, the Company recorded pre-tax charges related to the completion of its business optimization totaling $84.8 million, which included $46.1 million of non-cash impairments of store and intangible assets, $26.7 million of severance-related costs and a $12.0 million write-down of inventory. Fiscal 2023 also included non-cash changes in fair value of employee deferred compensation plan investments held in rabbi trusts. The provision for income taxes for the aforementioned adjustments were calculated at 26%, which approximated the Company’s blended tax rate.
| 2026 PROXY STATEMENT | 71 |
| FISCAL 202252 WEEKS ENDED JANUARY 28, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| GROSSPROFIT | SELLING,GENERAL ANDADMINISTRATIVEEXPENSES | OTHER (INCOME) EXPENSE | INCOME BEFORE INCOME TAXES | NETINCOME | AFTER TAXINTERESTFROMCONVERTIBLESENIORNOTES | NUMERATORUSED TOCOMPUTEEARNINGSPER DILUTEDSHARE | WEIGHTEDAVERAGEDILUTEDSHARES | EARNINGSPERDILUTEDSHARE | |
| GAAP Basis | $4,284,558 | $2,799,853 | $(15,949) | $1,383,748 | $1,043,138 | $27,060 | $1,070,198 | 99,274 | $10.78 |
| % of Net Sales | 34.64% | 22.64% | (0.13%) | 11.19% | 8.43% | 0.22% | 8.65% | ||
| Convertible Senior Notes | — | — | — | — | — | (27,060) | (27,060) | (10,792) | |
| Field & Stream exit charges | 740 | (29,340) | — | 30,080 | 22,259 | — | 22,259 | — | |
| Deferred compensation plan adjustments | — | 14,609 | (14,609) | — | — | — | — | — | |
| Non-GAAP Basis | $4,285,298 | $2,785,122 | $(30,558) | $1,413,838 | $1,065,397 | $— | $1,065,397 | 88,482 | $12.04 |
| % of Net Sales | 34.65% | 22.52% | (0.25%) | 11.43% | 8.61% | —% | 8.61% | ||
Fiscal 2022 included adjustments to eliminate the impact of assumed share settlement of the Convertible Senior Notes as required by the if-converted method. During fiscal 2022 the Company settled $515.9 million of its Convertible Senior Notes without dilutive effect, as the related principal was settled in cash and due to the shares received from its convertible bond hedge. The Company does not expect the shares underlying the remaining $59.1 million will have a dilutive effect upon conversion and believes reflecting the notes as debt more closely represents the economics of the transaction upon future conversion. The Company also recorded pre-tax charges related to the Field & Stream exit totaling $30.1 million, which included $28.5 million of non-cash impairments of store assets, $0.8 million of severance and a $0.7 million inventory write-down related to the closure of 12 Field & Stream stores in the fourth quarter of fiscal 2022. Fiscal 2022 also included non-cash changes in fair value of employee deferred compensation plan investments held in rabbi trusts. The provision for income taxes for the aforementioned adjustments were calculated at 26%, which approximated the Company’s blended tax rate.
| FISCAL 202152 WEEKS ENDED JANUARY 29, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | OPERATING INCOME | INTERESTEXPENSE | OTHER (INCOME) EXPENSE | INCOME BEFORE INCOME TAXES | NETINCOME | WEIGHTEDAVERAGEDILUTEDSHARES | EARNINGSPERDILUTEDSHARE | |
| GAAP Basis | $2,664,083 | $2,034,503 | $57,839 | $(17,774) | $1,994,438 | $1,519,871 | 109,578 | $13.87 |
| % of Net Sales | 21.67% | 16.55% | 0.47% | (0.14%) | 16.22% | 12.36% | ||
| Convertible Senior Notes | — | — | (30,794) | — | 30,794 | 22,788 | (11,332) | |
| Deferred compensation plan adjustments | (17,070) | 17,070 | — | 17,070 | — | — | — | |
| Non-GAAP Basis | $2,647,013 | $2,051,573 | $27,045 | $(704) | $2,025,232 | $1,542,659 | 98,246 | $15.70 |
| % of Net Sales | 21.53% | 16.69% | 0.22% | (0.01%) | 16.47% | 12.55% | ||
Fiscal 2021 included $30.8 million of non-cash amortization of the debt discount on $575 million of its Convertible Senior Notes issued in 2020, and 11.3 million diluted shares that will be offset at settlement by shares delivered from the convertible note hedge purchased in connection with their issuance. Fiscal 2021 also included non-cash changes in fair value of employee deferred compensation plan investments held in rabbi trusts. The provision for income taxes for the aforementioned adjustments were calculated at 26%, which approximated the Company’s blended tax rate.
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