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DICK'S SPORTING GOODS, INC.

For the period ended May 2, 2026. Filed Jun 4, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 2, 2026 · Filed Jun 4, 2026

DKS$147.69+4.9%Stored close · as of Nov 9, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

13 Weeks Ended
May 2,2026May 3,2025
Net sales$5,164,504$3,174,677
Cost of goods sold, including occupancy and distribution costs3,481,2422,009,591
GROSS PROFIT1,683,2621,165,086
Selling, general and administrative expenses1,163,928785,528
Merger and integration costs53,815—
Pre-opening expenses14,86913,442
OPERATING INCOME450,650366,116
Interest expense17,54112,138
Other (income) expense(13,166)6,256
INCOME BEFORE INCOME TAXES446,275347,722
Provision for income taxes126,45383,434
NET INCOME$319,822$264,288
EARNINGS PER COMMON SHARE:
Basic$3.61$3.33
Diluted$3.54$3.24
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic88,53579,341
Diluted90,40881,478

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

13 Weeks Ended
May 2,2026May 3,2025
NET INCOME$319,822$264,288
OTHER COMPREHENSIVE (LOSS) INCOME:
Hedge contracts - change in fair value of derivatives, net of taxes of $(311) and $—, respectively988—
Hedge contracts - reclassifications, net of taxes of $760 and $—, respectively(2,418)—
Pension and postretirement adjustments - amortization of net actuarial loss, net of taxes of $(7) and $—, respectively17—
Foreign currency translation adjustments, net of taxes of $134 and $(103), respectively(11,824)325
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME(13,237)325
COMPREHENSIVE INCOME$306,585$264,613

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CONDENSED CONSOLIDATED BALANCE SHEETS

May 2,2026January 31,2026May 3,2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$998,228$1,353,226$1,035,889
Accounts receivable, net466,521475,852256,554
Income taxes receivable59,07568,4554,138
Inventories, net5,419,4354,907,8233,569,353
Prepaid expenses and other current assets327,217299,435164,892
Total current assets7,270,4767,104,7915,030,826
Property and equipment, net3,757,9373,512,7762,268,866
Operating lease assets4,651,7384,594,6702,396,687
Intangible assets, net765,371768,57558,598
Goodwill813,069864,047245,857
Deferred income taxes69,31782,50129,510
Other assets505,036484,139404,238
TOTAL ASSETS$17,832,944$17,411,499$10,434,582
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable$2,181,042$1,986,990$1,542,749
Accrued expenses1,146,1041,115,306629,484
Operating lease liabilities948,0171,004,909496,129
Income taxes payable83,3897,53383,489
Deferred revenue and other liabilities485,638528,820360,568
Total current liabilities4,844,1904,643,5583,112,419
LONG-TERM LIABILITIES:
Revolving credit borrowings———
Long-term debt and financing lease obligations1,905,8101,905,2991,484,462
Long-term operating lease liabilities4,935,5994,836,4352,587,597
Deferred income taxes247,145203,920—
Other long-term liabilities295,956282,167197,710
Total long-term liabilities7,384,5107,227,8214,269,769
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock650653556
Class B common stock236236236
Additional paid-in capital3,735,3403,724,8361,483,461
Retained earnings7,035,9616,827,9006,559,483
Accumulated other comprehensive income (loss)4,57617,813(430)
Treasury stock, at cost(5,172,519)(5,031,318)(4,990,912)
Total stockholders' equity5,604,2445,540,1203,052,394
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$17,832,944$17,411,499$10,434,582

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Accumulated
Class B · Additional · Other
Common Stock · Common Stock · Paid-In · Retained · Comprehensive · Treasury
SharesDollarsSharesDollarsCapitalEarningsIncomeStockTotal
BALANCE, January 31, 202665,273$65323,571$236$3,724,836$6,827,900$17,813$(5,031,318)$5,540,120
Exercise of stock options2292——7,188———7,190
Restricted stock vested3663——(3)————
Minimum tax withholding requirements(138)(1)——(26,539)———(26,540)
Net income—————319,822——319,822
Stock-based compensation————29,858———29,858
Hedge contracts, net of taxes of $449——————(1,430)—(1,430)
Pension and postretirement adjustments, net of taxes of $(7)——————17—17
Foreign currency translation adjustments, net of taxes of $134——————(11,824)—(11,824)
Purchase of shares for treasury(719)(7)—————(141,201)(141,208)
Cash dividend declared, $1.25 per common share—————(111,761)——(111,761)
BALANCE, May 2, 202665,011$65023,571$236$3,735,340$7,035,961$4,576$(5,172,519)$5,604,244
Accumulated
Class B · Additional · Other
Common Stock · Common Stock · Paid-In · Retained · Comprehensive · Treasury
SharesDollarsSharesDollarsCapitalEarningsLossStockTotal
BALANCE, February 1, 202556,659$56723,571$236$1,495,329$6,392,513$(755)$(4,689,626)$3,198,264
Exercise of stock options2———61———61
Restricted stock vested4234——(4)————
Minimum tax withholding requirements(167)(1)——(31,105)———(31,106)
Net income—————264,288——264,288
Stock-based compensation————19,180———19,180
Foreign currency translation adjustments, net of taxes of $(103)——————325—325
Purchase of shares for treasury, including excise tax(1,366)(14)—————(301,286)(301,300)
Cash dividend declared, $1.2125 per common share—————(97,318)——(97,318)
BALANCE, May 3, 202555,551$55623,571$236$1,483,461$6,559,483$(430)$(4,990,912)$3,052,394

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

13 Weeks Ended
May 2,2026May 3,2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$319,822$264,288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization153,81097,860
Amortization of deferred financing fees and debt discount1,511589
Deferred income taxes55,00123,174
Stock-based compensation29,85819,180
Other, net(2,687)17,730
Changes in assets and liabilities:
Accounts receivable(16,107)(22,061)
Inventories(514,024)(219,523)
Prepaid expenses and other assets(5,164)(19,682)
Accounts payable188,29857,098
Accrued expenses6,504(53,348)
Income taxes payable / receivable100,49453,553
Construction allowances provided by landlords71,72322,776
Deferred revenue and other liabilities(41,340)(30,516)
Operating lease assets and liabilities(71,182)(33,072)
Net cash provided by operating activities276,517178,046
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(360,744)(264,725)
Other investing activities(32)(120,968)
Net cash used in investing activities(360,776)(385,693)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on financing lease obligations(1,371)—
Proceeds from exercise of stock options7,19061
Minimum tax withholding requirements(26,540)(31,106)
Cash paid for treasury stock(141,208)(303,671)
Cash dividends paid to stockholders(113,839)(99,921)
Increase (decrease) in bank overdraft8,418(12,092)
Net cash used in financing activities(267,350)(446,729)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(3,389)325
NET DECREASE IN CASH AND CASH EQUIVALENTS(354,998)(654,051)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD1,353,2261,689,940
CASH AND CASH EQUIVALENTS, END OF PERIOD$998,228$1,035,889
Supplemental disclosure of cash flow information:
Accrued property and equipment$227,981$132,117
Cash paid for interest, net of capitalized amounts$5,680$506
Cash paid for income taxes$15,635$7,069

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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 global sports 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. Our banners include DICK’S Sporting Goods stores, 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, along with 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.

The Company completed the acquisition of Foot Locker, Inc. and its subsidiaries ("Foot Locker") on September 8, 2025. 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. for the 13 weeks ended May 2, 2026. 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 January 31, 2026 as filed with the Securities and Exchange Commission on March 27, 2026 (the Company’s “2025 Annual Report”). Operating results for the 13 weeks ended May 2, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending January 30, 2027 or any other period.

Interchange Fee Settlement

In February 2026, the Company entered into a settlement agreement to resolve credit and debit card interchange fee litigation matters in which it was a plaintiff. As a result of a lump-sum settlement, the Company received $204.3 million, net of legal fees, during the 13 weeks ended May 2, 2026, of which $150.0 million was recorded within selling, general and administrative expense on the Consolidated Statement of Income with the remaining $54.3 million attributed to the Foot Locker acquisition and recorded as part of the Company’s adjustments to the preliminary purchase price allocation. Refer to Note 2 – Acquisition of Foot Locker for further information.

Tariff Policy Changes

On February 20, 2026, the United States (“U.S.”) Supreme Court issued a ruling that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the U.S. were unauthorized. Following this ruling, and effective on April 20, 2026, the U.S. Customs and Border Protection launched a platform for importers of record to begin submitting IEEPA tariff refund requests.

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

The Company has applied a gain contingency model in accordance with Accounting Standards Codification (“ASC”) 450-30,“Gain Contingencies”to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. We did not receive any refund payments during the 13 weeks ended May 2, 2026, and accordingly, given the uncertainty regarding the amount or timing of collection, we will record the refunds as they are received.

Recently Issued Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 its financial statements.

  1. Acquisition of Foot Locker

On September 8, 2025, the Company acquired Foot Locker, Inc., a leading footwear and apparel retailer (the “Transaction”), which became a wholly-owned subsidiary of DICK’S Sporting Goods. Total purchase consideration for the Transaction was $2.5 billion, which was primarily funded by $2.1 billion in share consideration for the issuance of 9.6 million shares of the Company’s common stock, $223.0 million in cash consideration and $111.6 million from the Company’s pre-existing equity ownership in Foot Locker.

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

Preliminary Purchase Price Allocation

The Transaction is accounted for as a business combination under the acquisition method in accordance with 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:

(in thousands)September 8, 2025
Cash and cash equivalents$484,882
Accounts receivable and other receivables147,432
Inventories1,718,069
Prepaid expenses and other current assets233,693
Property and equipment706,305
Operating lease assets1,876,206
Intangible assets710,000
Goodwill572,829
Deferred income tax assets77,471
Other assets144,264
Accounts payable(590,654)
Accrued expenses(482,704)
Current operating lease liabilities(443,533)
Deferred revenue and other liabilities(113,509)
Long-term debt and financing lease obligations(420,760)
Long-term operating lease liabilities(1,876,709)
Deferred income tax liabilities(167,295)
Other long-term liabilities(63,325)
Total preliminary purchase price$2,512,662

The fair value of assets acquired and liabilities assumed are preliminary and based on the Company’s estimates and assumptions as of the acquisition date and are subject to change as additional information is obtained within the measurement period which will not exceed twelve months from the date of the Transaction. As such, the purchase price allocation may be revised and the impact may be material. During the 13 weeks ended May 2, 2026, adjustments to the preliminary purchase price allocation resulted in a $46.0 million decrease in goodwill primarily related to the settlement of litigation contingencies, refinement of the fair value of long-lived assets and income taxes. The adjustments made during the first quarter of fiscal 2026 did not result in a significant impact to the Consolidated Statement of Income. The most significant areas of acquisition accounting not considered final are litigation contingencies and income taxes, which may also impact the total goodwill recognized.

Goodwill

Goodwill is calculated as the excess consideration over the net assets acquired and attributable to future economic benefits expected resulting from the Transaction, including the assembled workforce of Foot Locker, sales and growth opportunities expanding into new markets and synergies post-combination. Approximately $24.0 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.

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

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 within the Foot Locker reportable segment(in thousands):

DICK’SFoot LockerTotal
Balance as of January 31, 2026$245,857$618,190$864,047
Measurement period adjustments—(46,011)(46,011)
Currency translation—(4,967)(4,967)
Balance as of May 2, 2026$245,857$567,212$813,069
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