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DICK'S SPORTING GOODS, INC.

For the period ended Aug 1, 2026. Filed Sep 3, 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.

Aug 1, 2026 · Filed Sep 3, 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 Ended26 Weeks Ended
August 1,2026August 2,2025August 1,2026August 2,2025
Net sales$5,586,815$3,646,616$10,751,319$6,821,293
Cost of goods sold, including occupancy and distribution costs3,643,5442,295,3447,124,7864,304,935
GROSS PROFIT1,943,2711,351,2723,626,5332,516,358
Selling, general and administrative expenses1,447,422878,7372,611,3501,664,265
Merger and integration costs31,6058,02885,4208,028
Pre-opening expenses23,48812,32238,35725,763
OPERATING INCOME440,756452,185891,406818,302
Interest expense17,84616,11835,38728,256
Other income(15,504)(73,749)(28,670)(67,493)
INCOME BEFORE INCOME TAXES438,414509,816884,689857,539
Provision for income taxes122,953128,414249,406211,849
NET INCOME$315,461$381,402$635,283$645,690
EARNINGS PER COMMON SHARE:
Basic$3.55$4.82$7.16$8.15
Diluted$3.50$4.71$7.04$7.95
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic88,82979,14788,68279,244
Diluted90,13181,04190,26981,259

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

13 Weeks Ended26 Weeks Ended
August 1,2026August 2,2025August 1,2026August 2,2025
NET INCOME$315,461$381,402$635,283$645,690
OTHER COMPREHENSIVE (LOSS) INCOME:
Hedge contracts - change in fair value of derivatives, net of taxes of $61, $—, $(250) and $—, respectively(195)—793—
Hedge contracts - reclassifications, net of taxes of $261, $—, $1,021 and $—, respectively(829)—(3,247)—
Pension and postretirement adjustments - amortization of net actuarial loss, net of taxes of $(7), $—, $(14) and $—, respectively16—33—
Foreign currency translation adjustments, net of taxes of $138, $(1), $272 and $(104), respectively(9,564)4(21,388)329
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME(10,572)4(23,809)329
COMPREHENSIVE INCOME$304,889$381,406$611,474$646,019

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CONDENSED CONSOLIDATED BALANCE SHEETS

August 1,2026January 31,2026August 2,2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$913,736$1,353,226$1,231,022
Accounts receivable, net457,634475,852223,879
Income taxes receivable92,98968,45529,792
Inventories, net5,565,3414,907,8233,403,914
Prepaid expenses and other current assets290,104299,435165,440
Total current assets7,319,8047,104,7915,054,047
Property and equipment, net3,989,7143,512,7762,431,782
Operating lease assets4,749,4104,594,6702,424,625
Intangible assets, net763,252768,57558,598
Goodwill837,019864,047245,857
Deferred income taxes63,06082,5013,387
Other assets523,163484,139472,475
TOTAL ASSETS$18,245,422$17,411,499$10,690,771
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable$2,245,630$1,986,990$1,401,800
Accrued expenses1,169,3291,115,306666,451
Operating lease liabilities970,8191,004,909504,975
Income taxes payable54,9947,53334,391
Deferred revenue and other liabilities488,453528,820371,900
Total current liabilities4,929,2254,643,5582,979,517
LONG-TERM LIABILITIES:
Revolving credit borrowings———
Long-term debt and financing lease obligations1,906,3481,905,2991,484,707
Long-term operating lease liabilities5,085,9844,836,4352,619,090
Deferred income taxes287,872203,92040,535
Other long-term liabilities310,271282,167211,836
Total long-term liabilities7,590,4757,227,8214,356,168
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock656653556
Class B common stock236236236
Additional paid-in capital3,664,8393,724,8361,502,184
Retained earnings7,238,5066,827,9006,843,448
Accumulated other comprehensive (loss) income(5,996)17,813(426)
Treasury stock, at cost(5,172,519)(5,031,318)(4,990,912)
Total stockholders' equity5,725,7225,540,1203,355,086
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$18,245,422$17,411,499$10,690,771

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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
SharesDollarsSharesDollarsCapitalEarningsIncome (Loss)StockTotal
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
Exercise of stock options98710——398———408
Restricted stock vested13————————
Minimum tax withholding requirements(446)(4)——(94,892)———(94,896)
Net income—————315,461——315,461
Stock-based compensation————23,993———23,993
Hedge contracts, net of taxes of $322——————(1,024)—(1,024)
Pension and postretirement adjustments, net of taxes of $(7)——————16—16
Foreign currency translation adjustments, net of taxes of $138——————(9,564)—(9,564)
Cash dividend declared, $1.25 per common share—————(112,916)——(112,916)
BALANCE, August 1, 202665,565$65623,571$236$3,664,839$7,238,506$(5,996)$(5,172,519)$5,725,722

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

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
Exercise of stock options51———908———908
Restricted stock vested13————————
Minimum tax withholding requirements(4)———(953)———(953)
Net income—————381,402——381,402
Stock-based compensation————18,768———18,768
Foreign current translation adjustments, net of taxes of $(1)——————4—4
Cash dividend declared, $1.2125 per common share—————(97,437)——(97,437)
BALANCE, August 2, 202555,611$55623,571$236$1,502,184$6,843,448$(426)$(4,990,912)$3,355,086

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

26 Weeks Ended
August 1,2026August 2,2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$635,283$645,690
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization313,351203,522
Amortization of deferred financing fees and debt discount3,0345,774
Deferred income taxes85,35689,832
Stock-based compensation53,85137,948
Other, net(5,508)(32,591)
Changes in assets and liabilities:
Accounts receivable13,359(11,670)
Inventories(662,488)(54,084)
Prepaid expenses and other assets(2,766)(17,185)
Accounts payable254,701(88,601)
Accrued expenses9,231(22,748)
Income taxes payable / receivable90,553(21,199)
Construction allowances provided by landlords129,26370,583
Deferred revenue and other liabilities(39,843)(20,016)
Operating lease assets and liabilities(85,103)(49,614)
Net cash provided by operating activities792,274735,641
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(743,470)(526,076)
Other investing activities(10,399)(122,794)
Net cash used in investing activities(753,869)(648,870)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of bridge facility financing fees—(7,863)
Payments on financing lease obligations(2,021)—
Proceeds from exercise of stock options7,598969
Minimum tax withholding requirements(121,436)(32,059)
Cash paid for treasury stock(141,208)(303,671)
Cash dividends paid to stockholders(224,750)(196,052)
Increase (decrease) in bank overdraft9,285(7,342)
Net cash used in financing activities(472,532)(546,018)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(5,363)329
NET DECREASE IN CASH AND CASH EQUIVALENTS(439,490)(458,918)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD1,353,2261,689,940
CASH AND CASH EQUIVALENTS, END OF PERIOD$913,736$1,231,022
Supplemental disclosure of cash flow information:
Accrued property and equipment$219,499$146,809
Cash paid for interest, net of capitalized amounts$30,814$22,430
Cash paid for income taxes$138,708$144,809

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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 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 and 26 weeks ended August 1, 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 and 26 weeks ended August 1, 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 first quarter of fiscal 2026, of which $150.0 million was recorded within selling, general and administrative expense on the Consolidated Statements 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, 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 applied a gain contingency model in accordance with Accounting Standards Codification (“ASC”) 450-30,“Gain Contingencies”to account for 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. During the 13 weeks ended August 1, 2026, the Company received $59.0 million in IEEPA tariff refunds and $2.1 million in related interest income. The tariff refunds were recorded as a reduction to cost of goods sold and the interest income was recorded within other income on the Consolidated Statements of Income.

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 receivable147,098
Income taxes receivable52,344
Inventories1,718,069
Prepaid expenses and other current assets191,400
Property and equipment709,017
Operating lease assets1,876,206
Intangible assets710,000
Goodwill599,846
Deferred income tax assets75,663
Other assets138,428
Accounts payable(590,654)
Accrued expenses(495,462)
Current operating lease liabilities(443,533)
Deferred revenue and other liabilities(114,271)
Long-term debt and financing lease obligations(420,760)
Long-term operating lease liabilities(1,876,709)
Deferred income tax liabilities(177,113)
Other long-term liabilities(71,789)
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 26 weeks ended August 1, 2026, adjustments to the preliminary purchase price allocation resulted in a $19.0 million net decrease in goodwill primarily related to the settlement of interchange fees, changes in other estimated litigation contingencies, refinement of the fair value of long-lived assets and income tax-related adjustments. The adjustments made during the 13 and 26 weeks ended August 1, 2026 did not result in a significant impact to the Consolidated Statements of Income. The most significant area of acquisition accounting not considered final is litigation contingencies, 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 $52.6 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—(18,994)(18,994)
Currency translation—(8,034)(8,034)
Balance as of August 1, 2026$245,857$591,162$837,019
ContentsView on SEC.gov

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