DICK'S SPORTING GOODS, INC.

The Foot Locker reportable segment contributed net sales of $1.7 billion and $3.5 billion during the 13 and 26 weeks ended August 1, 2026, respectively, and segment loss of $31.9 million and $14.4 million during the 13 and 26 weeks ended August 1, 2026, respectively.

Unaudited proforma financial information

The following unaudited proforma combined financial information presents the combined results of the Company as if the Transaction had been completed on February 4, 2024. The unaudited proforma combined financial information is provided for informational purposes only and may not be indicative of the operating results that would have occurred if the Transaction had occurred on February 4, 2024, nor is it indicative of the future results of the Company following the Transaction.

The unaudited proforma information for the periods presented includes the following accounting impacts resulting from the Transaction: (i) compensation expense for the fair value of the replacement equity awards; (ii) depreciation expense on property and equipment; (iii) lease expense, including favorable/unfavorable market terms, for acquired leases; (iv) interest expense for the senior notes due 2029; and (v) the elimination of the goodwill impairment charge of $110 million recorded in Foot Locker’s condensed consolidated statement of operations during the first quarter of fiscal 2025. The unaudited proforma financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies, or cost savings that may result from the integration costs that may be incurred.

Weighted average common shares outstanding in the calculation of basic and diluted earnings per share for the period presented was adjusted to include the dilutive effect of 9.6 million shares of DICK’S Sporting Goods common stock issued as consideration for the Transaction.

Organizational Alignment

On March 23, 2026, the Company eliminated certain positions within the Foot Locker Business and is requiring other positions to relocate to Foot Locker’s headquarters in New York City. These actions are intended to better align the organizational design and spending in support of the Company’s go-forward vision for the Foot Locker segment and are expected to result in approximately $50 to $55 million of charges, which are included within the expectation of up to $750 million of total acquisition-related charges. During the 13 and 26 weeks ended August 1, 2026, the Company recorded charges of $6.5 million and $44.9 million, respectively, within merger and integration costs on the Consolidated Statements of Income, of which $19.8 million was reflected within accrued expenses on the Company’s Consolidated Balance Sheet as of August 1, 2026 and are expected to be paid over the next twelve months.

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3. Earnings Per Common Share

Basic earnings per common share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed based on the weighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares, which include stock-based awards, such as stock options and restricted stock.

Dilutive potential common shares for the Company’s stock-based awards are determined using the treasury stock method and are excluded from the computation of earnings per share if their effect is anti-dilutive.

The computations for basic and diluted earnings per common share were as follows for the periods presented(in thousands, except per share data):

Weighted average common shares outstanding for the 13 and 26 weeks ended August 1, 2026 include the dilutive effect of 9.6 million shares of the Company’s common stock and replacement equity awards issued in connection with the Foot Locker acquisition on September 8, 2025. Refer to Note 2 – Acquisition of Foot Locker for additional information.

4. Fair Value Measurements

ASC 820,“Fair Value Measurement and Disclosures,” outlines a valuation framework and creates a fair value hierarchy for assets and liabilities as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Recurring

The Company records deferred compensation plan assets held in trust at fair value on a recurring basis using Level 1 inputs within other long-term assets on the Consolidated Balance Sheets. Such assets consist of investments in various mutual and money market funds made by eligible individuals as part of the Company’s deferred compensation plans. The liability for compensation deferred under the Company’s plans is included within other long-term liabilities on the Consolidated Balance Sheets.

The Company’s derivative financial instruments are valued using market-based inputs to valuation models. These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility and therefore are classified as Level 2 instruments. The cross-currency swap contract and available-for-sale security are included within other long-term assets on the Consolidated Balance Sheets. Foreign exchange forward contracts are included within prepaid expenses and other current assets and accrued expenses on the Consolidated Balance Sheets.

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Assets and liabilities measured at fair value on a recurring basis for the following periods are set forth in the table below (in thousands):

Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at August 1, 2026, January 31, 2026 and August 2, 2025.

Nonrecurring

Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis include property and equipment, operating lease assets, goodwill and other intangible assets, equity and certain other assets. These assets are required to be assessed for impairment when events or circumstances indicate that the carrying value may not be recoverable, and at least annually for goodwill and indefinite-lived intangible assets. If an impairment is required, the asset is adjusted to fair value using Level 3 inputs.

During the 26 weeks ended August 2, 2025, the Company purchased $119.5 million of investments. These investments consisted of $69.5 million of Foot Locker equity securities purchased prior to the acquisition and $50.0 million for an equity method investment. The fair value of the Foot Locker securities owned by the Company as of August 2, 2025 was $105.3 million. The Company recorded non-cash gains of $49.7 million and $35.9 million during the 13 and 26 weeks ended August 2, 2025, respectively, related to these equity securities within other income on the Consolidated Statements of Income, resulting from net changes in Foot Locker’s underlying stock price during the respective periods. The equity method investment is included within other long-term assets on the Consolidated Balance Sheets.

Long-term Debt

The Company discloses the fair value of its senior notes due 2029, 2032 and 2052 using Level 2 inputs, which are based on quoted prices for similar or identical instruments in inactive markets, as follows(in thousands):

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5. Operating Leases

The Company leases substantially all of its stores, administrative offices for the Foot Locker segment, nine of its distribution centers including three for the DICK’S Sporting Goods segment andsix for the Foot Locker segment, and certain equipment under non-cancellable operating leases that expire at various dates through 2044. The Company’s DICK’S stores generally have initial lease terms of 10 to 15 years and contain multiple five-year renewal options and rent escalation provisions. The Company’s Foot Locker stores typically have initial lease terms that range from 5 to 10 years, generally contain rent escalation provisions and some of these store leases contain renewal options with varying terms and conditions. These lease agreements provide primarily for the payment of minimum annual rentals, costs of utilities, property taxes, maintenance, common areas and insurance.

Supplemental cash flow information related to operating leases for the 26 weeks ended August 1, 2026 and August 2, 2025 were as follows (in thousands):

During the first quarter of 2026, the Company terminated a lease agreement atone of its store locations that resulted in a gain of $24.5 million, which was recognized within selling, general and administrative expense on the Consolidated Statements of Income.

6. Revenue

The following table disaggregates the amount of net sales attributable to hardlines, apparel and footwear for the following fiscal periods(in millions):

(1)Includes athletic shoes for running, walking, tennis, fitness and cross training, basketball and hiking. In addition, this category also includes specialty footwear, including casual footwear and a complete line of cleats for team sports.

(2)Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear.

(3)Includes the Company’s non-merchandise sales categories, including in-store services, shipping, GameChanger, retail media network and licensing revenues.

(4)Includes net sales during the 13 and 26 weeks ended August 1, 2026 of $1.7 billion and $3.5 billion, respectively, for the Foot Locker segment, which is primarily concentrated within the footwear category.

The following table disaggregates net sales by geographic location for the following fiscal periods(in millions):

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7. Segment Reporting

The Company is a leading global sports retailer offering an extensive assortment of authentic, high-quality, sports equipment, apparel, footwear and accessories through its retail stores and online, and was historically structured as a single reportable segment entity prior to the acquisition of Foot Locker in fiscal 2025. The acquisition of Foot Locker changed the organizational structure of the Company and resulted in a reassessment of reportable segments. As a result, the Company now hastwo reportable segments - DICK’S and Foot Locker. The Foot Locker reportable segment is the aggregate of the Foot Locker - North America and Foot Locker - International operating segments.

The Executive Chairman and the President & Chief Executive Officer together serve as the Chief Operating Decision Maker, or “CODM,” and they both assess the performance of and allocate resources to both reportable segments. In connection with the reorganization due to the Foot Locker acquisition, the measure of segment profit and loss utilized by the CODM changed from net income to segment profit as it is more reflective of the performance of thetwo reportable segments and is used by the CODM to decide how to reinvest profits across the reportable segments to strengthen a global platform that serves a broader set of athletes through differentiated iconic concepts and robust digital experiences, supported by brand partnerships as a combined company within the growing sports retail industry. Segment profit reflects income before income taxes, interest expense, unallocated corporate and other activities and other income. Assets by reportable segment are not currently utilized by the CODM to evaluate performance or allocate resources and thus are not disclosed.

Refer to the table below for significant expense categories and amounts for each reportable segment, and the reconciliation to income before taxes(in thousands):

(1)Occupancy costs include rent, common area maintenance charges, real estate and other asset-based taxes, general maintenance, utilities, depreciation and certain insurance expenses.

(2)Personnel expenses include wages, salaries, and other forms of compensation related to store and administrative employees within selling, general and administrative expenses.

(3)Cost of merchandise and services sold for the Foot Locker segment includes supply chain costs as part of the application of the retail-inventory method.

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(4)Includes expenses associated with advertising, bank card charges, pre-opening expenses, shipping expenses, costs to operate the Company’s internal eCommerce platforms, technology, other store expenses, certain foreign exchange transaction gains and losses, and expenses associated with operating the Company’s Customer Support Center or Foot Locker corporate headquarters. Additionally, other segment items include supply chain costs for the DICK’S segment, which are included in cost of merchandise and services sold for the Foot Locker segment.

(5)Corporate and other activities, which represent costs or income not specifically related to the recurring operations of the Company’s segments, are not included in segment profit or loss as they are not used by the Company to evaluate segment performance. For the 13 and 26 weeks ended August 1, 2026, corporate and other activities include IEEPA tariff refunds received attributable to tariff costs incurred in the prior year, partially offset by charges incurred to redesign the store operating model for the DICK'S segment. The current year-to-date period also includes income received, net of legal fees, for the settlement of credit and debit card interchange fee litigation and income received for the early lease termination of a store location. All periods presented include Foot Locker acquisition-related costs and the effects related to changes in the investment values of the Company’s deferred compensation plans, which is fully offset in other income.

(6)Includes interest income of $7.3 million and $8.7 million for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively, and $16.0 million and $21.2 million for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

The following table quantifies depreciation and amortization expense by reportable segment for the 13 and 26 weeks ended August 1, 2026 and August 2, 2025, respectively (in thousands):

The following table quantifies capital expenditures by reportable segment for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively(in thousands):

8. Subsequent Event

On August 24, 2026, the Company’s Board of Directors authorized and declared a quarterly cash dividend in the amount of $1.25 per share on the Company’s common stock and Class B common stock. The dividend is payable on September 25, 2026 to stockholders of record as of the close of business on September 11, 2026.