DICK'S SPORTING GOODS, INC. (DKS) Business

ITEM 1.  BUSINESS

General

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. Our banners include DICK’S Sporting Goods, 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, plus 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.

We were founded in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. when Richard “Dick” Stack, the father of Edward W. Stack, our Executive Chairman, opened his original bait and tackle store in Binghamton, New York. Edward W. Stack joined his father's business full-time in 1977 and in 1984 became President and Chief Executive Officer of the then two-store chain. In April 1999 we changed our name to DICK’S Sporting Goods, Inc.

In fiscal 2025, the Company acquired Foot Locker, a leading footwear and apparel retailer, and now has two reportable segments: DICK’S and Foot Locker. When we refer to the “DICK’S Business” in this Annual Report on Form 10-K, we are describing our existing DICK’S Sporting Goods operations, encompassing the DICK’S Sporting Goods, Golf Galaxy, Going Going Gone! and Public Lands banners, as well as GameChanger. Our employees are referred to as “teammates” and our customers are referred to as “athletes” for the DICK’S Business. When we refer to the “Foot Locker Business” we are describing our newly acquired operations, including the Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos banners serving customers referred to as “sneakerheads” or “sneaker enthusiasts.” Foot Locker retail employees are often referred to as “stripers”, or “blue shirts” in the context of the Champs Sports banner, and for all other employees, “teammates.” For purposes of this Annual Report on Form 10-K, we use the general terms “customers” and “employees” when describing the consolidated organization. For additional information attributable to our reportable segments, refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 17 – Segment Reporting.

Our executive office is located at 345 Court Street, Coraopolis, Pennsylvania 15108 and our phone number is (724) 273-3400. Our website is located at www.dicks.com. The information on our website does not constitute a part of this Annual Report on Form 10-K. We include on the investor relations portion of our website (www.investors.dicks.com), free of charge, copies of our Annual and Quarterly Reports on Forms 10-K and 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after their submission.

When used in this Annual Report on Form 10-K, unless the context otherwise requires or unless otherwise specified, any reference to “year” is to the Company’s fiscal year, which ends on the Saturday closest to the end of January each year.

Business Strategy

Since 1948, DICK’S has believed that sports have the power to change lives, and we are committed to bringing this belief to life through our strategic pillars of athlete experience, differentiated product, brand engagement, and most importantly, our teammates. With this belief as our foundation, our common purpose is to create confidence and excitement by inspiring, supporting, and personally equipping all athletes to achieve their dreams. Driven by this common purpose and our commitment to all athletes, our mission is to:

•Create an inclusive environment where all teammates can thrive;

•Create and build leading brands that serve and inspire athletes;

•Make a lasting impact on communities through sport; and

•Deliver shareholder value through growth and relentless improvement.

We believe that through pursuit of this mission and commitment to our four key strategic pillars in our DICK’S Business we can be the best sports company in the world.

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Repositioning Our Real Estate and Store Portfolio

We believe that our emphasis on an omni-channel athlete experience is fundamental to our growth and success in our DICK’S Business. We provide a wide range of in-store support services and have incorporated experiential in-store elements, powered by technology, to provide an elevated experience for our athletes. Experiential in-store elements such as HitTrax® batting cages, Trackman® golf simulators and our premium full-service footwear decks inspire confidence in our athletes and reinforce the power of our teammates’ expertise. We also provide our athletes with a compelling visual presentation of our differentiated assortment through these premium full-service footwear decks, along with our branded shops, House of Cleats footwear presentation and elevated soccer shops to enhance their experience.

We continue to innovate our omni-channel athlete experience and grow our business through new store prototypes, while incorporating key learnings into the rest of our chain. Our DICK’S House of Sport stores provide highly experiential destinations for our athletes. These innovative formats are built around experience, service, community and product and drive strong engagement with our athletes, key brand partners and landlords, which we believe sets us apart as a clear market leader within the sporting goods industry. Additionally, we are incorporating House of Sport learnings into our most typical 50,000 square foot DICK’S store, which we are calling our DICK’S Field House concept and we launched our redesigned Golf Galaxy Performance Center in 2021, which are equipped with Trackman® golf technology and include an elevated staffing and service model to ensure our teammates become trusted advisors to golf enthusiasts of all levels.

At the heart of our elevated omni-channel athlete experience is our ongoing work to reposition our store portfolio through DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center. We opened 16 new DICK’S House of Sport locations during 2025, with 35 locations at the end of the year and plan to open approximately 14 locations in 2026. In addition, we plan to begin construction on approximately 18 DICK’S House of Sport locations that are expected to open in 2027. We opened 15 new DICK’S Field House store locations in 2025, ending the year with a total of 42 locations and plan to open approximately 22 locations in 2026. We have opened 33 Golf Galaxy Performance Centers to date, and we plan to open approximately 15 in 2026. We remain confident in the long-term potential of these concepts and the growth they will drive for the DICK’S Business.

Deepening Brand Relationships and Differentiated Product

We carry a full range of products within each category, including premium items for the sports enthusiast. We believe our compelling industry-leading product assortment in each sporting goods category offers our athletes a wide range of good, better and best price points and enables us to address the needs of our athletes, from beginner to sports enthusiast, which distinguishes us from other large format sporting goods stores. We focus on those growth categories in which we believe an opportunity to gain market share exists. We support these growth categories with greater quantities of enthusiast product and improved presentation and in-stock positions.

We believe that most athletes are looking for a multi-brand experience, which we offer through our powerful relationships we have with industry leading national brands, the energy from new and emerging national brands and our vertical brand assortment.

National brands

We carry a wide variety of well-known brands, including but not limited to adidas, Asics, Birkenstock, Brooks, Callaway Golf, Carhartt, Columbia, Easton/Rawlings, Hoka, Jordan, New Balance, Nike, On, Patagonia, Peloton, PING, Stanley, TaylorMade, The North Face, Timberland, Titleist, Ugg, Under Armour, Wilson and Yeti. We believe our ability to showcase an entire brand portfolio is valued by our strategic partners, and our relationships with key brands provide access to wider, deeper and exclusive product offerings that provide authenticity and credibility to our athletes and that further differentiate us from our competitors.

Vertical brands

Our vertical brands include brands that we own across hardlines and softlines and are available exclusively in our stores and online such as Alpine Design, CALIA, DSG, ETHOS, Fitness Gear, MAXFLI, Nishiki, Quest, Tommy Armour, Top-Flite, VRST and Walter Hagen, as well as brands that we license from third parties including adidas (football), Cobra (golf), Marucci (baseball) and Lotto (soccer and pickleball). These brands offer high-quality, on-trend products to our athletes with compelling technical and performance attributes, while providing differentiation in our merchandise assortment at higher gross margins as compared to sales of similar products from national brands. Within the DICK’S Business, our vertical brands are the second largest vendor, representing $1.8 billion, or approximately 13%, of net sales in fiscal 2025. We consider our vertical brand strategy to be a key area of opportunity to increase productivity in our stores and online, and we have invested in research, development and procurement staff to support its growth.

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Driving Continued Growth in Key Categories

We are committed to driving continued growth across key categories, including footwear, apparel, team sports, golf and licensed merchandise. We are able to drive strong demand and excitement for our athletes in these key categories through our differentiated and on-trend product supported by our national brand partners, including new and emerging brands through our DICK’S House of Sport concept, and our vertical brands which continue to be a strategic part of our overall offerings for our athletes. In addition to opportunities we have through key brands, our strategic investments in merchandise presentation have also helped drive sustained sales growth in certain key categories for our business. For example, over the past decade we have transformed our DICK’S Business footwear experience through premium, full-service footwear decks, which are now in approximately 90% of our DICK’S store locations. We also offer our House of Cleats, an enhanced footwear presentation that includes an elevated selection of soccer, baseball, football and other sports cleats. As these enhancements enable us to better service and appeal to our athletes, we believe that key brands recognize our ability to showcase their product and have provided us with access to a strong pipeline of product. We plan to continue to make strategic investments in marketing with a dedicated focus on our key categories across our omni-channel platform to drive continued success in these categories.

Leveraging a Powerful Omni-channel Model and Accelerating Our eCommerce Channel

We believe that when our athletes connect with the DICK’S brand, they expect a seamless shopping experience, regardless of the manner in which they choose to shop with us. Like our athletes, we view retail as an omni-channel experience that seamlessly integrates our stores and online channels. We aim to ensure our athletes have a consistent experience and find the right solutions, whether they’re using search reviews online, engaging with new digital tools in-store or on our mobile app, or working directly with our teammates, our priority is to ensure their experience is personalized and connected.

Our stores remain at the core of our omni-channel platform. We believe our store base gives us a competitive advantage over our online-only competitors, as our physical presence allows us to better serve our athletes by creating strong engagement through interactive in-store elements, offering the convenience of accepting in-store returns or exchanges and expediting fulfillment of eCommerce orders, the ability to place online orders in our stores if we are out of stock in the retail store, one-hour in-store or curbside pickup, curbside returns, and same-day delivery capabilities with Instacart or DoorDash, all while offering direct, live access to well-trained and knowledgeable teammates. In fiscal 2025 for the DICK’S Business, over 80% of online sales were fulfilled directly by our stores, which serve as localized points of distribution, and they enabled over 90% of our total sales through online fulfillment and in-person sales.

We are focused on building an enhanced service model across all of our stores and eCommerce platforms. We continue to improve our service and selling culture, with an emphasis on engaging and inspiring our athletes. We provide our teammates with robust training to increase knowledge about our products, which builds confidence for our athletes through the power of our opinion and expertise. We also equip our teammates with technology to help them personalize product recommendations as well as RFID technology to efficiently fulfill online orders and provide real-time product information to our athletes.

We have a strong digital presence that drives engagement through our eCommerce sites and mobile apps. We continually improve the performance and features of our digital platforms, which has included a faster and more convenient checkout process with new payment options, greater visibility and accuracy of delivery dates and improved page responsiveness, enhanced integration of our ScoreCard loyalty program, new content development through our Pro Tips platform, localized website experiences and product launch reservations. Additionally, we continue to leverage our omni-channel platform, fulfillment centers and our delivery partnership with FedEx, which have enabled us to provide our athletes with faster delivery times.

We plan to continue investing in our omni-channel platform to best serve the athlete whenever, wherever and however they want, including technology investments to increase speed and convenience for our athletes and marketing to drive greater consideration of our digital channels.

Leading Youth Sports Technology

In addition to evolving the athlete experience within retail, we believe we have the first and best place to experience youth sports with GameChanger, a premier live streaming, scoring and statistics mobile app for youth sports that is offered through a software-as-a-service platform on a subscription basis. GameChanger is a key part of our digital strategy and provides a platform to engage with our athletes in new ways with approximately 10 million unique active users on the GameChanger app and generated nearly $150 million in revenue during fiscal 2025. In February 2026, GameChanger launched a significant upgrade which introduced new features, high-definition live streaming, post-game highlight reels, and a powerful suite of smarter coaching tools to better support families, coaches and communities stay connected. With these enhanced features and the foundational strength of the platform, we expect continued strong revenue growth for GameChanger in 2026.

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Capitalizing on Our Powerful Athlete Database

We have an expansive dataset of approximately 30 million athletes who participate as members of our ScoreCard Rewards loyalty program, which accounts for over 75% of total sales for the DICK’S Business. Approximately 8 million of the athletes in our loyalty program are part of our ScoreCard Gold tier, which provides our top-tier athletes with more ways to earn ScoreCard points and member-only benefits, including early access to sale and product launches. These ScoreCard Gold members account for over 50% of total sales for the DICK’S Business.

In addition to focused marketing around key categories and major sports moments, we leverage the robust database from our ScoreCard loyalty program to enhance the athlete experience by engaging our athletes through digital marketing and providing personalized offers and communications to deepen our relationship with the athletes we serve. We also use data science to improve the speed at which we deliver products to our athletes through optimized order routing and to enhance our in-stock and merchandise availability positions. With this growing database as a foundation, we also introduced our DICK’S Media Network, to further serve our athletes and leverage our industry-leading first-party data by allowing brands to reach our athletes through various channels such as in-store and online displays, video, digital athlete reaches through social media, email and on/off-site searches, and through our GameChanger app. We believe DICK’S Media Network is a long-term opportunity where brands will benefit through advertising, while providing athletes with relevant and real-time brand content and offerings.

Culture and Common Purpose

As stated in our mission, we strive to create an environment where passionate and skilled teammates thrive. We believe our teammates’ dedication to creating a positive experience for our athletes is part of what drives our success as a company, and we are committed to creating a great place to work for our teammates through competitive wages and benefits, promoting teammate safety, health and well-being, and providing learning and career development opportunities for all teammates.

Acquisition of Foot Locker

On September 8, 2025, we completed the acquisition of Foot Locker, a leading footwear and apparel retailer, pursuant to a definitive merger agreement dated May 15, 2025 (the “Merger Agreement”). The acquisition of Foot Locker is a transformative step towards creating a global platform that serves a broader consumer base through differentiated iconic concepts and robust digital experiences, which we believe will deepen our brand partnerships as a combined company in a way that will redefine sports retail. Foot Locker has a strong history of sneaker authority and culture, serving sneakerheads through a portfolio of banners including Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 2 – Acquisition of Foot Locker of this Annual Report on Form 10-K for additional information about the acquisition.

Following the closing date, we have assembled a new leadership team to lead the Foot Locker Business and undertook an eleven-store pilot program, referred to as the “Fast Break” initiative, which includes enhanced in-store presentation and a more focused assortment. In early 2026, we expanded this pilot to an additional ten stores. More immediately, we have initiated a review of the business to identify underperforming assets across the inventory assortment and store portfolio and during the fourth quarter of fiscal 2025, we took actions to optimize the inventory assortment. As a result, we believe the Foot Locker inventory is well-positioned entering fiscal 2026. In addition to inventory optimization, we are also evaluating the store portfolio of the Foot Locker Business to assess performance and profitability across the various banners. We expect these actions and other merger and integration costs to result in pre-tax charges of $500 million to $750 million, of which $390 million was incurred in fiscal 2025. Additionally, we expect the acquisition to deliver between $100 million to $125 million in cost synergies in the medium-term, to be primarily achieved through procurement and direct sourcing efficiencies.

Through the support of our key vendor partners, the newly established leadership team and the strong engagement and commitment of the Foot Locker teammates, stripers and blue shirts, our excitement and our conviction in the long-term opportunity continue to grow. At DICK’S, we’ve built an industry-leading business by focusing on product, performance, innovation and customer loyalty, with a long-term view on the business. We’re applying the same playbook to the Foot Locker Business and making choices that we believe will create the most long-term value for our shareholders. We expect the back‑to‑school season in 2026 to represent an operational inflection point as new assortments, improved processes and strategic initiatives are implemented.

Selling Channels

We offer products to our customers through our retail stores and online, and although we sell through both of these channels, we believe that sales in one channel are not independent of the other. Regardless of the sales channel, we seek to provide our customers with a seamless omni-channel shopping experience.

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Retail Stores

DICK’S Business

Our DICK’S Sporting Goods and Golf Galaxy stores are designed to create an exciting and interactive shopping environment for the sporting enthusiast that highlights our extensive product assortments and value-added services. Each of our DICK’S Sporting Goods stores unites several sports specialty stores under one roof and typically contains the following specialty shops: Team Sports, Athletic Apparel, Outdoor, Golf, Fitness and Footwear. We believe our “store-within-a-store” concept creates a unique shopping environment by combining the convenience, broad assortment and competitive prices of large format stores with the brand names, differentiated product selection and customer service of a specialty store. We monitor and evaluate store performance on an ongoing basis and reallocate space in our stores to categories and products that we believe can drive sales growth. In addition, we operate Going Going Gone! stores, through which we are able to improve our clearance optimization through the consolidation of clearance inventory for omni-channel selling opportunities to better serve our value athletes.

Historically, we have opportunistically opened new stores in under-penetrated markets to expand our presence and believe that growing our store network and eCommerce business simultaneously will enable us to profitably grow the business by delivering an omni-channel shopping experience for our customers. More recently, we have grown our square footage as we’ve started to reposition our store portfolio through DICK’S House of Sport stores, DICK’S Field House and Golf Galaxy Performance Center. Approximately three-quarters of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five years, which will provide us with the opportunity to relocate, close, or renegotiate lease terms for these stores.

Foot Locker Business

The Foot Locker Business consists of a portfolio of specialty athletic footwear and apparel banners, including Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos, that collectively serve a broad range of sneaker enthusiasts across domestic and international markets. Foot Locker and its other specialty banner locations offer curated assortments supported by trained store associates and integrated digital capabilities, which expand the Company’s retail presence and enhance its ability to inspire sneaker culture and meet consumer needs across a range of retail environments and shopping preferences. The Foot Locker Business also holds licensing agreements with unaffiliated third-party operators located in the Middle East, Europe and Asia and generates revenue through royalty income for the use of its trademarks, trade names and branding.

eCommerce

Through our websites and mobile apps, we seek to provide our customers with in-depth product information and the ability to shop with us at any time. We continue to innovate our eCommerce sites and applications with customer experience enhancements, new releases of our mobile and tablet apps, and the development of omni-channel capabilities that further integrate our online presence with our brick and mortar stores to provide our customers with an omni-channel shopping experience. Currently, we have return-to-store capabilities for online orders, the ability to place online orders in our stores if we are out of stock in the retail store, one-hour in-store or curbside pickup for the DICK’S Business or within two hours for the Foot Locker Business, and partner with third parties to offer same-day delivery via their mobile apps. Our websites also give us the ability to ship online orders from our retail locations, which reduces delivery times for online orders and improves inventory productivity and availability.

Merchandising and Purchasing

During fiscal 2025, we purchased merchandise from approximately 1,500 vendors, with Nike, our largest vendor, representing approximately 31% of our consolidated merchandise purchases within the DICK’S and Foot Locker Businesses. No other vendor represented 10% or more of our fiscal 2025 merchandise purchases. We do not have long-term purchase contracts with any of our vendors; all of our purchases from vendors are made on a short-term purchase order basis.

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The following table sets forth the approximate percentage of our consolidated sales attributable to the following categories for the fiscal years presented:

(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 our non-merchandise sales categories, including in-store services, shipping, GameChanger, retail media network and licensing revenues.

(4)Includes $3.1 billion of net sales for the Foot Locker Business since the acquisition date. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 2 – Acquisition of Foot Locker for additional information.

Additional information about our sales categories is included within Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 1 – Basis of Presentation and Summary of Significant Accounting Policies of this Annual Report on Form 10-K.

Distribution and Customer Fulfillment

We currently have 13 distribution centers including five regional distribution centers for the DICK’S Business and eight for the Foot Locker Business, which enable us to supply stores with merchandise. In 2024 we began construction on a new regional distribution center in Texas that we plan to open in 2026 for the DICK’S Business. In September 2025, Foot Locker opened a new leased distribution center in Haps, Netherlands, to support the Foot Locker European business following the closure of its previous European distribution center in Heijen, Netherlands. Additionally, we utilize various third-party logistics providers to support operations of the Foot Locker Business in Europe, Australia and Asia.

Vendors ship floor-ready merchandise to our distribution centers, where it is processed and allocated directly to our stores or stored temporarily. Our distribution centers are also responsible for consolidating damaged or defective merchandise from our stores that is being returned to vendors. We have contracted with common carriers to deliver merchandise from our distribution centers to our stores, which generally facilitates prompt and efficient distribution to our stores to enhance in-stocks, minimize freight costs and improve inventory turnover. During 2025, the DICK’S Business received over 90% of its merchandise through our distribution network; the remaining merchandise was shipped directly to our stores from our vendors.

We leverage our store and distribution center network, our dedicated eCommerce fulfillment center and direct shipping capabilities from our vendors to ensure merchandise delivery speed to our athletes and to minimize shipping costs.

Competition

The competition among retailers that sell sporting goods and athletic footwear and apparel is highly fragmented, intensely competitive and continually evolving. We compete within many retail formats, including large format sporting goods stores, traditional sporting goods stores, specialty stores, mass merchants and department stores, online retailers, and vendors selling directly to consumers through retail stores and online.

In our DICK’S Business, we seek to attract customers by offering a wide range of products that enable us to address the needs of all athletes, from beginner to enthusiast, and by utilizing distinctive merchandise presentation in stores to create a unique shopping environment. We differentiate ourselves from our competitors by showcasing our and key partners’ brands through brand shops and giving access to wider, deeper and exclusive product offerings that provide authenticity and credibility to our customers. We believe our store base gives us a competitive advantage over our online-only competitors, as our physical presence allows us to better serve our customers by creating strong engagement. We also offer superior service both in-store and via a seamless omni-channel experience which includes buy-online, pick-up in store, curbside pickup and return, and for our DICK’S Business, also offering same-day delivery capabilities with Instacart or DoorDash.

In our Foot Locker Business, we deliver exceptional customer service through our iconic stripers and transforming the shopping experience. Foot Locker’s dedication to self-expression and exceptional experiences for sneaker and basketball enthusiasts has cemented its leading role in sneaker culture.

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Seasonality

Our business is subject to seasonal influences, including the success of the holiday selling season and the impact of unseasonable weather conditions. Although our highest sales and operating income results have historically occurred in the second and fourth fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years. However, results for any quarter are not necessarily indicative of the results that may be achieved for the fiscal year.

Proprietary Rights

We have a number of service marks and trademarks registered with the United States Patent and Trademark Office, including various versions of the following: “Alpine Design”, “CALIA”, “DICK’S”, “DICK’S House of Sport”, “DICK’S Sporting Goods”, “DSG”, “ETHOS”, “Fitness Gear”, “GameChanger”, “Going Going Gone!”, “Golf Galaxy”, “The GolfWorks”, “MAXFLI”, “Monarch”, “Nishiki”, “Primed”, “Public Lands”, “Quest”, “ScoreCard”, “ScoreRewards”, “Tommy Armour”, “Top-Flite”, “VRST” and “Walter Hagen”. We also have a number of registered domain names, including “dickssportinggoods.com”, “dicks.com”, “golfgalaxy.com”, “publiclands.com”, “goinggoinggone.com”, “calia.com”, “vrst.com”, and “gamechanger.com”. Our service marks, trademarks and other intellectual property are subject to risks and uncertainties that are described within Item 1A. “Risk Factors”.

We have also entered into licensing agreements for brands that we do not own, which provide for exclusive and/or non-exclusive rights to use names such as “adidas” (football), “Cobra” (golf), “Lotto” (soccer and pickleball), and “Marucci” (baseball) for specified product categories or certain products and, in some cases, specified sales channels. These licenses are long-term business relationships and contain customary termination provisions at the option of the licensor including, in some cases, termination upon our failure to purchase or sell a minimum volume of products and may include early termination fees. Our licenses are also subject to general risks and uncertainties common to licensing arrangements that are described within Item 1A. “Risk Factors”.

Our portfolio also includes the Foot Locker banners: atmos, Champs Sports, Foot Locker, Kids Foot Locker and WSS. Foot Locker holds several U.S. trademark and service mark registrations and rights, including for “Champs Sports”, “FLX”, “Foot Locker”, “Kids Foot Locker”, “Stripers” and “WSS”. Its registered domain names include, but are not limited to, “footlocker.com”, “champssports.com”, “shopwss.com”, “kidsfootlocker.com” and “atmos-tokyo.com”. Our service marks, trademarks and other intellectual property are subject to risks and uncertainties that are described within Item 1A. “Risk Factors”.

Governmental Regulations

We must comply with various federal, state and local, and international regulations, including regulations relating to consumer products and consumer protection, advertising and marketing, labor and employment, data protection and privacy, intellectual property, the environment and tax. Maintaining our compliance with these various laws and regulations, and keeping abreast of changes to the legal and regulatory landscape present in our industry, may cause us to expend considerable resources. For additional information, refer to risk factors within Item 1A. “Risk Factors”.

Social Responsibility

In addition to our common purpose, we are focused on breaking down barriers and providing more access to sports throughout our local communities. We aim to empower our youth athletes to pursue their passions, experience the physical and mental health benefits of sports and have a brighter future. We sponsor thousands of teams in various sports and support the philanthropic efforts of our private corporate foundation, The DICK’S Sporting Goods Foundation. The DICK’S Sporting Goods Foundation maintains three focus areas which include our Sports Matter initiative, education and our Public Lands Fund.

In partnership with The DICK’S Sporting Goods Foundation, in 2014 we launched our Sports Matter initiative, a philanthropic effort focused on supporting youth sports. Through Sports Matter, we remain committed to addressing the barriers of participation in youth sports, including accessibility of equipment, safe recreational space to play, league costs to maintain youth sports programs in local communities and family registration fees often required for youth sport participation. Since the establishment of the Sports Matter initiative, the Company and The DICK’S Sporting Goods Foundation have committed over $200 million to help give thousands of youth sports teams across all 50 states the chance to play. We also support The DICK’S Sporting Goods Foundation in expanding economic opportunities in local communities through programs established for the outdoors, such as the Public Lands Fund, which provides grants to local and national non-profit organizations that support public lands and seek to break down the barriers of access to outdoor experiences so everyone can enjoy the outdoors.

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At DICK’S, we are dedicated to supporting our teammates professionally and personally, as they are the core of our organization. In 2021, we established the Teammate Relief Fund, a public charity that provides financial support to teammates and their immediate families facing unexpected financial difficulty beyond their control. The Teammate Relief Fund is available to eligible DICK’S teammates and is funded in part by DICK’S Sporting Goods, teammate, corporate and other individual donations.

The Foot Locker Business also supports the Foot Locker Foundation, which is committed to serving young people and giving them the tools to forge a brighter future. The Foot Locker Foundation funds scholarship programs and partners with other non-profit organizations that share similar goals to develop youth in our communities. Additionally, the Foot Locker Foundation also funds grants to community-based organizations that reach youth and provide enrichment through programs that build academic, social-emotional, cultural, and life skills.

Human Capital Management

As of January 31, 2026, we employed approximately 31,600 full-time and 73,600 part-time employees, which includes 45,400 who joined our Company as part of the Foot Locker acquisition. Of the total employees for the Foot Locker Business, 34,300 are based in North America and 11,100 internationally throughout Europe, Asia, and Australia. Total employment figures fluctuate throughout the year and typically peak during the fourth quarter in alignment with the holiday selling season. While our employees for the DICK’S Business are not covered by a collective bargaining agreement, our relationship with certain employees for the Foot Locker Business are governed by foreign labor laws including, but not limited to, European works council requirements and union organization.

Because we are in the process of integrating Foot Locker, the following Human Capital Management disclosures represent the DICK’S Business and do not include Foot Locker teammates.

Wages and Benefits

In addition to offering our teammates competitive salaries and wages, we offer comprehensive health and retirement benefits to eligible teammates, which typically include all full-time hourly and salaried teammates. Our benefits include, but are not limited to, medical, dental, vision, disability and life insurance, flexible paid time off programs covering parental, caregiver and family leave, hybrid work arrangements and a company-matched retirement savings 401(k) plan that vests immediately and is open for all teammates.

We are committed to equal pay for equal work independent of gender and race when establishing and maintaining wages. With respect to the DICK’S Business, we achieved 100% female-to-male unadjusted median pay ratio in 2021 and have maintained that ratio through 2025.

Safety, Health and Well-Being

We are committed to ensuring the safety, health and well-being of our teammates. We have robust policies, procedures and training in place to maintain a safe environment across our organization, including a comprehensive crisis management plan that allows us to respond immediately to critical incidents involving people, company assets, our business or our reputation. We provide a range of supportive programs for teammates and the family members in their household to help them sustain and improve their professional and personal lives. This includes an employee and family assistance program, as well as a concierge service that links them to complimentary mental, behavioral health, and community-based resources. At DICK’S corporate headquarters, which we refer to as our Customer Support Center (“CSC”), we offer an onsite health and fitness center, onsite behavioral health therapist, onsite health program navigator and a childcare facility. We also provide benefits to promote resilience and work-life balance to each full-time teammate, including three paid personal days annually, a birthday holiday, and “One Simple Thing”, which is an opportunity for teammates to take time each week to pick, commit and do one thing to improve their work-life balance. In addition, DICK’S actively promotes community volunteer opportunities and the Teammate Relief Fund offers further assistance to teammates facing hardship.

Learning and Development

We empower our teammates to grow and develop, and equip our leaders to support their career journeys by providing the tools needed to help everyone reach their professional goals. We provide various rotational development programs across the enterprise to develop leadership pipelines. In addition, teammates have access to a robust catalogue of live, in-person, virtual and on-demand learning experiences across the organization based on job role and function; including targeted onboarding experiences, safety and compliance, leadership development, and technical or functional learning. We also provide tuition reimbursement for eligible teammates to pursue a job-related degree at an accredited college or university and we offer a part-time MBA program online in partnership with a local university.

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Inclusion

We are committed to creating a workplace environment and culture that supports, celebrates and honors each individual and to promoting inclusion for all teammates. Doing so strengthens our ability to serve our athletes, drives innovation and growth, and enables us to attract and retain the best talent. We encourage open dialogue and treating each other with respect, and teammates with shared interests often come together to discuss shared experiences, offer mentorship, connect to business initiatives and communicate with senior management.

Information About Our Executive Officers

The following table and accompanying narrative sets forth the name, age and business experience of our current Executive Officers as of March 15, 2026:

Edward W. Stack is our Executive Chairman. From 1984 to January 2021, Mr. Stack served as our Chairman and Chief Executive Officer taking over operation of the Company after his father and our founder, Richard “Dick” Stack, retired from our then two-store chain. Mr. Stack has served us full-time since 1977 in a variety of positions, including President, Store Manager and Merchandise Manager.

Lauren R. Hobart became our President and Chief Executive Officer effective February 1, 2021 and has served as our President since May 2017. Ms. Hobart was appointed to the Company’s Board of Directors in January 2018. Ms. Hobart joined DICK’S Sporting Goods in February 2011 as our Senior Vice President and Chief Marketing Officer. In September 2015, Ms. Hobart was promoted to Executive Vice President and Chief Marketing Officer and in April 2017 to Executive Vice President - Chief Customer & Digital Officer. Prior to joining DICK’S Sporting Goods, Ms. Hobart spent 14 years with PepsiCo, Inc., most recently serving as Chief Marketing Officer for its carbonated soft drink portfolio in the United States. During her career at PepsiCo, Ms. Hobart held several other significant marketing roles and also spent several years in strategic planning and finance. Prior to joining PepsiCo, Ms. Hobart worked in commercial banking for JP Morgan Chase and Wells Fargo Bank. In March 2023, Ms. Hobart joined the Board of Directors of Marriott International, Inc. (NASDAQ: MAR). Ms. Hobart also served as a member of the Board of Directors of YUM! Brands, Inc. (NYSE: YUM) from 2020 - 2022 and served as a member of the Board of Directors of Sonic Corp. (NASDAQ: SONC) from 2014 - 2018.

Navdeep Gupta became our Executive Vice President - Chief Financial Officer effective October 1, 2021 and served as our Senior Vice President, Chief Accounting Officer from November 2017 through September 2021. Mr. Gupta is responsible for the Company’s finance, investor relations, accounting, procurement, construction, PAR (planning, allocation and replenishment) and pricing functions. He also oversees our Going Going Gone! and GameChanger businesses. Prior to joining the Company, Mr. Gupta most recently served as the Senior Vice President of Finance at Advance Auto Parts, Inc., where he held numerous leadership roles from 2006 to 2017, including Chief Audit Executive, Vice President of Finance and Treasurer, and Director of Finance. Previously, Mr. Gupta held management roles at Sprint Nextel Corporation (now part of T-Mobile US, Inc.), and he served as a lieutenant in the Indian Navy. In May 2024, Mr. Gupta joined the Board of Directors of Lowe’s Companies, Inc. (NYSE: LOW).

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Julie Lodge-Jarrett became our Executive Vice President - Chief People, Purpose and Transformation Officer effective March 2025 and served as our Executive Vice President - Chief People and Purpose Officer from March 2024 through March 2025. Ms. Lodge-Jarrett joined DICK’S Sporting Goods in 2020 as Senior Vice President - Chief People and Purpose Officer and leads the overall talent and culture strategy for DICK’S, while also overseeing the organization’s philanthropy efforts through the DICK’S Foundation and Sports Matter Initiatives. Ms. Lodge-Jarrett is also responsible for strategy and transformation teams at DICK’S Sporting Goods, which drive organizational change and implement strategies to transform the business and drive growth. Prior to joining DICK’S Sporting Goods, Ms. Lodge-Jarrett spent more than 21 years at Ford Motor Company where she held roles that included Chief Talent Officer; Chief Learning Officer; and HR VP, Greater China.

Raymond A. Sliva became our Executive Vice President - Stores, in January 2023. Mr. Sliva is responsible for overseeing the Store organizations for DICK’S Sporting Goods and House of Sport, as well as central operations, loss prevention, and Sales and Service. Prior to joining DICK’S Sporting Goods, Mr. Sliva spent 23 years at Best Buy Co., Inc., where he most recently served as Chief People Officer and was responsible for leading a broad range of employee engagement initiatives. During his tenure at Best Buy, Mr. Sliva held various leadership roles including President of Retail, Senior Vice President of Retail Operations, Senior Vice President/Territory Manager, District Manager, Customer Experience Director, General Manager and District Human Resources Manager.

Vlad Rak became our Executive Vice President - Chief Technology Officer in April 2020. Mr. Rak is responsible for the Company’s technology product management, design, data, analytics, engineering and foundational technology. Prior to joining DICK'S Sporting Goods, Mr. Rak served as Senior Vice President & Chief Technology Officer at Merck & Co., Inc. from 2019 to 2020. Prior to that, Mr. Rak served as Vice President, Enterprise Architecture, Innovation, Platforms & Portfolio at Nike, Inc. from 2016 to 2019. Previously, Mr. Rak also held senior technology leadership roles at The Walt Disney Company and Wyndham Worldwide Corp. (now Travel & Leisure Co.). In April 2022, Mr. Rak joined the Board of Directors of Mastech Digital Inc (NYSEAMERICAN: MHH).

Elizabeth H. Baran became our Senior Vice President - General Counsel and Corporate Secretary in January 2024. Ms. Baran joined DICK’S Sporting Goods in 2010 and has served in a variety of leadership roles throughout her tenure. She is responsible for leading the legal, compliance, risk, internal audit and sustainability functions. Prior to joining DICK’S, Ms. Baran was in private practice with Pepper Hamilton (now Troutman Pepper Locke) as a corporate, securities and M&A attorney where her clients included professional sports teams, international manufacturing companies, private equity groups and non-profits.

Ann Freeman became the President of Foot Locker North America in September 2025 once DICK’S Sporting Goods completed its acquisition of Foot Locker. Ms. Freeman is responsible for leading all Foot Locker North America’s retail banners, merchandising, marketing, digital, loyalty and eCommerce efforts. Prior to joining Foot Locker, Ms. Freeman began her career at Finish Line. She then joined Nike, where she spent 26 years in merchandising and global sales, eventually leading North America as the General Manager/Vice President for the Company, deepening her long-standing love of footwear.

Matthew Barnes became the President of Foot Locker International in December 2025. Mr. Barnes is responsible for all Foot Locker stores, eCommerce and digital businesses across Europe, Asia and Australia as well as the licensed store presence in Europe, the Middle East and Asia. Mr. Barnes began his career at Aldi as an Area Manager, and during his tenure, held a number of leadership positions including serving as Group CEO & Member of the International (Executive) Board of Aldi Sud. Before joining Foot Locker, Mr. Barnes held the role of UK CEO at Tesco. Mr. Barnes has over thirty years of leadership experience across the UK, Europe, the U.S., China and Australia.

Website and Social Media Disclosure

We use our website (www.dicks.com) and at times our corporate social media platforms including LinkedIn, Instagram, TikTok, Facebook and X as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Investor Email Alerts” section of our website at www.investors.dicks.com. The contents of our website and social media channels are not, however, a part of this Annual Report on Form 10-K.