Foot Locker acquired by DICK'S Sporting Goods; $24 cash or 0.1168 DKS per share

FOOT LOCKER, INC.

Merger completed September 8, 2025; Foot Locker now wholly owned subsidiary of DICK'S.
Shareholders could elect $24 cash or 0.1168 DKS shares per FL share; 85.8% elected stock.
Foot Locker Common Stock delisted from NYSE; company will file Form 15 to suspend SEC reporting.
All directors resigned; CEO Mary Dillon and other officers ceased employment at closing.
$600M revolving credit facility repaid and terminated; certain letters of credit assumed unsecured by DICK'S.

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Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FOOT LOCKER, INC.: Amended certificate of incorporation and amended and restated bylaws in connection with merger.

Change: bylaw amendment

Exact text from the filing

Pursuant to the Merger Agreement, at and effective as of the Effective Time, the certificate of incorporation of Foot Locker was amended as set forth in the certificate of merger filed in connection with the Merger (the “ Certificate of Merger ”) and the bylaws of Foot Locker were amended and restated in their entirety as set forth in the Merger Agreement (the “ Amended Bylaws ”).

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Source: SEC EDGAR

accession 0001104659-25-088056

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