{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-034244","form_type":"8-K","ticker":"DKS","cik":"0001089063","company_name":"DICK'S SPORTING GOODS, INC.","filed_at":"2025-09-08T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.309260+00:00","generated_at":"2026-05-17T07:29:01.030422+00:00","sec_items":["2.01","7.01","9.01","1.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"DICK'S Sporting Goods completes Foot Locker acquisition; expects $100-125M synergies","bullets":["Merger consideration: $24 cash or 0.1168 DKS shares per Foot Locker share; 85.8% elected stock consideration.","DICK'S now operates over 3,200 stores in 20 countries, combining Foot Locker brands including Foot Locker, Champs Sports, WSS, and atmos.","Transaction expected to deliver $100-125M in cost synergies in medium term and be accretive to EPS in FY2026 (excl. one-time costs).","Ed Stack to lead global Foot Locker; Ann Freeman (ex-Nike) appointed President of Foot Locker North America.","Total consideration: ~9.58M DKS shares and $223M cash funded from balance sheet."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-034244","json":"https://secwatch.observer/filing/0001140361-25-034244.json","markdown":"https://secwatch.observer/filing/0001140361-25-034244.md","text":"https://secwatch.observer/filing/0001140361-25-034244.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/ef20055283_form8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T07:29:01.030422+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3d7b006769c35ce0e0da390528313e5449bf5b1f","claim":"DICK'S SPORTING GOODS, INC. completed an acquisition involving Foot Locker, Inc. for $24.00 per share in cash or 0.1168 shares of DICK’S Sporting Goods common stock per share of Foot Locker common stock (closed 2025-09-08).","evidence_excerpt":"or indirect subsidiaries of Foot Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked or deemed revoked (or if no election was validly made) (the “Cash","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant\nto the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately\n$6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate\nconsideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at\nclosing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share\n(the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001079973-26-000713","ticker":"NNUP","company_name":"NOCOPI TECHNOLOGIES INC/MD/","filed_at":"2026-05-21T11:05:14+00:00","headline":"Nocopi acquires Polymeric assets for $2.65M; appoints Gregory Babe as Executive Director of Operations","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-26-000713","json":"https://secwatch.observer/filing/0001079973-26-000713.json","markdown":"https://secwatch.observer/filing/0001079973-26-000713.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/0001079973-26-000713-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/nnup_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"contemplated thereby (the “ Closing ”) occurred simultaneously on May 18, 2026 (the\n“ Closing Date ”). Pursuant to the Asset Purchase Agreement, the aggregate\nconsideration was $2,650,000 (the “ Purchase Price ”), which consisted of (a) $1,900,000 in cash (the “ Cash\nConsideration ”), subject to customary working capital adjustments and other reductions described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/888981/000107997326000713/0001079973-26-000713-index.htm"}},{"accession":"0001767258-26-000043","ticker":"XPEL","company_name":"XPEL, Inc.","filed_at":"2026-05-20T12:45:10+00:00","headline":"XPEL invests ~$110M in San Antonio facility and China manufacturing; reaffirms 2028 margin targets","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001767258-26-000043","json":"https://secwatch.observer/filing/0001767258-26-000043.json","markdown":"https://secwatch.observer/filing/0001767258-26-000043.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1767258/000176725826000043/0001767258-26-000043-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1767258/000176725826000043/xpel-20260515.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"had previously assigned its rights under the real estate purchase agreement for the Properties to Harvest. The aggregate purchase price for the Properties was approximately $60,400,000. Building Loan In connection with the Acquisition, on May 15, 2026, Harvest entered into a loan agreement (the “Building Loan”) with PNC Bank, National Association (the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1767258/000176725826000043/0001767258-26-000043-index.htm"}},{"accession":"0001193125-26-229866","ticker":"MCW","company_name":"Mister Car Wash, Inc.","filed_at":"2026-05-19T14:08:25+00:00","headline":"Mister Car Wash completes $3.1B take-private by Leonard Green & Partners at $7.00/share","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.03","5.02","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-229866","json":"https://secwatch.observer/filing/0001193125-26-229866.json","markdown":"https://secwatch.observer/filing/0001193125-26-229866.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/d128344d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"or indirect subsidiaries of Foot\n Locker or DICK’S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked\n or deemed revoked (or if no election was validly made) (the “Cash","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1089063/000114036125034244/0001140361-25-034244-index.htm","comparable_excerpt":"Report on Form 8-K is incorporated by reference into this Item 1.01. In connection with the consummation of the Merger, on May 19, 2026, Borrower entered into Amendment No. 7 (the “ Amendment ”) to its existing Amended and Restated First Lien Credit Agreement, dated as of May 14, 2019, by and among Borrower, Hotshine IntermediateCo, Inc., the other","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1853513/000119312526229866/0001193125-26-229866-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}