The acquisition of Foot Locker, Inc. (FL) by DICK'S Sporting Goods, Inc. (DKS), for a closing value of $2.5 billion. Under the terms of the agreement, Foot Locker shareholders will elect to receive either $24.00 in cash or 0.1168 shares of DICK’S common stock for each share of Foot Locker common stock. The election is not subject to a minimum or maximum amount of cash or stock consideration. (Press Release)

Expected to close in the second half of 2025, for a closing value of $2.5 billion. Under the terms of the agreement, Foot Locker (FL) shareholders will elect to receive either $24.00 in cash or 0.1168 shares of DICK’S (DKS) common stock for each share of Foot Locker common stock. The election is not subject to a minimum or maximum amount of cash or stock consideration.

Press Release, Merger Agreement

Termination Fee:

Foot Locker to DICK'S Sporting Goods (Company Termination Fee): $59.5 million

DICK'S Sporting Goods to Foot Locker (Parent Termination Fee): $95.5 million

Outside Date: May 15, 2026 (might extend to August 15, 2026 or November 15, 2026)

Foot Locker, Inc. Investor Relations

DICK'S Sporting Goods, Inc. Investor Relations

Update(s):

June 6, 2025: DICK’S Sporting Goods (DKS) announced that for its acquisition of Foot Locker (FL), DICK’S has commenced an offer to eligible holders to exchange any and all outstanding 4% Senior Notes due 2029 issued by Foot Locker for up to $400 million aggregate principal amount of new 4% Senior Notes due 2029 issued by DICK’S. The Exchange Offer will expire on August 1, 2025.

June 23, 2025: DICK’S Sporting Goods (DKS) filed Form S-4 for the acquisition of Foot Locker (FL). The merger is expected to be completed in the second half of 2025. DICK’S Sporting Goods and Foot Locker submitted the requisite notification and report forms under the HSR Act on June 23, 2025.

July 8, 2025: DICK’S Sporting Goods (DKS) filed Form S-4 for the acquisition of Foot Locker (FL). The special meeting of shareholders will be held on August 22, 2025. The companies expect the merger to be completed during the second half of 2025.

July 11, 2025: Foot Locker (FL) filed a definitive proxy statement. The merger is expected to be completed during the second half of 2025.

July 24, 2025: Foot Locker (FL) announced that on July 23, 2025, DICK’S Sporting Goods (DKS) voluntarily withdrew its pre-merger Notification and Report Form filed under the HSR Act, to provide the Federal Trade Commission (FTC) with additional time to review the merger. DICK’S Sporting Goods plans to resubmit its HSR Act Notification and Report Form on July 25, 2025, commencing a new 30-day waiting period under the HSR Act. The companies continue to expect to consummate the merger in the second half of 2025.

August 4, 2025: DICK'S Sporting Goods (DKS) announced the extension of the Expiration Date for the offer for eligible holders to exchange any and all of Foot Locker's (FL) 4% Senior Notes due 2029. The deadline for eligible holders to tender Foot Locker Notes is being extended to August 29, 2025, from August 1, 2025.

August 6, 2025: CNBC reported that Sen. Elizabeth Warren is calling on the FTC and DOJ to consider blocking Dick’s Sporting Goods’ (DKS) acquisition of Foot Locker (FL), writing in a letter to the agencies that the merger could cut jobs, raise prices and reduce competition. The missive, sent Tuesday evening, asks the agencies to “closely scrutinize” the $2.4 billion merger and “block the deal” if they determine it violates antitrust laws. Warren, D-Mass., argues in the letter that the tie-up could create a duopoly in sneakers and other athletic shoes between the combined companies and its next largest competitor, JD Sports.