Announcement • Sep 08

DICK'S Sporting Goods, Inc. (NYSE:DKS) completed the acquisition of Foot Locker, Inc. (NYSE:FL) from a group of shareholders.

DICK'S Sporting Goods, Inc. (NYSE:DKS) agreed to acquire Foot Locker, Inc. (NYSE:FL) from a group of shareholders for $2.4 billion on May 15, 2025. As part of consideration Foot Locker shareholders will elect to receive either (i) $24.00 in cash or (ii) 0.1168 shares of DICK'S common stock for each share of Foot Locker common stock. DICK’S will acquire Foot Locker in a transaction that implies an equity value of approximately $2.4 billion and an enterprise value of approximately $2.5 billion. DICK'S intends to finance the acquisition through a combination of cash-on-hand and new debt. In connection with the Merger Agreement, the DICK'S Sporting Goods entered into a commitment letter, dated as of May 15, 2025 among the Company and Goldman Sachs Bank USA (“GS Bank”), pursuant to which GS Bank has agreed to provide, subject to the satisfaction of customary closing conditions, up to $2.4 billion of senior bridge term loans for the purpose of financing all or a portion of the Cash Merger Consideration, repaying certain indebtedness of Foot Locker and its subsidiaries and otherwise paying related fees and expenses in connection with the Merger and the transactions contemplated thereby. Upon termination of the Merger Agreement, under specified circumstances, including by the Company to enter into a definitive agreement with respect to an Acquisition Proposal in accordance with the terms of the Merger Agreement, the Company may be required to pay a termination fee in cash to Dick’s equal to $59,500,000. Upon termination of the Merger Agreement under specified circumstances, including the termination by either party because certain required regulatory clearances are not obtained before the Outside Date, Dick’s will be required to pay the Company a termination fee in cash equal to $95,500,000. As of June 6, 2025 in connection with its anticipated acquisition of Foot Locker, DICK'S has commenced an offer to eligible holders to exchange any and all outstanding 4.000% Senior Notes due 2029 issued by Foot Locker for (1) up to $400 million aggregate principal amount of new 4.000% Senior Notes due 2029 issued by DICK'S. The closing of the Acquisition is not conditioned upon the commencement or completion of the Exchange Offer or Consent Solicitation. As of June 6, 2025, DICK’S Sporting Goods entered into a new revolving credit agreement with certain financial institutions, providing for a new $2.0 billion unsecured revolving credit facility, $250 million of which is available on a “certain funds” basis to fund the merger and otherwise on terms substantially consistent with DICK’S Sporting Goods’ old revolving credit facility. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board and approval of offer by target shareholders, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under certain specified antitrust laws, approval for listing by the NYSE of the shares of Dick’s Common Stock to be issued in the Merger, and a declaration by the Securities and Exchange Commission (“ SEC ”) of the effectiveness of the Form S-4 to be filed with the SEC by Dick’s relating to the registration under the Securities Act of the shares of Dick’s Common Stock to be issued in the Merger. The deal has been unanimously approved by the board. The transaction expected to close in the second half of 2025. DICK'S expects the transaction to be accretive to EPS in the first full fiscal year post-close (excludes transaction and other one-time costs to achieve synergies) and to deliver between $100 to $125 million in cost synergies in the medium-term achieved through procurement and direct sourcing efficiencies. As of July 23, 2025 DICK’S Sporting Goods, as the acquiring party, voluntarily withdrew its pre-merger Notification and Report Form filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in order to provide the Federal Trade Commission (the “FTC”) with additional time to review the Merger. In accordance with the regulations under the HSR Act, DICK’S Sporting Goods plans to resubmit its HSR Act Notification and Report Form on or about July 25, 2025, commencing a new 30-day waiting period under the HSR Act. W ithdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. As on August 22, 2025, shareholders of Foot Locker voted to approve acquisition by DICK'S Sporting Goods at the Company's special meeting of shareholders, approximately 99% of votes cast were in favor of the merger agreement, representing approximately 70% of all outstanding shares. As on August 26, 2025 Following the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, all required regulatory approvals to complete the Merger have been received. As was also previously disclosed. The Merger is expected to close on September 8, 2025, subject to the satisfaction of remaining customary closing conditions. The Goldman Sachs Group, Inc. acted as financial advisor for DICK'S Sporting Goods, Inc. David C. Karp and Brandon C. Price of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors for DICK'S Sporting Goods, Inc. Evercore acted as financial advisor and fairness opinion provider to Foot Locker, Inc. Foot Locker has agreed to pay Evercore a fee for its services in the aggregate amount of approximately $40 million, of which (i) $1 million was payable upon delivery of Evercore’s opinion in connection with the merger agreement and is fully creditable against any fee payable upon the consummation of the merger and (ii) the remainder will be payable contingent upon the consummation of the merger. Marc Gerber, Ann Beth Stebbins, Kenneth Schwartz, Giorgio Motta, Erica Schohn, David Schwartz, Michael Cardella, Marco Caffuzzi, Tracey Chenoweth and David Goldschmidt of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Foot Locker, Inc. Kyle Seifried and Scott Barshay of Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Evercore as financial advisor to Foot Locker. Foot Locker has engaged Innisfree to assist in the solicitation of proxies for the special meeting and will receive a fee of approximately $75,000, plus reasonable out-of-pocket expenses. Computershare Trust Company, N.A. acted as transfer agent to Foot Locker. Evercore Group L.L.C. acted as due diligence advisor to DICK’S Sporting Goods. DICK'S Sporting Goods, Inc. (NYSE:DKS) completed the acquisition of Foot Locker, Inc. (NYSE:FL) from a group of shareholders on September 8, 2025. As per the transaction, 85.8% of the Foot Locker, Inc. shareholders elected to receive the Stock Consideration, 1.2% of the Foot Locker, Inc. shareholders elected to receive the Cash Consideration and 12.9% of the Foot Locker, Inc. shareholders did not make a valid election or did not deliver a valid election form prior to the election deadline. The total aggregate consideration payable in the transaction was 9.6 million whole shares of DICK’S Sporting Goods common stock and $223 million in cash, which DICK’S Sporting Goods funded through cash on hand.

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