DICK'S SPORTING GOODS, INC. (DKS)

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (including information incorporated herein by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified as those that may predict, forecast, indicate or imply future results or performance and by forward-looking words such as “believe”, “anticipate”, “expect”, “estimate”, “predict”, “intend”, “plan”, “project”, “goal”, “will”, “will be”, “will continue”, “will result”, “could”, “may”, “might” or any variations of such words or other words with similar meanings. Any statements about our plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time, many of which may be beyond our control. Our future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results. Forward-looking statements include statements regarding, among other things, the benefits of the Transaction, our 2026 outlook and other future financial and operating results and our plans, statements regarding perceived momentum and trends in the sports industry in the United States, objectives, expectations, intentions, growth strategies and culture and other statements that are not historical facts.

Factors that could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statements include, but are not limited to:

▪Macroeconomic conditions, including inflation and/or prolonged inflationary pressures, elevated interest rates and recessionary pressures, adverse changes in consumer disposable income, consumer confidence and perception of global economic conditions, including as a result of new and shifting economic policies, geopolitical conflicts (including the conflicts in Ukraine and the Middle East) and the threat or outbreak of further conflicts, war, terrorism or public unrest; wage and unemployment levels; consumer debt and the cost of basic necessities and other goods; pandemics, epidemics, contagious disease outbreaks and other public health concerns and the effectiveness of measures to mitigate such impact;

▪Intense competition in the sporting goods industry and in retail, including competition for talent and the level of competitive promotional activity and technological innovation;

▪Fluctuations in product costs and availability due to tariffs, currency exchange rate fluctuations, inflationary pressures, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors;

▪Numerous global economic, political, regulatory, and supply chain risks that could materially and adversely affect our sales, profitability, results of operations, and financial condition, due to our reliance on products manufactured outside the United States;

▪The dependence of our business on consumer discretionary spending, the impact of a decrease in discretionary spending due to inflation or otherwise on our business, and our ability to predict or effectively react to changes in consumer demand or shopping patterns;

▪Risks associated with our vertical brand offerings and specialty concept stores, including risks related to innovation and prediction of consumer trends and demand, product safety and labeling, product liability and product recalls, third party liability and proprietary rights, as well as risks related to athlete experiences and associated costs, innovation, liability and competition associated with our vertical brands and specialty stores;

▪Our ability to protect the reputation of our Company and our brands, which may include managing negative reactions from our customers, employees, stockholders or vendors regarding changes to our policies or positions related to social and political issues;

▪That our strategic plans and initiatives, including our investments in omni-channel growth, DICK’S Media Network, or other business transformation initiatives, may initially result in a negative impact on our financial results, or that such plans and initiatives may not achieve the desired results within the anticipated time frame or at all;

▪Our ability to grow our DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center stores and execute our overall real estate strategy and optimization of our store portfolio for DICK’S and Foot Locker, including the projected range of capital expenditures and associated costs;

▪Our global distribution and fulfillment network, and potential disruptions in or failures to optimize this network, which could cause us to lose merchandise or be unable to effectively and efficiently deliver merchandise to our stores and customers;

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▪Unauthorized access to or disclosure of sensitive or confidential athlete, teammate, vendor or Company information;

▪Disruptions to our information systems, including our eCommerce platform and GameChanger, our sports technology platform, including interruptions, delays or downtime caused by high volumes of users or transactions, deficiencies in design or implementation, or platform enhancements, and the development, adoption and use of generative AI technologies;

▪Our ability to attract, train, engage and retain key employees and to adequately respond to employee organizing efforts;

▪The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or implement effective succession planning strategies;

▪Weather-related risks and seasonal influences and the overall seasonality of certain categories of our business;

▪The issuance of quarterly cash dividends and our stock repurchase activity, if any, pursuant to our share repurchase programs;

▪Our ability to effectively manage inventory levels and protect against inventory shrink, including as a result of damage, theft (including organized retail crime) and other causes;

▪Our ability to expand the Foot Locker Business’s market share in international markets, including through licensed or franchise arrangements;

▪Our ability to meet market expectations;

▪The fact that we are controlled by the holders of our Class B common stock, which includes our Executive Chairman and his relatives, whose interests may differ from those of our other stockholders;

▪The potential issuance of Class B common stock and other anti-takeover mechanisms, which could prevent or delay a change in control of the Company;

▪Our dependence on our suppliers, distributors and manufacturers to provide us with sufficient quantities of quality products in a timely fashion;

▪Risks and costs relating to an extensive and evolving set of global laws, regulations, interpretations and other guidance affecting our business, including consumer products; tax; cash repatriation; foreign trade and tariff structures; labor; data protection; privacy; eCommerce; AI and machine learning; and environmental, social, and governance issues;

▪Product safety and labeling concerns;

▪Compliance and litigation risks for which we may not have sufficient insurance or other coverage;

▪Our ability to secure and protect our intellectual property rights and defend claims of intellectual property infringement;

▪The impact of changes in tax laws and regulations, or their interpretation and application;

▪The effects of the performance of professional sports teams within our core regions of operations, as well as league-wide lockouts, strikes or cancellations, or retirement of or serious injury to key athletes or scandals involving such athletes;

▪Evolving environmental, social and governance (“ESG”) standards, regulatory requirements, stakeholder expectations and related political and social dynamics;

▪Risks related to the Transaction, including the ability to promptly and effectively integrate the businesses of DICK’S Sporting Goods and Foot Locker, the dilution caused by the issuance of shares of our common stock as part of the Transaction, the risk that the anticipated benefits from the Transaction, including cost synergies, may not be fully realized or may take longer to realize than expected, potential adverse reactions of DICK’S Sporting Goods’ or Foot Locker’s customers, employees, or other business partners and/or the risk of litigation, and the diversion of Company management’s attention and time from ongoing business operations and opportunities due to integration efforts;

▪Obligations and other provisions related to our indebtedness, including the senior notes due 2029 (the “2029 Notes”), the senior notes due 2032 (the “2032 Notes”) and senior notes due 2052 (the “2052 Notes” and together with the 2029 Notes and the 2032 Notes, collectively, the “Senior Notes”); and

▪Material changes in the value or liquidity of the securities and other investments we hold.

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The foregoing and additional risk factors are described in more detail in Item 1A. “Risk Factors” of this Quarterly Report and other reports or filings filed or furnished by us with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended January 31, 2026, filed on March 27, 2026 (our “2025 Annual Report”). In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof. We do not assume any obligation and do not intend to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise except as may be required by securities laws.

OVERVIEW

We are 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, along with 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. When used in this Quarterly Report on Form 10-Q, unless the context otherwise requires or specifies, any reference to “year” is to our fiscal year.

When we refer to the “DICK’S Business” in this Quarterly Report on Form 10-Q (this “10-Q Report”), 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 and our experiential retail concepts DICK’S House of Sport and Golf Galaxy Performance Center. When we refer to the “Foot Locker Business” we are describing our recently acquired Foot

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to “Forward-Looking Statements” and Part I, Item 1A. “Risk Factors”.

Business Overview

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

When we refer to the “DICK’S Business” in this Annual Report on Form 10-K (this “10-K Report”), 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. When we refer to the “Foot Locker Business” we are describing our newly acquired Foot Locker operations, including the Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos banners.

Through our strategic pillars of athlete experience, differentiated product, brand engagement and teammate experience, we have transformed our DICK’S Business to drive sustained profitable growth. As part of our strategy, we have meaningfully improved our merchandise assortment through our vertical brands and strong relationships with our key brand partners, which provide access to highly differentiated products. We have also enhanced our store selling culture and service model and incorporated additional experiential elements and technology into our stores to further engage our athletes. We continue to innovate our omni-channel athlete experience through our DICK’S House of Sport stores, Golf Galaxy Performance Centers and our DICK’S Field House stores, and believe that a key driver of our future omni-channel growth will include repositioning our store portfolio to grow these stores. In addition to these strategies and foundational improvements, consumers have also made what we believe will be lasting lifestyle changes in recent years, prioritizing sport and maintaining healthy, active lifestyles, which has increased demand for our products.

We believe there is strength and momentum in the sports industry in the United States and expect this trend to continue in the near term, with continued excitement around women’s sports, the 2026 FIFA World Cup and the 2028 Olympics. We believe that the convergence of sport and culture has never been stronger and that we are well-positioned for this opportunity. From this position of strength, we plan to continue to make investments in digital and in-store opportunities to further grow our market share through repositioning our store portfolio, driving continued growth across our key categories and accelerating our eCommerce channel.

Acquisition of Foot Locker

On September 8, 2025, we completed the acquisition of Foot Locker, a leading footwear and apparel retailer, for total purchase consideration of $2.5 billion, pursuant to the Merger Agreement dated May 15, 2025. The acquisition of Foot Locker is a transformative step towards creating a global platform that serves a broader set of athletes 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 delivered sales of $8 billion in fiscal 2024 and encompasses 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 for further information.

The Foot Locker Business contributed net sales of $3.1 billion and a net loss of $60.0 million during fiscal 2025. These results reflect the operations from the September 8, 2025 acquisition date through the end of fiscal 2025, which does not include the peak back-to-school selling season in August. Pro forma comparable sales for the Foot Locker Business, which assume Foot Locker had been acquired at the beginning of the current fiscal year, decreased 3.3% for the year ended January 31, 2026. This decline in Foot Locker’s pro forma comparable sales includes a decrease in Foot Locker’s International comparable sales of 8.1% for the year ended January 31, 2026, which represents operations of the Foot Locker Business in Europe and Asia Pacific.

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Following the acquisition, we assembled a new leadership team to lead the Foot Locker Business and started an eleven-store pilot in North America, referred to as our “Fast Break” initiative, to test improved merchandise presentation and assortment, which we have subsequently expanded to ten additional stores in Los Angeles. Additionally, we initiated a review of unproductive assets across Foot Locker’s inventory assortment and store portfolio. We expect that actions to optimize the inventory assortment and store portfolio of the Foot Locker Business, as well as other merger and integration and financing costs, will result in total estimated pre-tax acquisition-related charges of $500 to $750 million. We incurred $390.0 million of acquisition-related charges during fiscal 2025, including $217.9 million of charges from the write-down and liquidation of inventory, $164.2 million of merger and integration costs, which includes legal and regulatory fees, other professional services and other costs related to the Foot Locker acquisition, and $7.9 million of bridge financing costs. We expect approximately $150 million of acquisition-related costs in fiscal 2026. Additionally, we anticipate 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.

Business Environment

The macroeconomic environment in which we operate remains dynamic as a result of numerous factors, including ongoing elevated interest rates, inflationary pressures, changes to international trade policies from taxation and tariffs, and geopolitical conflicts, tensions and events, all of which could impact pricing, consumer discretionary spending behavior and the promotional landscape in which we operate.

Despite this increasingly complex and dynamic macroeconomic environment, we continued to drive comparable sales growth in fiscal 2025 for our DICK’S Business through execution of our core strategies, and with our strong vendor relationships and operational strength, we believe we are well-positioned for long-term growth. As a result of our continued strength and momentum of the DICK’S Business and the turnaround efforts underway at Foot Locker, balanced against the dynamic geopolitical and macroeconomic environment, we have provided our full year outlook for 2026 and expect total net sales of $22.1 billion to $22.4 billion and earnings per diluted share in the range of $13.70 to $14.70, which includes approximately $150 million of Foot Locker acquisition-related costs anticipated in 2026, offset by income related to litigation and other settlements expected in the first quarter of fiscal 2026. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 19 – Subsequent Events for further information.

Overview of 2026 Outlook for our DICK’S Business:

For 2026, we expect to drive continued comparable sales growth, strategic expansion of square footage, and strong profitability for the DICK’S Business and expect comparable sales growth for the year to be in the range of 2% to 4% and segment profit to be in the range of $1.58 billion to $1.66 billion, or 11.0% to 11.2% as a percentage of net sales. Other trends expected in fiscal 2026 for the DICK’S Business are as follows:

•We expect slightly higher comparable sales in the first half of 2026, primarily due to the FIFA World Cup.

•We expect segment profit as a percentage of net sales to decline in the first half of 2026, but expand in the second half of 2026 due to the timing of planned investments and synergy savings.

Overview of 2026 Outlook for our Foot Locker Business:

We are targeting to return the Foot Locker Business to profitability in 2026 and remain confident in the value creation opportunities of this business. For fiscal 2026, we expect pro forma comparable sales growth to be in the range of 1% to 3% and segment profit to be in the range of $100 to $150 million. We also expect pro forma comparable sales and segment profit performance to be weighted towards the second half of 2026, with back to school being the inflection point for the Foot Locker Business.

Recent Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes several measures affecting corporations and other business entities, was signed into law. These measures include modifications and permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”). We have recognized the impacts of the OBBBA into the current and deferred income tax provision for fiscal 2025, which resulted in reduced federal income tax liability and related tax payments, but no significant impact to the annual effective tax rate. We will continue to evaluate future provisions and do not anticipate any significant impact to the financial statements.

The Company’s current expectations described above include forward-looking statements. Please see the “Forward-Looking Statements” section in this Annual Report on Form 10-K for information regarding important factors that may cause the Company’s actual results to differ from those currently projected and/or otherwise materially affect the Company.

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How We Evaluate Our Operations

Senior management focuses on certain key indicators to monitor our performance, including the following for the DICK’S and Foot Locker Businesses:

•Comparable sales performance – Our management considers comparable sales, which includes digital revenue, to be an important indicator of our current performance. Comparable sales results are important to leverage our costs, which include occupancy costs, store payroll and other store expenses. Comparable sales also have a direct impact on our total net sales, net income, cash and working capital. A store is included in the comparable sales calculation during the fiscal period that it commences its 14th full month of operations. Relocated stores are included in the comparable sales calculation from the open date of the original location. Stores that were permanently closed during the applicable period have been excluded from comparable sales results. Our digital revenue includes all eCommerce sales, including omni-channel transactions which are fulfilled by our stores, GameChanger subscriptions as well as revenue from our DICK’S Media Network. The Foot Locker Business will be included in our comparable sales calculation beginning in the fourth quarter of fiscal 20

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