Dick's Sporting Goods, Inc. filed a Current Report on Form 8-K on September 21, 2026, to provide unaudited pro forma financial information regarding its acquisition of Foot Locker, Inc. The company previously disclosed that it completed the purchase of Foot Locker on September 8, 2025. The filing details the financial results of the combined entity as if the acquisition had occurred on February 2, 2025.
The acquisition was valued at approximately $2.5 billion. The total consideration consisted of roughly $200 million in cash and approximately 9.6 million shares of Dick's Sporting Goods common stock. Following the closing, the company completed an exchange offer on September 11, 2025, to settle Foot Locker's outstanding 4.000% Senior Notes due 2029. In this transaction, Dick's issued $381.9 million in aggregate principal amount of its own new 4.000% Senior Notes due 2029, with the remaining $18.1 million in principal amount of Foot Locker Notes not exchanged.
The pro forma financial statements reflect adjustments for the acquisition method of accounting under ASC 805. These adjustments include the recognition of new stock-based compensation for Foot Locker employees, the reversal of historical goodwill impairment charges, and the adjustment of depreciation and lease expenses to fair value. The pro forma combined net sales for the fiscal year ended January 31, 2026, were reported at $21.78 billion. The pro forma combined net income for the same period was $563.95 million, resulting in basic and diluted earnings per share of $10.22 and $9.97, respectively.
