NYSE: DKS

Our executive office is located at 345 Court Street, Coraopolis, Pennsylvania 15108 and our phone number is (724) 273-3400. Our website is located at www.dicks.com. The information on our website does not constitute a part of this Annual Report on Form 10-K. We include on the investor relations portion of our website (www.investors.dicks.com), free of charge, copies of our Annual and Quarterly Reports on Forms 10-K and 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after their submission.

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

Business Strategy

Since 1948, DICK’S has believed that sports have the power to change lives, and we are committed to bringing this belief to life through our strategic pillars of athlete experience, differentiated product, brand engagement, and most importantly, our teammates. With this belief as our foundation, our common purpose is to create confidence and excitement by inspiring, supporting, and personally equipping all athletes to achieve their dreams. Driven by this common purpose and our commitment to all athletes, our mission is to:

•Create an inclusive environment where all teammates can thrive;

•Create and build leading brands that serve and inspire athletes;

•Make a lasting impact on communities through sport; and

•Deliver shareholder value through growth and relentless improvement.

We believe that through pursuit of this mission and commitment to our four key strategic pillars in our DICK’S Business we can be the best sports company in the world.

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Repositioning Our Real Estate and Store Portfolio

We believe that our emphasis on an omni-channel athlete experience is fundamental to our growth and success in our DICK’S Business. We provide a wide range of in-store support services and have incorporated experiential in-store elements, powered by technology, to provide an elevated experience for our athletes. Experiential in-store elements such as HitTrax® batting cages, Trackman® golf simulators and our premium full-service footwear decks inspire confidence in our athletes and reinforce the power of our teammates’ expertise. We also provide our athletes with a compelling visual presentation of our differentiated assortment through these premium full-service footwear decks, along with our branded shops, House of Cleats footwear presentation and elevated soccer shops to enhance their experience.

We continue to innovate our omni-channel athlete experience and grow our business through new store prototypes, while incorporating key learnings into the rest of our chain. Our DICK’S House of Sport stores provide highly experiential destinations for our athletes. These innovative formats are built around experience, service, community and product and drive strong engagement with our athletes, key brand partners and landlords, which we believe sets us apart as a clear market leader within the sporting goods industry. Additionally, we are incorporating House of Sport learnings into our most typical 50,000 square foot DICK’S store, which we are calling our DICK’S Field House concept and we launched our redesigned Golf Galaxy Performance Center in 2021, which are equipped with Trackman® golf technology and include an elevated staffing and service model to ensure our teammates become trusted advisors to golf enthusiasts of all levels.

At the heart of our elevated omni-channel athlete experience is our ongoing work to reposition our store portfolio through DICK’S House of Sport, DICK’S Field House and Golf Galaxy Performance Center. We opened 16 new DICK’S House of Sport locations during 2025, with 35 locations at the end of the year and plan to open approximately 14 locations in 2026. In addition, we plan to begin construction on approximately 18 DICK’S House of Sport locations that are expected to open in 2027. We opened 15 new DICK’S Field House store locations in 2025, ending the year with a total of 42 locations and plan to open approximately 22 locations in 2026. We have opened 33 Golf Galaxy Performance Centers to date, and we plan to open approximately 15 in 2026. We remain confident in the long-term potential of these concepts and the growth they will drive for the DICK’S Business.

Deepening Brand Relationships and Differentiated Product

We carry a full range of products within each category, including premium items for the sports enthusiast. We believe our compelling industry-leading product assortment in each sporting goods category offers our athletes a wide range of good, better and best price points and enables us to address the needs of our athletes, from beginner to sports enthusiast, which distinguishes us from other large format sporting goods stores. We focus on those growth categories in which we believe an opportunity to gain market share exists. We support these growth categories with greater quantities of enthusiast product and improved presentation and in-stock positions.

We believe that most athletes are looking for a multi-brand experience, which we offer through our powerful relationships we have with industry leading national brands, the energy from new and emerging national brands and our vertical brand assortment.

National brands

We carry a wide variety of well-known brands, including but not limited to adidas, Asics, Birkenstock, Brooks, Callaway Golf, Carhartt, Columbia, Easton/Rawlings, Hoka, Jordan, New Balance, Nike, On, Patagonia, Peloton, PING, Stanley, TaylorMade, The North Face, Timberland, Titleist, Ugg, Under Armour, Wilson and Yeti. We believe our ability to showcase an entire brand portfolio is valued by our strategic partners, and our relationships with key brands provide access to wider, deeper and exclusive product offerings that provide authenticity and credibility to our athletes and that further differentiate us from our competitors.

Vertical brands

Our vertical brands include brands that we own across hardlines and softlines and are available exclusively in our stores and online such as Alpine Design, CALIA, DSG, ETHOS, Fitness Gear, MAXFLI, Nishiki, Quest, Tommy Armour, Top-Flite, VRST and Walter Hagen, as well as brands that we license from third parties including adidas (football), Cobra (golf), Marucci (baseball) and Lotto (soccer and pickleball). These brands offer high-quality, on-trend products to our athletes with compelling technical and performance attributes, while providing differentiation in our merchandise assortment at higher gross margins as compared to sales of similar products from national brands. Within the DICK’S Business, our vertical brands are the second largest vendor, representing $1.8 billion, or approximately 13%, of net sales in fiscal 2025. We consider our vertical brand strategy to be a key area of opportunity to increase productivity in our stores and online, and we have invested in research, development and procurement staff to support its growth.

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Driving Continued Growth in Key Categories

We are committed to driving continued growth across key categories, including footwear, apparel, team sports, golf and licensed merchandise. We are able to drive strong demand and excitement for our athletes in these key categories through our differentiated and on-trend product supported by our national brand partners, including new and emerging brands through our DICK’S House of Sport concept, and our vertical brands which continue to be a strategic part of our overall offerings for our athletes. In addition to opportunities we have through key brands, our strategic investments in merchandise presentation have also helped drive sustained sales growth in certain key categories for our business. For example, over the past decade we have transformed our DICK’S Business footwear experience through premium, full-service footwear decks, which are now in approximately 90% of our DICK’S store locations. We also offer our House of Cleats, an enhanced footwear presentation that includes an elevated selection of soccer, baseball, football and other sports cleats. As these enhancements enable us to better service and appeal to our athletes, we believe that key brands recognize our ability to showcase their product and have provided us with access to a strong pipeline of product. We plan to continue to make strategic investments in marketing with a dedicated focus on our key categories across our omni-channel platform to drive continued success in these categories.

Leveraging a Powerful Omni-channel Model and Accelerating Our eCommerce Channel

We believe that when our athletes connect with the DICK’S brand, they expect a seamless shopping experience, regardless of the manner in which they choose to shop with us. Like our athletes, we view retail as an omni-channel experience that seamlessly integrates our stores and online channels. We aim to ensure our athletes have a consistent experience and find the right solutions, whether they’re using search reviews online, engaging with new digital tools in-store or on our mobile app, or working directly with our teammates, our priority is to ensure their experience is personalized and connected.

Our stores remain at the core of our omni-channel platform. We believe our store base gives us a competitive advantage over our online-only competitors, as our physical presence allows us to better serve our athletes by creating strong engagement through interactive in-store elements, offering the convenience of accepting in-store returns or exchanges and expediting fulfillment of eCommerce orders, the ability to place online orders in our stores if we are out of stock in the retail store, one-hour in-store or curbside pickup, curbside returns, and same-day delivery capabilities with Instacart or DoorDash, all while offering direct, live access to well-trained and knowledgeable teammates. In fiscal 2025 for the DICK’S Business, over 80% of online sales were fulfilled directly by our stores, which serve as localized points of distribution, and they enabled over 90% of our total sales through online fulfillment and in-person sales.

We are focused on building an enhanced service model across all of our stores and eCommerce platforms. We continue to improve our service and selling culture, with an emphasis on engaging and inspiring our athletes. We provide our teammates with robust training to increase knowledge about our products, which builds confidence for our athletes through the power of our opinion and expertise. We also equip our teammates with technology to help them personalize product recommendations as well as RFID technology to efficiently fulfill online orders and provide real-time product information to our athletes.

We have a strong digital presence that drives engagement through our eCommerce sites and mobile apps. We continually improve the performance and features of our digital platforms, which has included a faster and more convenient checkout process with new payment options, greater visibility and accuracy of delivery dates and improved page responsiveness, enhanced integration of our ScoreCard loyalty program, new content development through our Pro Tips platform, localized website experiences and product launch reservations. Additionally, we continue to leverage our omni-channel platform, fulfillment centers and our delivery partnership with FedEx, which have enabled us to provide our athletes with faster delivery times.

We plan to continue investing in our omni-channel platform to best serve the athlete whenever, wherever and however they want, including technology investments to increase speed and convenience for our athletes and marketing to drive greater consideration of our digital channels.

Leading Youth Sports Technology

In addition to evolving the athlete experience within retail, we believe we have the first and best place to experience youth sports with GameChanger, a premier live streaming, scoring and statistics mobile app for youth sports that is offered through a software-as-a-service platform on a subscription basis. GameChanger is a key part of our digital strategy and provides a platform to engage with our athletes in new ways with approximately 10 million unique active users on the GameChanger app and generated nearly $150 million in revenue during fiscal 2025. In February 2026, GameChanger launched a significant upgrade which introduced new features, high-definition live streaming, post-game highlight reels, and a powerful suite of smarter coaching tools to better support families, coaches and communities stay connected. With these enhanced features and the foundational strength of the platform, we expect continued strong revenue growth for GameChanger in 2026.

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Capitalizing on Our Powerful Athlete Database

We have an expansive dataset of approximately 30 million athletes who participate as members of our ScoreCard Rewards loyalty program, which accounts for over 75% of total sales for the DICK’S Business. Approximately 8 million of the athletes in our loyalty program are part of our ScoreCard Gold tier, which provides our top-tier athletes with more ways to earn ScoreCard points and member-only benefits, including early access to sale and product launches. These ScoreCard Gold members account for over 50% of total sales for the DICK’S Business.

In addition to focused marketing around key categories and major sports moments, we leverage the robust database from our ScoreCard loyalty program to enhance the athlete experience by engaging our athletes through digital marketing and providing personalized offers and communications to deepen our relationship with the athletes we serve. We also use data science to improve the speed at which we deliver products to our athletes through optimized order routing and to enhance our in-stock and merchandise availability positions. With this growing database as a foundation, we also introduced our DICK’S Media Network, to further serve our athletes and leverage our industry-leading first-party data by allowing brands to reach our athletes through various channels such as in-store and online displays, video, digital athlete reaches through social media, email and on/off-site searches, and through our GameChanger app. We believe DICK’S Media Network is a long-term opportunity where brands will benefit through advertising, while providing athletes with relevant and real-time brand content and offerings.

Culture and Common Purpose

As stated in our mission, we strive to create an environment where passionate and skilled teammates thrive. We believe our teammates’ dedication to creating a positive experience for our athletes is part of what drives our success as a company, and we are committed to creating a great place to work for our teammates through competitive wages and benefits, promoting teammate safety, health and well-being, and providing learning and career development opportunities for all teammates.

Acquisition of Foot Locker

On September 8, 2025, we completed the acquisition of Foot Locker, a leading footwear and apparel retailer, pursuant to a definitive merger agreement dated May 15, 2025 (the “Merger Agreement”). The acquisition of Foot Locker is a transformative step towards creating a global platform that serves a broader consumer base 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 has a strong history of sneaker authority and culture, serving sneakerheads through 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 of this Annual Report on Form 10-K for additional information about the acquisition.

Following the closing date, we have assembled a new leadership team to lead the Foot Locker Business and undertook an eleven-store pilot program, referred to as the “Fast Break” initiative, which includes enhanced in-store presentation and a more focused assortment. In early 2026, we expanded this pilot to an additional ten stores. More immediately, we have initiated a review of the business to identify underperforming assets across the inventory assortment and store portfolio and during the fourth quarter of fiscal 2025, we took actions to optimize the inventory assortment. As a result, we believe the Foot Locker inventory is well-positioned entering fiscal 2026. In addition to inventory optimization, we are also evaluating the store portfolio of the Foot Locker Business to assess performance and profitability across the various banners. We expect these actions and other merger and integration costs to result in pre-tax charges of $500 million to $750 million, of which $390 million was incurred in fiscal 2025. Additionally, we expect 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.

Through the support of our key vendor partners, the newly established leadership team and the strong engagement and commitment of the Foot Locker teammates, stripers and blue shirts, our excitement and our conviction in the long-term opportunity continue to grow. At DICK’S, we’ve built an industry-leading business by focusing on product, performance, innovation and customer loyalty, with a long-term view on the business. We’re applying the same playbook to the Foot Locker Business and making choices that we believe will create the most long-term value for our shareholders. We expect the back‑to‑school season in 2026 to represent an operational inflection point as new assortments, improved processes and strategic initiatives are implemented.

Selling Channels

We offer products to our customers through our retail stores and online, and although we sell through both of these channels, we believe that sales in one channel are not independent of the other. Regardless of the sales channel, we seek to provide our customers with a seamless omni-channel shopping experience.

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Retail Stores

DICK’S Business

Our DICK’S Sporting Goods and Golf Galaxy stores are designed to create an exciting and interactive shopping environment for the sporting enthusiast that highlights our extensive product assortments and value-added services. Each of our DICK’S Sporting Goods stores unites several sports specialty stores under one roof and typically contains the following specialty shops: Team Sports, Athletic Apparel, Outdoor, Golf, Fitness and Footwear. We believe our “store-within-a-store” concept creates a unique shopping environment by combining the convenience, broad assortment and competitive prices of large format stores with the brand names, differentiated product selection and customer service of a specialty store. We monitor and evaluate store performance on an ongoing basis and reallocate space in our stores to categories and products that we believe can drive sales growth. In addition, we operate Going Going Gone! stores, through which we are able to improve our clearance optimization through the consolidation of clearance inventory for omni-channel selling opportunities to better serve our value athletes.

Historically, we have opportunistically opened new stores in under-penetrated markets to expand our presence and believe that growing our store network and eCommerce business simultaneously will enable us to profitably grow the business by delivering an omni-channel shopping experience for our customers. More recently, we have grown our square footage as we’ve started to reposition our store portfolio through DICK’S House of Sport stores, DICK’S Field House and Golf Galaxy Performance Center. Approximately three-quarters of our DICK’S Sporting Goods stores will be up for lease renewal at our option over the next five years, which will provide us with the opportunity to relocate, close, or renegotiate lease terms for these stores.

Foot Locker Business

The Foot Locker Business consists of a portfolio of specialty athletic footwear and apparel banners, including Foot Locker, Kids Foot Locker, Champs Sports, WSS and atmos, that collectively serve a broad range of sneaker enthusiasts across domestic and international markets. Foot Locker and its other specialty banner locations offer curated assortments supported by trained store associates and integrated digital capabilities, which expand the Company’s retail presence and enhance its ability to inspire sneaker culture and meet consumer needs across a range of retail environments and shopping preferences. The Foot Locker Business also holds licensing agreements with unaffiliated third-party operators located in the Middle East, Europe and Asia and generates revenue through royalty income for the use of its trademarks, trade names and branding.

eCommerce

Through our websites and mobile apps, we seek to provide our customers with in-depth product information and the ability to shop with us at any time. We continue to innovate our eCommerce sites and applications with customer experience enhancements, new releases of our mobile and tablet apps, and the development of omni-channel capabilities that further integrate our online presence with our brick and mortar stores to provide our customers with an omni-channel shopping experience. Currently, we have return-to-store capabilities for online orders, the ability to place online orders in our stores if we are out of stock in the retail store, one-hour in-store or curbside pickup for the DICK’S Business or within two hours for the Foot Locker Business, and partner with third parties to offer same-day delivery via their mobile apps. Our websites also give us the ability to ship online orders from our retail locations, which reduces delivery times for online orders and improves inventory productivity and availability.

Merchandising and Purchasing

During fiscal 2025, we purchased merchandise from approximately 1,500 vendors, with Nike, our largest vendor, representing approximately 31% of our consolidated merchandise purchases within the DICK’S and Foot Locker Businesses. No other vendor represented 10% or more of our fiscal 2025 merchandise purchases. We do not have long-term purchase contracts with any of our vendors; all of our purchases from vendors are made on a short-term purchase order basis.

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The following table sets forth the approximate percentage of our consolidated sales attributable to the following categories for the fiscal years presented:

Fiscal Year

Category

2025 (4)
20242023

Footwear (1)
40 %28 %26 %

Hardlines (2)
29 %36 %38 %

Apparel
28 %33 %33 %

Other (3)
3 %3 %3 %

Total100 %100 %100 %

(1)Includes athletic shoes for running, walking, tennis, fitness and cross training, basketball and hiking. In addition, this category also includes specialty footwear, including casual footwear and a complete line of cleats for team sports.

(2)Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear.

(3)Includes our non-merchandise sales categories, including in-store services, shipping, GameChanger, retail media network and licensing revenues.

(4)Includes $3.1 billion of net sales for the Foot Locker Business since the acquisition date. Refer to Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 2 – Acquisition of Foot Locker for additional information.

Additional information about our sales categories is included within Part IV. Item 15. Exhibits and Financial Statement Schedules, Note 1 – Basis of Presentation and Summary of Significant Accounting Policies of this Annual Report on Form 10-K.

Distribution and Customer Fulfillment

We currently have 13 distribution centers including five regional distribution centers for the DICK’S Business and eight for the Foot Locker Business, which enable us to supply stores with merchandise. In 2024 we began construction on a new regional distribution center in Texas that we plan to open in 2026 for the DICK’S Business. In September 2025, Foot Locker opened a new leased distribution center in Haps, Netherlands, to support the Foot Locker European business following the closure of its previous European distribution center in Heijen, Netherlands. Additionally, we utilize various third-party logistics providers to support operations of the Foot Locker Business in Europe, Australia and Asia.

Vendors ship floor-ready merchandise to our distribution centers, where it is processed and allocated directly to our stores or stored temporarily. Our distribution centers are also responsible for consolidating damaged or defective merchandise from our stores that is being returned to vendors. We have contracted with common carriers to deliver merchandise from our distribution centers to our stores, which generally facilitates prompt and efficient distribution to our stores to enhance in-stocks, minimize freight costs and improve inventory turnover. During 2025, the DICK’S Business received over 90% of its merchandise through our distribution network; the remaining merchandise was shipped directly to our stores from our vendors.

We leverage our store and distribution center network, our dedicated eCommerce fulfillment center and direct shipping capabilities from our vendors to ensure merchandise delivery speed to our athletes and to minimize shipping costs.

Competition

The competition among retailers that sell sporting goods and athletic footwear and apparel is highly fragmented, intensely competitive and continually evolving. We compete within many retail formats, including large format sporting goods stores, traditional sporting goods stores, specialty stores, mass merchants and department stores, online retailers, and vendors selling directly to consumers through retail stores and online.

In our DICK’S Business, we seek to attract customers by offering a wide range of products that enable us to address the needs of all athletes, from beginner to enthusiast, and by utilizing distinctive merchandise presentation in stores to create a unique shopping environment. We differentiate ourselves from our competitors by showcasing our and key partners’ brands through brand shops and giving access to wider, deeper and exclusive product offerings that provide authenticity and credibility to our customers. We believe our store base gives us a competitive advantage over our online-only competitors, as our physical presence allows us to better serve our customers by creating strong engagement. We also offer superior service both in-store and via a seamless omni-channel experience which includes buy-online, pick-up in store, curbside pickup and return, and for our DICK’S Business, also offering same-day delivery capabilities with Instacart or DoorDash.

In our Foot Locker Business, we deliver exceptional customer service through our iconic stripers and transforming the shopping experience. Foot Locker’s dedication to self-expression and exceptional experiences for sneaker and basketball enthusiasts has cemented its leading role in sneaker culture.

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Seasonality

Our business is subject to seasonal influences, including the success of the holiday selling season and the impact of unseasonable weather conditions. Although our highest sales and operating income results have historically occurred in the second and fourth fiscal quarters, our business has increasingly been less affected by seasonal fluctuations in recent years. However, results for any quarter are not necessarily indicative of the results that may be achieved for the fiscal year.

Proprietary Rights

We have a number of service marks and trademarks registered with the United States Patent and Trademark Office, including various versions of the following: “Alpine Design”, “CALIA”, “DICK’S”, “DICK’S House of Sport”, “DICK’S Sporting Goods”, “DSG”, “ETHOS”, “Fitness Gear”, “GameChanger”, “Going Going Gone!”, “Golf Galaxy”, “The GolfWorks”, “MAXFLI”, “Monarch”, “Nishiki”, “Primed”, “Public Lands”, “Quest”, “ScoreCard”, “ScoreRewards”, “Tommy Armour”, “Top-Flite”, “VRST” and “Walter Hagen”. We also have a number of registered domain names, including “dickssportinggoods.com”, “dicks.com”, “golfgalaxy.com”, “publiclands.com”, “goinggoinggone.com”, “calia.com”, “vrst.com”, and “gamechanger.com”. Our service marks, trademarks and other intellectual property are subject to risks and uncertainties that are described within