DICK’S Sporting Goods, Foot Locker Gain Final Regulatory Clearance for $24 Per Share Deal

DICK’S Sporting Goods, a leading omni-channel sporting goods retailer in the U.S., and Foot Locker have announced another major milestone in their planned merger: the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), at 11:59 p.m. Eastern Time on August 25, 2025.

Regulatory Approvals Cleared: Green Light for Merger

With the HSR Act waiting period now expired, all required regulatory approvals necessary to complete the acquisition of Foot Locker by DICK’S Sporting Goods have been received. This follows Foot Locker shareholders’ approval of the merger at a special meeting held on August 22, 2025. The Merger is now expected to officially close on September 8, 2025, subject only to the satisfaction of remaining customary closing conditions.

Election Deadlines: Action Required for Foot Locker Shareholders

DICK’S Sporting Goods and Foot Locker also announced that the deadline for Foot Locker shareholders of record to elect the form of consideration (cash or stock) in connection with the Merger is 5:00 p.m. ET on August 29, 2025 (the “Election Deadline”). Participants in the Foot Locker 401(k) Plan and Foot Locker Puerto Rico Savings Plan must submit their elections earlier, by 5:00 p.m. ET on August 27, 2025.

• Election Options:
  For each share of Foot Locker common stock, holders can elect to receive either (i) $24.00 in cash (“cash consideration”) or (ii) 0.1168 shares of DICK’S Sporting Goods common stock (“stock consideration”).

• No Election/Plan Participants:
  Shareholders who fail to submit a valid election by the deadline will automatically receive the cash consideration. Participants eligible for fractional DICK’S shares will receive cash instead of unfractionalized remainders.

• How to Elect:
  Shareholders must deliver completed election materials to Equiniti Trust Company, LLC by the Election Deadline. Questions should be directed to D.F. King & Co., the information agent for the election, at (888) 541-9895 or via their bank or broker.

Where to Find More Details

For a thorough explanation of the merger, the election process, and potential outcomes, shareholders are strongly encouraged to carefully review the full proxy statement/prospectus, dated July 11, 2025. Copies of the proxy statement/prospectus, as well as further instructions, deadlines, and contacts, have been mailed to Foot Locker shareholders and are available at no charge as directed in the election materials.

Summary

• HSR waiting period ended August 25, 2025—regulatory hurdles cleared, deal moves forward.

• Shareholder election deadline: August 29, 2025 (August 27 for 401(k) plan participants).

• Merger closing expected: September 8, 2025 (pending final closing conditions).

• For more: See the official press release and Foot Locker investor updates.

All transaction, process, contact, and document resources are now accurately hyperlinked for factual reference and actionable next steps.