Foot Locker becomes wholly owned subsidiary of Dick’s Sporting Goods

Foot Locker, Inc. (NYSE:FL) announced Monday that it has completed its merger with Dick’s Sporting Goods, Inc. (NYSE:DKS), resulting in Foot Locker becoming a wholly owned subsidiary of Dick’s Sporting Goods. The transaction was finalized following an agreement and plan of merger entered into on May 15, 2025.

Under the terms of the merger, each outstanding share of Foot Locker common stock was converted into the right to receive either $24.00 in cash or 0.1168 shares of Dick’s Sporting Goods common stock, based on the election of each shareholder. The election process closed at 5:00 p.m. Eastern Time on August 29, 2025.

According to the company’s statement, approximately 85.8% of Foot Locker shareholders elected to receive shares of Dick’s Sporting Goods, while 1.2% chose the cash option. About 12.9% did not make a valid election, including 4.5% of shares owned by Dick’s Sporting Goods, which were cancelled for no consideration. Shareholders who did not make an election received the cash consideration.

No fractional shares of Dick’s Sporting Goods were issued; instead, cash payments were made in lieu of any fractional shares. Outstanding equity awards and stock options of Foot Locker were converted or cancelled in accordance with the merger agreement.

As a result of the merger, trading of Foot Locker common stock on the New York Stock Exchange was suspended, and the company’s shares are being delisted. Foot Locker intends to file for the deregistration of its common stock, ending its reporting obligations under the Securities Exchange Act.

In connection with the merger, all members of Foot Locker’s board of directors resigned, and several officers, including Mary N. Dillon, Franklin R. Bracken, Michael A. Baughn, Elliott D. Rodgers, and Cynthia Carlisle, ceased to serve as officers of the company.

The company also repaid and terminated its $600 million revolving credit facility. Certain letters of credit and banking services will be assumed by Dick’s Sporting Goods on an unsecured basis.

This information is based on a statement released in Foot Locker’s filing with the Securities and Exchange Commission.

In other recent news, Foot Locker reported second-quarter earnings that fell short of analyst expectations. The company’s performance was hindered by challenges in its international and WSS businesses, despite positive results in North America. Analysts at BTIG maintained a Neutral rating on Foot Locker, highlighting the company’s failure to provide updated guidance and noting pressure on gross margins. In a separate development, TechnipFMC is set to join the S&P MidCap 400 index, replacing Skechers USA, which is being acquired by 3G Capital. This change is scheduled to take effect before the market opens on September 12, 2025. The inclusion in the index is seen as a significant milestone for TechnipFMC. These developments offer investors insights into recent company activities and analyst perspectives.

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