Foot Locker completes merger with Dick’s Sporting Goods, delists from NYSE

Foot Locker, Inc. (NYSE:FL) has completed its merger with Dick’s Sporting Goods, Inc. (NYSE:DKS), becoming a wholly owned subsidiary of Dick’s Sporting Goods as of Monday, according to a statement based on a recent SEC filing.

Under the terms of the merger agreement, 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, at the election of the shareholder. Approximately 85.8% of Foot Locker shareholders elected to receive stock consideration, 1.2% chose cash, and 12.9% did not make a valid election. Shares held by Dick’s Sporting Goods were cancelled for no consideration.

No fractional shares of Dick’s Sporting Goods were issued. Instead, shareholders entitled to a fractional share received a cash payment in accordance with the merger agreement.

As a result of the merger, Foot Locker notified the New York Stock Exchange that its common stock would be withdrawn from listing. Trading of Foot Locker shares was suspended prior to the opening of trading on the closing date. The company intends to file to deregister its common stock, suspending its reporting obligations under relevant sections of the Securities Exchange Act.

All members of Foot Locker’s board of directors resigned at the effective time of the merger, and officers including Mary N. Dillon, Franklin R. Bracken, Michael A. Baughn, Elliott D. Rodgers, and Cynthia Carlisle ceased to be officers of the company.

In connection with the closing, Foot Locker repaid and terminated its existing $600 million revolving credit facility. Certain outstanding letters of credit and other bank products will be assumed on an unsecured basis by Dick’s Sporting Goods.

The merger also resulted in amendments to Foot Locker’s certificate of incorporation and bylaws as outlined in the merger documents.

This article is based on a press release statement filed with the Securities and Exchange Commission.

In other recent news, Foot Locker, Inc. has completed its merger with Dick’s Sporting Goods, Inc., resulting in Foot Locker becoming a wholly owned subsidiary of Dick’s Sporting Goods. The merger agreement allowed Foot Locker shareholders to choose between receiving $24.00 in cash or 0.1168 shares of Dick’s Sporting Goods common stock for each Foot Locker share. In addition to this development, Foot Locker’s second-quarter earnings report revealed results that fell below analyst expectations. The company’s international and WSS segments showed weakness, although there was a positive performance in North America. Analyst firm BTIG maintained a Neutral rating on Foot Locker, citing softer top-line results and gross margin pressure as reasons for the earnings miss. Meanwhile, TechnipFMC plc is set to join the S&P MidCap 400 index, replacing Skechers USA Inc., which is being acquired by 3G Capital. This change in the index is scheduled to occur before the opening of trading on September 12, 2025.

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