DKS Dicks Sporting Goods Inc

On May 15, 2025, Foot Locker, Inc. (which we refer to as “Foot Locker”), DICK’S Sporting Goods, Inc. (which we refer to as “DICK’S Sporting Goods”) and RJS Sub LLC, a direct wholly owned subsidiary of DICK’S Sporting Goods (which we refer to as “Merger Sub”) entered into an Agreement and Plan of Merger that provides for the acquisition of Foot Locker by DICK’S Sporting Goods (such agreement, as it may be amended from time to time, we refer to as the “merger agreement”). Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Foot Locker, with Foot Locker surviving the merger and becoming a wholly owned subsidiary of DICK’S Sporting Goods (which we refer to as the “merger”). The respective boards of directors of Foot Locker and DICK’S Sporting Goods have unanimously approved the merger agreement and the merger.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, each share of common stock, par value $0.01 per share, of Foot Locker (which we refer to as “Foot Locker common stock”) that you own immediately prior to the effective time of the merger will be converted into the right to receive, at your election (i) $24.00 per share in cash, without interest (which we refer to as the “cash consideration”) or (ii) 0.1168 shares of common stock (which we refer to as the “exchange ratio”), par value $0.01 per share, of DICK’S Sporting Goods (which we refer to as the “stock consideration”). You may elect a different form of consideration for each share of Foot Locker common stock you own. You may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration or (iii) if you own more than one share of Foot Locker common stock, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares. The election is not subject to a minimum or maximum amount of cash consideration or stock consideration. Holders of Foot Locker common stock that do not make an election will be treated as having elected to receive the cash consideration. You will receive cash in lieu of any fractional shares of DICK’S Sporting Goods common stock that you would otherwise be entitled to receive.

Based on the closing price of DICK’S Sporting Goods common stock on the New York Stock Exchange (which we refer to as the “NYSE”) on May 14, 2025, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $24.48 in value in stock consideration. Based on the closing price of DICK’S Sporting Goods common stock on the NYSE on [  ], 2025, the last practicable trading day before the date of the accompanying proxy statement/prospectus, of $[  ], the exchange ratio represented approximately $[  ] in value in stock consideration. The implied value of the stock consideration will fluctuate as the market price of DICK’S Sporting Goods common stock fluctuates because the stock consideration is payable in a fixed number of shares of DICK’S Sporting Goods common stock. As a result, the value of the stock consideration that Foot Locker shareholders electing the stock consideration will receive upon completion of the merger could be greater than, less than or the same as the value of the stock consideration on the date of the accompanying proxy statement/prospectus, at the time of the special meeting of the Foot Locker shareholders described in the accompanying proxy statement/prospectus (which we refer to as the “special meeting”) or on the date on which Foot Locker shareholders make their election. Accordingly, you should obtain current stock price quotations for DICK’S Sporting Goods common stock and Foot Locker common stock before deciding how to vote with respect to the approval of the merger agreement proposal or before making your election. DICK’S Sporting Goods common stock and Foot Locker common stock trade on the NYSE under the symbols “DKS” and “FL,” respectively.

The Foot Locker board of directors unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Foot Locker and its shareholders, (ii) determined that it is in the best interests of Foot Locker and its shareholders, and declared it advisable, to enter into the merger agreement and to consummate the merger, (iii) approved the execution and delivery by Foot Locker of the merger agreement and the performance by Foot Locker of its agreements and obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, subject to the conditions set forth in the merger agreement, (iv) directed that the merger agreement be submitted to a vote at the special meeting and (v) resolved to recommend that the Foot Locker shareholders vote in favor of adoption of the merger agreement.

At the special meeting, you will be asked to approve the merger agreement proposal and to vote on other merger-related matters. The Foot Locker board of directors unanimously recommends that Foot Locker shareholders vote “FOR” the merger agreement proposal and “FOR” each of the other proposals described in the accompanying proxy statement/prospectus.

Your vote is very important. DICK’S Sporting Goods and Foot Locker cannot complete the merger without the approval of the merger agreement proposal by Foot Locker shareholders holding at least two-thirds (2/3rds) of the shares of Foot Locker common stock outstanding at the close of business on [  ], 2025, the record date for the special meeting. The failure of any shareholder to vote will have the same effect as a vote against the approval of the merger agreement proposal. It is important that your shares of Foot Locker common stock be represented and voted regardless of the size of your holdings. Whether or not you plan to participate in the special meeting, Foot Locker urges you to submit a proxy in advance of the special meeting to have your shares voted by using one of the methods described in the accompanying proxy statement/prospectus.

More information about DICK’S Sporting Goods, Foot Locker, the special meeting, the merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement/prospectus. Please carefully read the entire proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 20, for a discussion of the risks relating to the merger, and the annexes and documents incorporated by reference.

On behalf of the Foot Locker board of directors, thank you for your continued support.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER OR OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER UNDER THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS NOR HAVE THEY DETERMINED IF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [  ], 2025 and is first being mailed to Foot Locker shareholders on or about [  ] , 2025.

This is a notice that the special meeting of shareholders of Foot Locker, Inc. (which we refer to as “Foot Locker”) will be held on [   ], 2025, beginning at [  ] a.m., Eastern Time. The special meeting will be a virtual, live audio webcast meeting of shareholders and will be held for the following purposes:

The accompanying proxy statement/prospectus provides a detailed description of the merger agreement and the transactions contemplated thereby, including the merger, and also describes the proposals listed above in more detail. A summary of the merger agreement is included in the proxy statement/prospectus in the sections entitled “The Merger” and “The Merger Agreement,” and a copy of the merger agreement is attached as Annex A, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. Please carefully review the accompanying proxy statement/prospectus in its entirety, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement/prospectus. You are encouraged to read the entire proxy statement/prospectus carefully before voting. In particular, see the section entitled “Risk Factors” beginning on page 20.

The Foot Locker board of directors unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, Foot Locker and its shareholders, (ii) determined that it is in the best interests of Foot Locker and its shareholders, and declared it advisable, to enter into the merger agreement and to consummate the merger, (iii) approved the execution and delivery by Foot Locker of the merger agreement and the performance by Foot Locker of its agreements and obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, subject to the conditions set forth in the merger agreement, (iv) directed that the merger agreement be submitted to a vote at the special meeting and (v) resolved to recommend that the Foot Locker shareholders vote in favor of adoption of the merger agreement. The Foot Locker board of directors unanimously recommends that Foot Locker shareholders vote “FOR” the merger agreement proposal and “FOR” each of the other proposals listed above and described in more detail in the accompanying proxy statement/prospectus.

The Foot Locker board of directors has fixed the close of business on [  ], 2025 as the record date for determination of Foot Locker shareholders entitled to receive notice of, and to vote at, the special meeting or any adjournments or postponements thereof. Only holders of record of Foot Locker common stock as of the close of

business on the record date are entitled to receive notice of, and to vote at, the special meeting. As of the record date, DICK’S Sporting Goods owned and is entitled to vote [   ] shares of Foot Locker common stock, or approximately [  ]% of the outstanding shares of Foot Locker common stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

The merger cannot be completed unless the merger agreement proposal is approved by the affirmative vote, virtually or by proxy, of holders of at least two-thirds (2/3rds) of the outstanding shares of Foot Locker common stock entitled to vote thereon.

The affirmative vote of a majority of the votes cast at the special meeting, virtually or by proxy, is required to approve the merger-related compensation proposal and the adjournment proposal.

Whether or not you expect to participate in the special meeting, Foot Locker urges you to submit a proxy to have your shares voted as promptly as possible either: (1) via the Internet at proxyvote.com (see proxy card for instructions); (2) by telephone (see proxy card for instructions); or (3) by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. If you hold shares through the Foot Locker 401(k) Plan or the Puerto Rico Savings Plan, see “How do I vote or have my shares voted?” for instructions on how to vote those shares. Any shareholder of record participating in the special meeting may vote even if such shareholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a legal proxy from the bank, brokerage firm or nominee to vote at the special meeting.

Shareholders of record as of [  ], 2025 will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/FL2025SM and entering the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials.

If you have any questions about the special meeting, the merger, the proposals or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of Foot Locker common stock, please contact the firm assisting us in the solicitation of proxies:

By order of the board of directors

This proxy statement/prospectus incorporates important business and financial information about DICK’S Sporting Goods and Foot Locker from other documents that DICK’S Sporting Goods and Foot Locker have filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information.” This information is available for you to review on the SEC’s website at www.sec.gov.

You can obtain copies of this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone at the following addresses and telephone numbers:

In addition, you may obtain copies of documents filed by DICK’S Sporting Goods with the SEC by accessing DICK’S Sporting Goods’ website at https://investors.dicks.com/investors. You may obtain copies of documents filed by Foot Locker with the SEC by accessing Foot Locker’s website at https://investors.footlocker-inc.com/. We are not incorporating the contents of the websites of the SEC, DICK’S Sporting Goods, Foot Locker or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

In addition, if you have questions about the Foot Locker special meeting, the merger, the proposals to be presented at the Foot Locker special meeting or this proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need to obtain proxy cards or other information related to the proxy solicitation or need help submitting a proxy or voting your shares of Foot Locker common stock, you may contact Innisfree M&A Incorporated (which we refer to as “Innisfree”), Foot Locker’s proxy solicitor, at the address and telephone number listed below.

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them, by written or oral means, no later than five (5) business days before the date of the Foot Locker special meeting. This means that holders of Foot Locker common stock requesting documents must do so by [   ], 2025, to receive them before the Foot Locker special meeting.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by DICK’S Sporting Goods, constitutes a prospectus of DICK’S Sporting Goods under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the shares of DICK’S Sporting Goods common stock to be issued to Foot Locker shareholders pursuant to the merger agreement. This proxy statement/prospectus also constitutes a proxy statement for Foot Locker under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and a notice of meeting with respect to the Foot Locker special meeting.

Except where the context otherwise indicates, the information concerning DICK’S Sporting Goods contained in or incorporated by reference into this proxy statement/prospectus has been provided by DICK’S Sporting Goods, and the information concerning Foot Locker contained in this proxy statement/prospectus has been provided by Foot Locker.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. Therefore, neither DICK’S Sporting Goods nor Foot Locker takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus is dated [   ], 2025, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. Neither the mailing of this proxy statement/prospectus to Foot Locker shareholders nor the issuance of DICK’S Sporting Goods common stock in the merger will create any implication to the contrary. You should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of such information.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars, unless otherwise indicated. Additionally, unless otherwise indicated or as the context otherwise requires:

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Foot Locker shareholder. Please refer to the section entitled “Summary” and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to in this proxy statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions under the section entitled “Where You Can Find More Information.”

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including, among other things, the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” Foot Locker shareholders should carefully consider the following material risks and uncertainties before deciding whether to vote in favor of the merger agreement and the transactions contemplated thereby, including the merger, or any of the other proposals to be presented at the Foot Locker special meeting and making any election decision with respect to their shares of Foot Locker common stock, including making a decision to invest in DICK’S Sporting Goods common stock by electing to exchange their shares of Foot Locker common stock for shares of DICK’S Sporting Goods common stock in the merger. In addition, you should read and consider the risks associated with each of the businesses of DICK’S Sporting Goods and Foot Locker because these risks will relate to the combined company following the completion of the merger. DICK’S Sporting Goods and Foot Locker describe some of these risks under the caption “Risk Factors” in their respective Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosure of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. For further information regarding the documents incorporated into this document by reference, see the section entitled “Where You Can Find More Information.” The realization of any of the risks described in this proxy statement/prospectus and in those documents incorporated by reference could have a material adverse effect on DICK’S Sporting Goods’, Foot Locker’s or the combined company’s business, financial condition, cash flows and results of operations and could result in a decline in the trading prices of their respective common stock.

Upon completion of the merger, each issued and outstanding share of Foot Locker common stock (other than cancelled shares and converted shares) will be converted into the right to receive, at the election of the Foot Locker shareholder, $24.00 cash, without interest, or 0.1168 shares of DICK’S Sporting Goods common stock. Each Foot Locker shareholder may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration or (iii) if the Foot Locker shareholder owns more than one share of Foot Locker common stock, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares.

The market price of DICK’S Sporting Goods common stock at the time of completion of the merger may vary significantly from the market price of DICK’S Sporting Goods common stock on the date the merger agreement was executed, the date of this proxy statement/prospectus, the date of the Foot Locker special meeting and the date on which Foot Locker shareholders make their election with respect to their shares of Foot Locker common stock. Because the stock consideration is payable in a fixed number of shares of DICK’S Sporting Goods common stock, the value of the stock consideration that Foot Locker shareholders making a stock election receive upon completion of the merger may be greater than, less than or the same as the value of the stock consideration on such earlier dates. However, the cash consideration that Foot Locker shareholders may elect to receive for their shares of Foot Locker common stock will remain at $24.00 (subject to adjustment for certain extraordinary transactions, including any stock splits, divisions or subdivisions of shares, as set forth in the merger agreement).

If a Foot Locker shareholder makes a stock election and the market value of DICK’S Sporting Goods common stock falls between the time of the election and the time the stock consideration is actually received, the value of the stock consideration received may be less than the value of the cash consideration such Foot Locker shareholder would have received under a cash election. Conversely, if a Foot Locker shareholder makes a cash election and the market value of DICK’S Sporting Goods common stock rises between the time of the election and the time the cash consideration is actually received, the value of the cash consideration received may be less than the value of the stock consideration such Foot Locker shareholder would have received under a stock election.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in DICK’S Sporting Goods’ and Foot Locker’s respective businesses, operations and prospects, market assessments of the likelihood that the merger will be completed, the timing of the merger, regulatory considerations and other risk factors set forth or incorporated by reference in this proxy statement/prospectus. Many

of these factors are beyond DICK’S Sporting Goods’ and Foot Locker’s control. Foot Locker shareholders are urged to obtain current market quotations for DICK’S Sporting Goods common stock and Foot Locker common stock when they make their elections.

The obligations of DICK’S Sporting Goods and Foot Locker to complete the merger are subject to the satisfaction or waiver of a number of conditions, including, among others, the adoption of the merger agreement by Foot Locker’s shareholders by the affirmative vote of at least two-thirds of the outstanding shares of Foot Locker common stock, the expiration or termination of the regulatory waiting periods under the HSR Act, and the receipt of approvals or clearances required under the antitrust laws of certain other jurisdictions. For a more complete summary of the required regulatory approvals and the closing conditions, see the sections entitled “The Merger—Regulatory Clearances and Approvals Required for the Merger” and “The Merger Agreement—Conditions to the Merger.”

Although DICK’S Sporting Goods and Foot Locker have agreed in the merger agreement to use their reasonable best efforts to complete the merger as promptly as practicable, many of the closing conditions are not within DICK’S Sporting Goods’ or Foot Locker’s control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to May 15, 2026, which deadline may be extended to August 15, 2026 and again to November 15, 2026 under certain circumstances, it is possible that the merger agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. There can be no assurance that the closing conditions will be satisfied or waived or that the merger will be completed. If the conditions are not satisfied or, subject to applicable law, waived, the merger will not occur or will be delayed and each of DICK’S Sporting Goods and Foot Locker may lose some or all of the intended benefits of the merger.

In the event that the parties determine to waive any of the conditions to the closing of the merger, such decision may have an adverse effect on Foot Locker and DICK’S Sporting Goods and their shareholders and stockholders, respectively.

In addition, upon termination of the merger agreement under specified circumstances, including the termination by either party because certain required regulatory clearances either are not obtained before the outside date or are denied, DICK’S Sporting Goods would be required to pay Foot Locker a reverse termination fee of $95.5 million. For additional information, see the section entitled “The Merger Agreement—Termination Fees and Expenses.”

Before the merger may be completed, any waiting period (or extension thereof) applicable to the merger must have expired or been terminated, and any approvals, consents or clearances required in connection with the merger must have been obtained, in each case, under the HSR Act and under the antitrust laws of certain other jurisdictions. In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the merger on competition within their relevant jurisdiction. The terms and conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business following the completion of the merger. Under the merger agreement, DICK’S Sporting Goods and Foot Locker have agreed to use their reasonable best efforts to obtain such approvals, consents and clearances and therefore may be required to comply with certain conditions, terms, obligations or restrictions imposed by governmental authorities. There can be no assurance that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the merger or imposing additional material costs on or materially limiting the revenues of the combined company following the completion of the merger. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. See the sections entitled “The Merger—Regulatory Clearances and Approvals Required for the Merger” and “The Merger Agreement—Conditions to the Merger.”

In considering the recommendation of the Foot Locker board of directors that Foot Locker shareholders approve the merger agreement proposal and the merger-related compensation proposal, Foot Locker shareholders should be aware that Foot Locker’s non-employee directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Foot Locker shareholders generally. The Foot Locker board of directors was aware of and considered, among other matters, these interests, to the extent such interests existed at the time, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement and the merger, and in recommending that the merger agreement be adopted by the Foot Locker shareholders. For a description of the interests of Foot Locker’s non-employee directors and executive officers in the merger, see the section entitled “The Merger—Interests of Foot Locker’s Non-Employee Directors and Executive Officers in the Merger.”

The merger agreement contains provisions that make it more difficult for Foot Locker to sell its business to a party other than DICK’S Sporting Goods. These provisions include a general prohibition on Foot Locker soliciting any company takeover proposal or offer for a competing transaction. In addition, upon termination of the merger agreement, Foot Locker would be required to pay DICK’S Sporting Goods a termination fee of $59.5 million if the merger agreement is terminated in certain circumstances, including Foot Locker entering into a definitive agreement with respect to a superior proposal, an adverse recommendation change or a willful breach of Foot Locker’s non-solicitation obligations under the merger agreement.

It is possible that the provisions of the merger agreement could discourage a potential acquiror that might have had an interest in acquiring all or a significant part of Foot Locker from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration DICK’S Sporting Goods proposes to pay in the merger or might result in a potential competing acquiror proposing to pay a lower per share price to acquire Foot Locker than it might otherwise have proposed to pay because of the termination fee that may become payable to DICK’S Sporting Goods in certain circumstances described in the section entitled “The Merger Agreement—Termination Fees and Expenses.”

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on DICK’S Sporting Goods and Foot Locker and, as a result, the combined company. These uncertainties may impair DICK’S Sporting Goods’ and Foot Locker’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers, business partners and others that deal with DICK’S Sporting Goods or Foot Locker to seek to change existing business relationships with DICK’S Sporting Goods or Foot Locker. In addition, pursuant to the merger agreement and subject to certain exceptions, both DICK’S Sporting Goods and Foot Locker agreed not to take certain actions prior to the closing of the merger. The merger agreement subjects Foot Locker to restrictions on its business activities and obligates Foot Locker to generally conduct its business in all material respects in the ordinary course of business. These restrictions could cause DICK’S Sporting Goods and Foot Locker to be unable to pursue certain beneficial opportunities that may arise prior to the completion of the merger and could have an adverse effect on DICK’S Sporting Goods, Foot Locker’s and the combined company’s results of operations, cash flows and financial position.

Parties with which DICK’S Sporting Goods, Foot Locker or their respective subsidiaries do business may be uncertain as to the effects the merger may have on them, including with respect to current or future business relationships with DICK’S Sporting Goods, Foot Locker or their respective subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom DICK’S Sporting Goods and Foot Locker have business relationships may delay or defer certain business decisions or might decide to terminate, change or

renegotiate their relationships with DICK’S Sporting Goods or Foot Locker or consider entering into business relationships with parties other than DICK’S Sporting Goods, Foot Locker or their respective subsidiaries. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of DICK’S Sporting Goods, Foot Locker and the combined company, including an adverse effect on DICK’S Sporting Goods’ ability to realize the expected synergies and other benefits of the merger. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the merger or termination of the merger agreement.

DICK’S Sporting Goods and Foot Locker are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the merger will depend in part upon its ability to retain key management personnel and other key employees of DICK’S Sporting Goods and Foot Locker. Current and prospective employees of DICK’S Sporting Goods and Foot Locker may be uncertain about their future roles with the combined company following the merger, which may materially adversely affect the ability of each of DICK’S Sporting Goods and Foot Locker to attract and retain key personnel during the pendency of the merger. Accordingly, there can be no assurance that the combined company will be able to retain key management personnel and other key employees of DICK’S Sporting Goods and Foot Locker.

DICK’S Sporting Goods and Foot Locker expect to incur significant non-recurring costs associated with combining the operations of Foot Locker with the operations of DICK’S Sporting Goods. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees and other related costs. DICK’S Sporting Goods, Foot Locker and, as a result, the combined company, may incur additional costs or suffer loss of business under third-party contracts that are terminated, and/or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. DICK’S Sporting Goods and Foot Locker will also incur transaction fees and costs related to formulating integration plans, and the execution of these plans may lead to additional unanticipated costs and time delays. Factors beyond DICK’S Sporting Goods’ and Foot Locker’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Although DICK’S Sporting Goods and Foot Locker expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all. Whether or not the merger is consummated, DICK’S Sporting Goods and Foot Locker will incur substantial expenses in pursuing the merger and may adversely impact DICK’S Sporting Goods’, Foot Locker’s and the combined company’s earnings.

If the merger is not completed for any reason, including as a result of Foot Locker shareholders failing to approve the merger agreement proposal, the ongoing business of Foot Locker may be adversely affected and, without realizing any of the benefits of having completed the merger, Foot Locker could be subject to a number of negative consequences, including the following:

If the merger is not completed, Foot Locker shareholders will be subject to the business and execution risks related to Foot Locker’s strategic plan and the uncertainties associated with the near- and long-term risks and challenges in continuing to implement such plan, the structural risks inherent in Foot Locker’s business model, and the risk that, if Foot Locker remains independent, Foot Locker common stock might not trade at levels equal to or greater than the value of the merger consideration in the near term, over an extended period of time or at all, each as described in more detail in the section entitled “The Merger—Foot Locker’s Reasons for the Merger; Recommendation of the Foot Locker Board of Directors.”

In addition, upon termination of the merger agreement, under certain circumstances, Foot Locker would be required to pay DICK’S Sporting Goods a termination fee of $59.5 million, including Foot Locker entering into a definitive agreement with respect to a superior proposal, an adverse recommendation change or a willful breach of Foot Locker’s non-solicitation obligations under the merger agreement. Finally, Foot Locker could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Foot Locker to perform its obligations under the merger agreement. If the merger is not completed, any of these risks may materialize and may adversely affect Foot Locker’s business, financial condition, financial results and stock price.

If the merger is not completed for any reason, including as a result of Foot Locker shareholders failing to approve the merger agreement, there may be various adverse consequences, and DICK’S Sporting Goods and Foot Locker may experience negative reactions from the financial markets and from their respective customers and employees. Moreover, DICK’S Sporting Goods’ and Foot Locker’s respective common stock prices may decline because costs related to such merger, such as legal, accounting and financial advisory fees, must be paid even if such merger is not completed. Moreover, DICK’S Sporting Goods may be required to pay a reverse termination fee of $95.5 million to Foot Locker upon a termination of the merger agreement in certain circumstances, and Foot Locker may be required to pay a termination of $59.5 million to DICK’S Sporting Goods upon a termination of the merger agreement in certain circumstances. In addition, if the merger is not completed, whether because of the parties’ failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits the other party to terminate the merger agreement, or for any other reason, DICK’S Sporting Goods’ and Foot Locker’s respective common stock prices may be affected to the extent that the current market prices reflect a market assumption that the merger will be completed.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon assumptions, preliminary estimates and accounting reclassifications, to record the Foot Locker identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Foot Locker as of the date of the

completion of the merger. Accordingly, the final accounting adjustments as a result of the acquisition may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The completion of the merger may trigger change in control provisions in certain agreements to which Foot Locker is a party. If Foot Locker and DICK’S Sporting Goods are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Foot Locker and DICK’S Sporting Goods are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Foot Locker or DICK’S Sporting Goods.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on DICK’S Sporting Goods’, Foot Locker’s and, as a result, the combined company’s, financial condition, results of operations and liquidity.

Further, one of the conditions to the completion of the merger is that no injunction or law by any governmental entity of competent jurisdiction will be in effect that has the effect of restraining, enjoining or otherwise prohibiting the consummation of the merger. As such, if an injunction prohibiting the consummation of the merger is obtained, that injunction may prevent the merger from becoming effective or from becoming effective within the expected timeframe.

Pursuant to the merger agreement, Foot Locker shareholders may elect to receive either cash or shares of DICK’S Sporting Goods common stock as consideration for their shares of Foot Locker common stock. The dilution that may be caused by the issuance of new shares of DICK’S Sporting Goods common stock to Foot Locker shareholders in connection with the payment of the stock consideration may result in fluctuations in the market price of DICK’S Sporting Goods common stock, including a DICK’S Sporting Goods common stock price decrease. In addition, if former Foot Locker shareholders sell substantial amounts of the combined company’s common stock in the public market following consummation of the merger, this could decrease the market price of the combined company’s common stock.

DICK’S Sporting Goods intends to finance a portion of the merger through a combination of cash-on-hand, revolving borrowings and other new debt. DICK’S Sporting Goods’ ability to obtain any such new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond DICK’S Sporting Goods’ control. DICK’S Sporting Goods cannot assure you that it will be able to obtain new debt financing on terms acceptable to it, and any such failure could materially adversely affect its and the combined company’s operations and financial condition. DICK’S Sporting Goods’ obligation to complete the merger is not conditioned upon the receipt of any financing.

Although DICK’S Sporting Goods expects significant cost synergies and other benefits to result from the merger, there can be no assurance that DICK’S Sporting Goods will actually realize any of them, or realize them within the anticipated timeframe. DICK’S Sporting Goods expects to operate Foot Locker as a standalone business

unit within its portfolio and maintain the Foot Locker brands and expects to grow the business by applying operational expertise. Achieving the anticipated cost synergies and other benefits will depend, in part, on DICK’S Sporting Goods’ ability to operate Foot Locker’s business successfully and integrate certain of its operations efficiently. The challenges involved with the merger, which will be complex and time consuming, include the following:

If these issues and the other challenges inherent in operating an acquired business are not successfully managed, then DICK’S Sporting Goods may not achieve the anticipated benefits of the merger on DICK’S Sporting Goods’ anticipated timeframe or at all, and the combined company’s revenue, expenses, operating results, financial condition and common stock price could be materially adversely affected. The successful completion of the merger will require significant management attention both before and after the completion of the merger, and may divert the attention of management from DICK’S Sporting Goods’ business and operational issues. Additionally, general market and economic conditions may inhibit DICK’S Sporting Goods’ successful operation of the Foot Locker business.

Following the merger, the business of the combined company will increase in size and geographic scope beyond the current size of either DICK’S Sporting Goods or Foot Locker’s business and the scope of DICK’S Sporting Goods’ current operations. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings or other benefits currently anticipated from the merger.

Although neither DICK’S Sporting Goods nor Foot Locker can estimate what percentage of Foot Locker shareholders will elect stock consideration and will receive shares of DICK’S Sporting Goods common stock in the merger, based on the number of shares of Foot Locker common stock outstanding as of [  ], 2025, and the number of shares of DICK’S Sporting Goods common stock outstanding as of [  ], 2025, it is expected that, at the absolute maximum (i.e., each Foot Locker shareholder elects to receive stock consideration in the merger for all of such shareholder’s shares of Foot Locker common stock, although the actual proportion of stock consideration rather than cash consideration to be received in the merger may be materially less), immediately after completion of the merger, former Foot Locker shareholders would own approximately [  ]% of the outstanding shares of common stock of the combined company.

Furthermore, holders of DICK’S Sporting Goods’ Class B common stock, who consist of DICK’S Sporting Goods’ Executive Chairman, Edward W. Stack, his relatives, and various trusts established for the benefit of their families, control a majority of the combined voting power of DICK’S Sporting Goods common stock and DICK’S Sporting Goods Class B common stock and would control the outcome of a vote on any corporate transaction or other matter submitted to DICK’S Sporting Goods stockholders for approval, including after the merger. The interests of

the holders of DICK’S Sporting Goods Class B common stock may differ from the interests of DICK’S Sporting Goods common stockholders, including any former Foot Locker shareholders who elect to receive stock consideration in the merger, and such DICK’S Sporting Goods Class B common stockholders may take actions with which other DICK’S Sporting Goods common stockholders disagree.

Consequently, former Foot Locker shareholders will have significantly less influence over the management and policies of DICK’S Sporting Goods than they currently have over the management and policies of Foot Locker.

As a result of the merger, Foot Locker shareholders will no longer be stockholders of Foot Locker. Former Foot Locker shareholders who elect to receive stock consideration in the merger will become DICK’S Sporting Goods common stockholders, and their rights as DICK’S Sporting Goods common stockholders will be governed by the terms of DICK’S Sporting Goods’ governing corporate documents. See the section entitled “Comparison of Rights of DICK’S Sporting Goods Stockholders and Foot Locker Shareholders” for a discussion of the different rights associated with DICK’S Sporting Goods common stock.

Upon completion of the merger, the combined company’s business and financial position will differ from the business and financial position of DICK’S Sporting Goods and Foot Locker before the completion of the merger and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently affecting DICK’S Sporting Goods’ and Foot Locker’s results of operations. Accordingly, the market price and performance of the combined company’s common stock is likely to be different from the performance of DICK’S Sporting Goods’ common stock and Foot Locker’s common stock in the absence of the merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the combined company’s common stock, regardless of actual operating performance. In addition, if former Foot Locker shareholders sell substantial amounts of the combined company’s common stock in the public market following consummation of the merger, this could decrease the market price of the combined company’s common stock.

DICK’S Sporting Goods’ aggregate indebtedness as of May 3, 2025, was approximately $7.38 billion (including approximately $3.08 billion of operating leases). DICK’S Sporting Goods’ pro forma indebtedness as of May 3, 2025, after giving effect to the merger and the anticipated incurrence or assumption of indebtedness in connection therewith, would be as much as approximately $13.03 billion (including approximately $5.47 billion of operating leases) assuming all Foot Locker shareholders receive the cash consideration.

DICK’S Sporting Goods’ substantial indebtedness could have important consequences including:

DICK’S Sporting Goods receives debt ratings from the major credit rating agencies in the United States. Factors that may impact its credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities. Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rating agencies. While DICK’S Sporting Goods is focused on maintaining investment grade ratings from these agencies, it may be unable to do so. Any downgrade in DICK’S Sporting Goods’ credit rating or the ratings of its indebtedness, or adverse conditions in the debt capital markets, could:

Certain of the indebtedness to be incurred in connection with the merger may bear interest at variable interest rates. If interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect DICK’S Sporting Goods’ cash flows.

DICK’S Sporting Goods and Foot Locker’s businesses are and will be subject to the risks described above. In addition, DICK’S Sporting Goods and Foot Locker are, and will continue to be, subject to the risks described in DICK’S Sporting Goods Annual Report for the fiscal year ended February 1, 2025 and Foot Locker’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. The risks described above and in those filings represent all known material risks with respect to DICK’S Sporting Goods’ and Foot Locker’s businesses. See the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified as those that may predict, forecast, indicate or imply future results or performance and by forward-looking words such as “believe,” “anticipate,” “expect,” “estimate,” “predict,” “intend,” “plan,” “project,” “goal,” “will,” “will be,” “will continue,” “will result,” “could,” “may,” “might” or any variations of such words or other words with similar meanings. Any statements about DICK’S Sporting Goods’, Foot Locker’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time, many of which may be beyond DICK’S Sporting Goods’, Foot Locker’s and the combined company’s control. DICK’S Sporting Goods’, Foot Locker’s and the combined company’s future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results. Forward-looking statements include statements regarding, among other things, the timing of the closing of the merger, the benefits of the merger, including future financial and operating results and the combined company’s plans, objectives, expectations, intentions, growth strategies and culture and other statements that are not historical facts.

Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements include, but are not limited to, those identified elsewhere in this proxy statement/prospectus (including in the section entitled “Risk Factors” and the risks factors previously disclosed in DICK’S Sporting Goods’ and Foot Locker’s reports filed with the SEC and incorporated by reference into this proxy statement/prospectus) as well as risks and uncertainties relating to:

These factors are not necessarily all of the factors that could cause DICK’S Sporting Goods’, Foot Locker’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm DICK’S Sporting Goods’, Foot Locker’s or the combined company’s results.

For additional information on DICK’S Sporting Goods and Foot Locker and other factors that could affect DICK’S Sporting Goods’ or Foot Locker’s actual results, see the risk factors set forth in DICK’S Sporting Goods’ and Foot Locker’s filings with the SEC that are incorporated by reference into this proxy statement/prospectus, as described in the section entitled “Where You Can Find More Information.” Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Actual results may differ materially from current projections. Forward-looking statements speak only as of the date that they are made. DICK’S Sporting Goods and Foot Locker disclaim and do not undertake any obligation to update or revise any forward-looking statement in this proxy statement/prospectus, except as required by applicable law or regulation. All of the forward-looking statements made by DICK’S Sporting Goods or Foot Locker contained or incorporated by reference in this proxy statement/prospectus and all subsequent written and oral forward-looking statements concerning DICK’S Sporting Goods, Foot Locker, the merger or other matters attributable to DICK’S Sporting Goods or Foot Locker or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statement above.

DICK’S Sporting Goods, Inc., a Delaware corporation, is a leading omni-channel sporting goods retailer offering an extensive assortment of authentic, high-quality sports equipment, apparel, footwear and accessories. As of February 1, 2025, DICK’S Sporting Goods operated 723 DICK’S Sporting Goods locations across the United States, serving and inspiring its customers to achieve their personal best through interactions with DICK’S Sporting Goods’ dedicated employees, in-store services and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, DICK’S Sporting Goods owns and operates Golf Galaxy, Public Lands, and Going Going Gone! specialty concept stores and offers its products online and through its mobile apps. DICK’S Sporting Goods also owns and operates DICK’S House of Sport and Golf Galaxy Performance Center stores, as well as GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping.

DICK’S Sporting Goods was founded and incorporated in 1948 in New York under the name Dick’s Clothing and Sporting Goods, Inc. when Richard “Dick” Stack, the father of Edward W. Stack, DICK’S Sporting Goods’ Executive Chairman, opened his original bait and tackle store in Binghamton, New York. Edward W. Stack joined his father’s business full-time in 1977 and in 1984 became President and Chief Executive Officer of the then two-store chain. In November 1997, DICK’S Sporting Goods reincorporated as a Delaware corporation, and in April 1999 it changed its name to DICK’S Sporting Goods, Inc.

DICK’S Sporting Goods common stock trades on the NYSE under the symbol “DKS.” The corporate headquarters of DICK’S Sporting Goods are located at 345 Court Street, Coraopolis, Pennsylvania 15108, and its telephone number is (724) 273-3400.

RJS Sub LLC, a New York limited liability company, is a wholly owned subsidiary of DICK’S Sporting Goods. Merger Sub was formed by DICK’S Sporting Goods on May 14, 2025 solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. At the effective time, Merger Sub will be merged with and into Foot Locker, with Foot Locker continuing as the surviving entity in the merger and as a wholly owned subsidiary of DICK’S Sporting Goods. The principal executive offices of Merger Sub are located at c/o DICK’S Sporting Goods, 345 Court Street, Coraopolis, Pennsylvania 15108, and its telephone number is (724) 273-3400.

Foot Locker, Inc., a New York corporation, is a leading footwear and apparel retailer that unlocks the “inner sneakerhead” in all of us. With approximately 2,400 retail stores in 20 countries across North America, Europe, Asia, Australia, and New Zealand, and a licensed store presence in Europe, the Middle East and Asia, Foot Locker has a strong history of sneaker authority that sparks discovery and ignites the power of sneaker culture through its portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos. Foot Locker common stock trades on the NYSE under the symbol “FL.” The corporate headquarters of Foot Locker are located at 330 West 34th Street, New York, New York 10001, and its telephone number is (212) 720-3700.

This proxy statement/prospectus is first being mailed on or about [ ], 2025 and constitutes notice of the special meeting in conformity with the requirements of the NYBCL and the Foot Locker bylaws.

This proxy statement/prospectus is being provided to Foot Locker shareholders as part of a solicitation of proxies by the Foot Locker board of directors for use at the special meeting of Foot Locker shareholders and at any adjournments or postponements of such special meeting. This proxy statement/prospectus provides Foot Locker shareholders with information about the special meeting and should be read carefully in its entirety.

The special meeting will be held on [ ], 2025, beginning at [ ] a.m., Eastern Time, unless postponed to a later date, via live audio webcast at www.virtualshareholdermeeting.com/FL2025SM. To virtually participate in the special meeting, visit www.virtualshareholdermeeting.com/FL2025SM and enter the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the special meeting.

At the special meeting, Foot Locker shareholders will be asked to vote upon the following proposals:

Only the approval of the merger agreement proposal is required for completion of the merger. Foot Locker will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof.

The record date for the determination of shareholders entitled to notice of and to vote at the special meeting is [  ], 2025 (which we refer to as the “record date”).

The special meeting will be a completely virtual meeting of shareholders conducted via live audio webcast through the website described above under the heading “Date, Time and Place of the Special Meeting.” Only Foot Locker shareholders who held shares of record as of the close of business on the record date are entitled to receive notice of and vote at the special meeting and any adjournment or postponement of the special meeting, as long as such shares remain outstanding on the date of the special meeting. Foot Locker’s official stock ownership records will conclusively determine whether a shareholder is a “holder of record” as of the record date.

As of the record date, there were [  ] shares of Foot Locker common stock outstanding (excluding shares of Foot Locker common stock held in treasury by Foot Locker or by any of Foot Locker’s subsidiaries) held by [  ] holders of record and entitled to vote at the Foot Locker special meeting. As of the record date, DICK’S Sporting Goods owned and is entitled to vote [  ] shares of Foot Locker common stock, or approximately [  ]% of the outstanding shares of Foot Locker common stock. Each share of Foot Locker common stock is entitled to one vote on each matter considered at the special meeting.

The list of shareholders entitled to vote at the special meeting will be available for review at the special meeting upon request by any Foot Locker shareholder entitled to vote at the special meeting.

As of the record date, Foot Locker directors and executive officers, as a group, owned and were entitled to vote [  ] shares of Foot Locker common stock, or approximately [  ]% of the outstanding shares of Foot Locker common stock. Foot Locker currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement/prospectus, although none of the directors and executive officers are obligated to do so.

In order to conduct any business at the special meeting, a quorum must be present virtually or represented by proxy. Holders of shares representing at least a majority of the total outstanding shares of Foot Locker common stock on the record date entitled to vote at the special meeting, represented virtually or by proxy, constitute a quorum. Shareholders choosing to abstain from voting will be treated as present for purposes of determining whether a quorum is present, but will not be counted as votes cast “FOR” any matter.

Banks, brokerage firms and other nominees who hold shares in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. Under applicable stock exchange rules, your bank, brokerage firm or other nominee cannot vote your shares of Foot Locker common stock on “non-routine” matters without your instructions. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a broker “non-vote” occurs. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, brokerage firm or other nominee has discretionary authority. It is expected that all proposals to be voted at the Foot Locker special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the Foot Locker special meeting. Accordingly, if you do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Foot Locker common stock at the special meeting, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals at the special meeting. Foot Locker strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) participate in the special meeting, or (2) have voted via the Internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

The votes required for each proposal are as follows:

Proposal 1—The Merger Agreement Proposal. The affirmative vote, virtually or by proxy, of holders of at least two-thirds (2/3rds) of the outstanding shares of Foot Locker common stock entitled to vote on the merger agreement proposal is required to approve the merger agreement proposal. If you are a Foot Locker shareholder on the record date and take any action other than voting (or causing your shares to be voted) “FOR” the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal. For example, if you fail to instruct your bank, brokerage firm or other nominee to vote, it will have the same effect as a vote “AGAINST” the merger agreement proposal.

Proposal 2—The Merger-Related Compensation Proposal. Assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, virtually or by proxy, is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal. If you are a Foot Locker shareholder on the record date and you (i) participate in the special meeting virtually but fail to vote, (ii) mark your proxy card or voting instruction card to abstain, (iii) do not participate in the special meeting, virtually or by proxy, or (iv) do not vote or instruct your bank, brokerage firm or other nominee how to vote your shares, there will be no effect on the merger-related compensation proposal.

Proposal 3—The Adjournment Proposal. The affirmative vote of a majority of the votes cast at the special meeting, virtually or by proxy, is required to approve the adjournment proposal. If you are a Foot Locker shareholder

on the record date and you (i) participate in the special meeting virtually but fail to vote, (ii) mark your proxy card or voting instruction card to abstain, (iii) do not participate in the special meeting, virtually or by proxy, or (iv) do not vote or instruct your bank, brokerage firm or other nominee how to vote your shares, there will be no effect on the adjournment proposal.

Foot Locker shareholders of record may vote their shares of Foot Locker common stock or submit a proxy to have their shares of Foot Locker common stock voted at the special meeting in one of the following ways:

Whether or not you plan to participate in the special meeting, Foot Locker urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the Internet, prior to the special meeting to ensure that your shares of Foot Locker common stock will be represented and voted at the special meeting if you are unable to participate.

The Foot Locker board of directors has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of Foot Locker shareholders. If you are a shareholder of record and you authorize these proxy holders to vote your shares of Foot Locker common stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a shareholder of record and you authorize these proxy holders to vote your shares but do not specify how your shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the Foot Locker board of directors recommends, except if you indicate that you wish to vote against the merger agreement proposal, in which case your shares of Foot Locker common stock will only be voted in favor of the merger-related compensation proposal and the adjournment proposal if you indicate that you wish to vote in favor of such proposals. If any other matter properly comes before the special meeting, these proxy holders will vote on that matter in their discretion.

If, as of the record date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares, and the proxy notice was sent directly to you by Foot Locker. If, as of the record date, your shares were held in an account at a bank, brokerage firm or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy notice was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the special meeting. As a beneficial owner, you must direct your bank, brokerage firm or other nominee on how to vote the shares of Foot Locker common stock held in your account and you will receive instructions from your bank, brokerage firm or other nominee describing how to vote your shares of Foot Locker common stock. The availability of Internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

If you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Foot Locker common stock with respect to “non-routine” matters, a broker “non-vote” occurs with respect to those matters. Under applicable stock exchange rules, the organization that holds your shares of Foot Locker common stock (i.e., your bank, brokerage firm or other nominee) may generally vote on routine matters at its discretion but cannot vote your shares on “non-routine” matters without your instructions. The merger agreement

proposal, the merger-related compensation proposal and the adjournment proposal will be considered “non-routine.” Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Foot Locker common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. If you are a beneficial holder, Foot Locker strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

Foot Locker shareholders of record may revoke their proxies at any time prior to the voting at the special meeting in any of the following ways:

Foot Locker beneficial owners of shares held in “street name” may change their voting instructions only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

Foot Locker will pay for the proxy solicitation costs related to the special meeting. In addition to sending and making available these materials, some of Foot Locker’s directors, officers and employees may solicit proxies in person by contacting Foot Locker shareholders by telephone or over the Internet. Foot Locker shareholders may also be solicited by press releases issued by Foot Locker, postings on Foot Locker’s websites and advertisements in periodicals. None of Foot Locker’s directors, officers or employees will receive additional compensation for their solicitation services. Foot Locker has engaged Innisfree to assist in the solicitation of proxies for the special meeting. Foot Locker estimates that it will pay Innisfree a fee of approximately $75,000, plus reasonable out-of-pocket expenses. Certain banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries who hold shares for the benefit of another party may solicit proxies for Foot Locker. If so, they will mail proxy information to, or otherwise communicate with, the beneficial owners of shares of Foot Locker common stock held by them. Foot Locker will also reimburse banks, brokerage firms, custodians, trustees, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Foot Locker common stock.

The special meeting may be adjourned by the holders of Foot Locker common stock present at the meeting if sufficient votes are cast in favor of the adjournment proposal, whether or not there is a quorum.

Notice need not be given of any adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting. If, after any adjournment, the Foot Locker board of directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting must be given to each shareholder of record on the new record date.

You may call Innisfree, the firm assisting Foot Locker with the solicitation of proxies, toll-free at (866) 239-1762 with any questions about the special meeting, the merger, the proposals or this proxy statement/prospectus, if you would like additional copies of the proxy statement/prospectus, if you need to obtain proxy cards or other information related to the proxy solicitation or if you need help submitting a proxy or voting your shares of Foot Locker common stock. Banks and brokers may call Innisfree collect at (212) 750-5833.

As discussed throughout this proxy statement/prospectus, Foot Locker is asking its shareholders to approve the merger agreement proposal. Pursuant to the merger agreement, Merger Sub will merge with and into Foot Locker, with Foot Locker surviving the merger and becoming a wholly owned subsidiary of DICK’S Sporting Goods. The merger agreement proposal that Foot Locker is asking its shareholders to approve is the adoption of the merger agreement and approval of the merger. If the merger is completed, Foot Locker will cease to be publicly traded and Foot Locker common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

As described in further detail in the sections entitled “Questions and Answers,” “Summary,” “The Merger” and “The Merger Agreement,” the Foot Locker board of directors has unanimously approved the merger agreement and the merger. For a discussion of certain factors considered by the Foot Locker board of directors in determining to approve the merger agreement and recommend that Foot Locker shareholders vote for the merger agreement proposal, see the section entitled “The Merger—Foot Locker’s Reasons for the Merger; Recommendation of the Foot Locker Board of Directors.” A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. You are urged to read the merger agreement carefully and in its entirety.

The merger is subject to the satisfaction of the conditions set forth in the merger agreement, including approval of the merger agreement proposal by the shareholders of Foot Locker at the special meeting. Accordingly, the approval of the merger agreement proposal by Foot Locker shareholders is a condition to the obligations of DICK’S Sporting Goods and Foot Locker to complete the merger.

The affirmative vote, virtually or by proxy, of holders of at least two-thirds (2/3rds) of the outstanding shares of Foot Locker common stock entitled to vote on the merger agreement proposal is required to approve the merger agreement proposal. As of the record date, DICK’S Sporting Goods owned and is entitled to vote [   ] shares of Foot Locker common stock, or approximately [   ]% of the outstanding shares of Foot Locker common stock.

THE FOOT LOCKER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FOOT LOCKER SHAREHOLDERS VOTE “FOR” THE MERGER AGREEMENT PROPOSAL.

Foot Locker is providing its shareholders with the opportunity to cast a vote, on an advisory (non-binding) basis, to approve the compensation payments that may be paid or become payable by Foot Locker to its named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, in connection with the merger as disclosed in the section entitled “The Merger—Golden Parachute Compensation,” and the accompanying footnotes, and the related narrative disclosure under the section entitled “The Merger—Interests of Foot Locker’s Non-Employee Directors and Executive Officers in the Merger” (referred to as the golden parachute compensation), as required by Section 14A of the Exchange Act.

Through this proposal, Foot Locker is asking its shareholders to indicate their approval, on an advisory (non-binding) basis, of the compensation that Foot Locker’s named executive officers will or may be eligible to receive in connection with the merger as described in the sections of this proxy statement/prospectus referred to above.

You should carefully review the golden parachute compensation information disclosed in the sections of this proxy statement/prospectus referred to above. The Foot Locker board of directors unanimously recommends that Foot Locker shareholders approve the following resolution:

RESOLVED, that the shareholders of Foot Locker approve, solely on an advisory (non-binding basis) the golden parachute compensation that will or may be paid or become payable to Foot Locker’s named executive officers in connection with the merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Merger—Golden Parachute Compensation” and the accompanying footnotes, and the related narrative disclosure under the section entitled “The Merger—Interests of Foot Locker’s Non-Employee Directors and Executive Officers in the Merger.”

The vote on the merger-related compensation proposal is a vote separate and apart from the vote on the merger agreement proposal. Accordingly, you may vote to approve the merger agreement proposal and vote not to approve the merger-related compensation proposal and vice versa. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Foot Locker or DICK’S Sporting Goods. Accordingly, if the merger agreement proposal is approved and the merger is completed, the compensation payments that are contractually required to be paid by Foot Locker to its named executive officers will or may be paid or become payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Foot Locker shareholders on the merger-related compensation proposal.

Assuming a quorum is present, the affirmative vote of a majority of the votes cast at the special meeting, virtually or by proxy, is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal.

THE FOOT LOCKER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FOOT LOCKER SHAREHOLDERS VOTE “FOR” THE MERGER-RELATED COMPENSATION PROPOSAL.

Foot Locker shareholders are being asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal at the time of the special meeting. The adjournment will be subject to the limitations on adjournment set forth in the merger agreement.

If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the merger agreement proposal but do not indicate a choice on the adjournment proposal, your shares of Foot Locker common stock will be voted in favor of the adjournment proposal. If you indicate, however, that you wish to vote against the merger agreement proposal, your shares of Foot Locker common stock will only be voted in favor of the adjournment proposal if you indicate that you wish to vote in favor of the adjournment proposal. If the special meeting is so adjourned, Foot Locker shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use.

The affirmative vote of a majority of the votes cast at the special meeting, virtually or by proxy, is required to approve the adjournment proposal.

THE FOOT LOCKER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FOOT LOCKER SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

This section of the proxy statement/prospectus describes the material aspects of the merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the merger agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the merger. In addition, important information about each of DICK’S Sporting Goods and Foot Locker is included in or incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

Each of DICK’S Sporting Goods’ and Foot Locker’s respective boards of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, and in accordance with the NYBCL and the New York Limited Liability Company Act (which we refer to as the “NYLLCA”), at the effective time, Merger Sub will merge with and into Foot Locker, with Foot Locker continuing as the surviving entity in the merger and becoming a wholly owned subsidiary of DICK’S Sporting Goods. Following the merger, Foot Locker common stock will be delisted from the NYSE and deregistered under the Exchange Act and will cease to be publicly traded.

Foot Locker shareholders are being asked to approve, among other proposals, the merger agreement proposal. See the section entitled “The Merger Agreement” for additional and more detailed information regarding the legal document that governs the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

At the effective time, each share of Foot Locker common stock issued and outstanding immediately prior to the effective time (other than cancelled shares and converted shares) will be converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if a cash election to receive cash consideration has been properly made and not properly changed, revoked or deemed revoked (or if no election has been validly made) or (b) 0.1168 shares of DICK’S Sporting Goods common stock, if a stock election to receive stock consideration has been properly made and not properly changed, revoked or deemed revoked. Foot Locker shareholders may elect a different form of consideration for each share such Foot Locker shareholder owns. Foot Locker shareholders may elect to receive (i) solely the cash consideration, (ii) solely the stock consideration or (iii) if Foot Locker shareholders own more than one share of Foot Locker common stock, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining number of shares.

Foot Locker shareholders will not receive any fractional shares of DICK’S Sporting Goods common stock in the merger. Instead, a Foot Locker shareholder who otherwise would have received a fractional share of DICK’S Sporting Goods common stock upon a stock election will be entitled to receive a cash payment in lieu of such fractional share in an amount determined by multiplying (i) the last reported sale price of DICK’S Sporting Goods common stock on the NYSE (as reported in the Wall Street Journal, or if not reported therein, in another authoritative source mutually selected by DICK’S Sporting Goods and Foot Locker) on the last complete trading day prior to the date of the effective time by (ii) the fraction of a share (after taking into account all shares of Foot Locker common stock held by such holder at the effective time for which the shareholder made a stock election and rounded to the nearest one thousandth when expressed in decimal form) of DICK’S Sporting Goods common stock to which such holder would otherwise be entitled.

If, before the effective time, the outstanding shares of DICK’S Sporting Goods common stock or Foot Locker common stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then any number or amount contained in the merger agreement which is based upon the price of DICK’S Sporting Goods common stock or Foot Locker common stock or the number or fraction of shares of DICK’S Sporting Goods common stock or Foot Locker common stock, as the case may be, will be appropriately adjusted, without duplication, to proportionately reflect any such change.

Based on the number of shares of Foot Locker common stock outstanding or reserved for issuance as of [   ], 2025, DICK’S Sporting Goods could issue up to approximately [   ] shares of DICK’S Sporting Goods common stock to Foot Locker shareholders in connection with the merger if each Foot Locker shareholder makes a stock election. The actual number of shares of DICK’S Sporting Goods common stock to be issued pursuant to the merger will be determined at the completion of the merger based on the exchange ratio, the number of shares of Foot Locker common stock outstanding and reserved for issuance at such time and the number of shares of Foot Locker common stock for which a stock election is made. Based on the up to [   ] shares of DICK’S Sporting Goods common stock that may be issued to Foot Locker shareholders and the number of shares of DICK’S Sporting Goods common stock outstanding as of [   ], 2025, immediately after completion of the merger, former Foot Locker shareholders could own approximately [   ]% of the outstanding shares of DICK’S Sporting Goods common stock if each Foot Locker shareholder makes a stock election for all of such holder’s shares of Foot Locker common stock.

The implied value of the stock consideration to be issued in exchange for each share of Foot Locker common stock for which a stock election is made is $[   ], which was calculated by multiplying the closing price of DICK’S Sporting Goods common stock on [   ], 2025 (the most recent practicable date prior to the date of this proxy statement/prospectus) and the exchange ratio. The implied value of the stock consideration will fluctuate, however, as the market price of DICK’S Sporting Goods common stock fluctuates because the stock consideration is payable in a fixed number of shares of DICK’S Sporting Goods common stock. As a result, the value of the stock consideration that Foot Locker shareholders will receive upon completion of the merger could be greater than, less than or the same as the implied value of the stock consideration on the date of this proxy statement/prospectus, at the time of the Foot Locker special meeting or on the date on which Foot Locker shareholders make their election. However, the cash consideration that Foot Locker shareholders may elect to receive for their shares of Foot Locker common stock will remain at $24.00 (subject to adjustment for certain extraordinary transactions set forth in the merger agreement). Accordingly, DICK’S Sporting Goods and Foot Locker encourage you to obtain current stock price quotations for DICK’S Sporting Goods common stock and Foot Locker common stock before deciding how to vote with respect to the merger agreement proposal or making an election with respect to your shares of Foot Locker common stock.

The Foot Locker board of directors regularly reviews Foot Locker’s results of operations and competitive position in the footwear and apparel retail industry. As part of its review process, the Foot Locker board of directors considers strategic options available to Foot Locker, in light of current economic and regulatory conditions, with a focus on enhancing shareholder value. In connection with these considerations, the Foot Locker board of directors evaluates factors affecting both the footwear and apparel retail industry generally and Foot Locker specifically, including macro-economic factors, consumer preferences and spending patterns and brand partner product offerings.

Prior to the appointment of Mary Dillon as Chief Executive Officer of Foot Locker, effective September 1, 2022, senior executives of DICK’S Sporting Goods and Foot Locker discussed from time to time the potential industrial logic of a combination of DICK’S Sporting Goods and Foot Locker. These discussions did not progress beyond the preliminary stage, did not result in any offers being made, did not involve the sharing of non-public information and did not involve discussion of any potential purchase price.

In March 2023, Foot Locker publicly announced its transformative strategic plan (referred to as the “Lace-Up Plan”), which included, among other things, investments in technology, loyalty programs and its digital sales capabilities, store refreshments and the scaling of re-imagined store concepts and a focus on core banners and high performing locations in order to expand sneaker culture, enhance the customer experience and drive sales growth and profitability. The Lace-Up Plan included aspirational long-term sales goals and EBIT margin targets.

On January 2, 2024, Edward W. Stack, the Executive Chairman of DICK’S Sporting Goods, contacted Ms. Dillon and requested a meeting with her. In his message to Ms. Dillon, Mr. Stack referenced industry trends and noted the potential strategic merit of a combination of Foot Locker and DICK’S Sporting Goods.

Following consultation with Dona Young, Chair of the Foot Locker board of directors, on January 4, 2024, Ms. Dillon and Frank Bracken, Foot Locker’s then Executive Vice President and Chief Commercial Officer (and since March 2025, President of Foot Locker), met with Mr. Stack, Lauren Hobart, Chief Executive Officer of DICK’S Sporting Goods, and Michael Stack, then Vice President, Strategy and Corporate Development of DICK’S Sporting Goods (and since May 2025, Senior Vice President, Footwear & Golf Galaxy), in the Chicago area. At the meeting,

Mr. Stack discussed DICK’S Sporting Goods’ interest in exploring a potential acquisition of Foot Locker. Mr. Stack described DICK’S Sporting Goods’ reasons for exploring a combination of the two companies and certain operational considerations, including that both DICK’S Sporting Goods and Foot Locker would benefit from increased scale, DICK’S Sporting Goods’ interest in global expansion and that, in the event of a combination, DICK’S Sporting Goods envisioned operating the Foot Locker banner independently from DICK’S Sporting Goods’ other banners. Mr. Stack also stated that DICK’S Sporting Goods would be open to considering an acquisition of Foot Locker for all-cash consideration, all-stock consideration or a combination of cash and DICK’S Sporting Goods stock. Ms. Dillon told Mr. Stack that she would discuss DICK’S Sporting Goods’ interest in Foot Locker with Ms. Young and the full Foot Locker board of directors.

On January 11, 2024, the Foot Locker board of directors met by video conference. In attendance at the meeting were representatives of Evercore, which had acted as a financial advisor to Foot Locker prior to Foot Locker’s consideration of the transaction with DICK’S Sporting Goods described in this proxy statement/prospectus. Also in attendance were representatives of Skadden, legal advisor to Foot Locker. At the meeting, Ms. Dillon updated the Foot Locker board of directors on the recent meeting with senior management of DICK’S Sporting Goods. The Foot Locker board of directors discussed DICK’S Sporting Goods’ potential interest in acquiring Foot Locker and also considered the progress that Foot Locker was making against the goals established in the transformative Lace-Up Plan. The Foot Locker board of directors determined that although it is always open to hearing ideas that could enhance shareholder value and would evaluate a proposal if it received one, the Foot Locker board of directors believed that Foot Locker could create more value for Foot Locker shareholders at that time by continuing to focus on the execution of the Lace-Up Plan rather than pursuing a potential transaction, and determined that Foot Locker should not pursue discussions with DICK’S Sporting Goods about an acquisition proposal at that time. The Foot Locker board of directors instructed Ms. Dillon to inform Mr. Stack of the Foot Locker board of directors’ determination.

On January 12, 2024, Ms. Dillon called Mr. Stack and informed him of the Foot Locker board of directors’ views.

On February 26, 2024, Mr. Stack sent a message to Ms. Dillon informing her that DICK’S Sporting Goods’ management and members of the DICK’S Sporting Goods board had discussed a potential combination of DICK’S Sporting Goods and Foot Locker, and that the DICK’S Sporting Goods board had concluded that a further conversation regarding a combination of the two companies was warranted. Mr. Stack requested that Ms. Dillon provide dates for the senior management teams of the two companies to meet, if such a meeting was of interest to Foot Locker.

On February 29, 2024, Ms. Dillon and Mr. Stack spoke by phone. Mr. Stack indicated that DICK’S Sporting Goods would provide a written letter regarding a potential combination of DICK’S Sporting Goods and Foot Locker in two weeks for Foot Locker’s consideration. Mr. Stack also stated that DICK’S Sporting Goods had been conducting public diligence on Foot Locker and thought there were compelling reasons for the two companies to combine.

On March 6, 2024, Foot Locker announced its fourth quarter 2023 earnings results and its fiscal year 2024 outlook, which included a two year delay in the anticipated timing of achieving the Lace-Up Plan’s financial targets. Foot Locker’s share price declined from $34.31, the closing price on March 5, 2024, to $24.24, the closing price on March 6, 2024.

On March 12, 2024, DICK’S Sporting Goods sent a letter to Foot Locker. The March 12 letter expressed the assumption that Foot Locker would not be interested in engaging in discussions at such time, given the market’s reaction to Foot Locker’s recent earnings announcement. The March 12 letter also reiterated DICK’S Sporting Goods’ openness to discussing an acquisition proposal and stated that the price DICK’S Sporting Goods would be willing to pay for Foot Locker would need to reflect the risk and work required to execute the Lace-Up Plan.

On April 11, 2024, while in Paris for vendor meetings, Ms. Dillon and Mr. Stack had a conversation in which Mr. Stack stated that he believed Foot Locker was not interested in receiving an acquisition proposal at that time and that DICK’S Sporting Goods was exploring other potential strategic options. Later in the trip, Mr. Stack requested a meeting with Ms. Young and Ms. Dillon.

On April 23, 2024, JD Sports Fashion plc announced that it had entered into an agreement to acquire Hibbett, Inc. Mr. Stack sent Ms. Dillon a message shortly after the transaction was publicly announced, asking to speak in the next few days.

On April 25, 2024, Mr. Stack and Ms. Dillon spoke and agreed to meet on May 1, 2024 with Ms. Young and Ms. Hobart.

On April 29, 2024, at a meeting of the Foot Locker board of directors, Ms. Dillon reported on her recent conversations with Mr. Stack and informed the Foot Locker board of directors that she and Ms. Young were scheduled to meet with Mr. Stack and Ms. Hobart on May 1, 2024.

On May 1, 2024, Ms. Young and Ms. Dillon met with Mr. Stack and Ms. Hobart in Chicago. After a brief discussion of industry dynamics, Mr. Stack and Ms. Hobart expressed DICK’S Sporting Goods’ interest in acquiring Foot Locker, citing the industrial logic of combining the companies. Mr. Stack stated that DICK’S Sporting Goods would be open to making an all-cash proposal or providing each Foot Locker shareholder with the option to elect to receive cash consideration or a mix of stock and cash consideration. Ms. Young and Ms. Dillon told Mr. Stack and Ms. Hobart that Foot Locker believed its then-current stock price did not appropriately reflect the value of successfully executing the Lace-Up Plan, and that Foot Locker continued to be focused on executing the Lace-Up Plan. As a result, they did not believe it was the right time to engage in discussions about a sale of Foot Locker. Ms. Young and Ms. Dillon both emphasized that the Foot Locker board of directors would always act in the best interests of Foot Locker shareholders and would listen to all ideas that could potentially enhance shareholder value.

Later that day, Ms. Young sent an email to Mr. Stack and Ms. Hobart thanking them for meeting with her and Ms. Dillon and reiterating that the Foot Locker board of directors was focused on maximizing shareholder value, either through the execution of the Lace-Up Plan or through other means. Mr. Stack responded to Ms. Young the following day by e-mail, stating that he believed a combination of Foot Locker and DICK’S Sporting Goods would be beneficial for the shareholders of both companies and that DICK’S Sporting Goods planned to share further thoughts with Foot Locker the following week.

On May 10, 2024, Mr. Stack called Ms. Dillon. On the call, he informed Ms. Dillon that the DICK’S Sporting Goods board had met earlier that day and had discussed a potential acquisition of Foot Locker by DICK’S Sporting Goods. Mr. Stack also informed Ms. Dillon that DICK’S Sporting Goods had begun the process to engage a financial advisor, legal advisor and a consultant and that DICK’S Sporting Goods planned to send the Foot Locker board of directors a written proposal to acquire Foot Locker following DICK’S Sporting Goods’ earnings call on May 29, 2024, and Foot Locker’s earnings call on May 30, 2024.

The Foot Locker board of directors met on May 20, 2024 for a regularly scheduled meeting, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. At the meeting, Ms. Dillon updated the Foot Locker board of directors on recent interactions with senior management of DICK’S Sporting Goods. At the meeting, the Foot Locker board of directors reviewed the complexities and risks to achieving the Lace-Up Plan, the differences between Wall Street analyst estimates and the targets in the Lace-Up Plan, and recent investor feedback to Foot Locker management regarding the timing and achievability of financial targets in the Lace-Up Plan. The Foot Locker board of directors discussed the structural risks inherent in the Foot Locker business model, including the fact that Foot Locker relies heavily on a single product category, with merchandise sourced from a limited number of brand partners and sales highly dependent on consumer enthusiasm for new and innovative product offerings from Foot Locker’s brand partners. The Foot Locker board of directors also discussed the challenges of achieving the Lace-Up Plan, including the lack of certainty with respect to Foot Locker’s ability to achieve the plan’s targets on the timing anticipated in the plan, taking into account the risks inherent in the Foot Locker business model. The Foot Locker board of directors reviewed sensitivities which reflected such challenges to, and risks and uncertainties inherent in, the Lace-Up Plan and the Foot Locker business model.

On June 7, 2024, Foot Locker received a letter from DICK’S Sporting Goods proposing to acquire Foot Locker at a price per share in the range of $31-34, which represented a premium of 20-31% to the closing price of Foot Locker common stock on June 6, 2024, which was $25.88. DICK’S Sporting Goods stated in the letter that it would be willing to pay the purchase price in cash, or in a mix of stock and cash to accommodate Foot Locker’s shareholders’ individual preferences. DICK’S Sporting Goods also stated that its proposal was subject to due diligence and that DICK’S Sporting Goods would consider adjusting the purchase price based on the outcome of its due diligence review. The June 7 letter stated that, at an appropriate time, DICK’S Sporting Goods would like to

speak with a brand partner that DICK’S Sporting Goods considered to be important to the success of Foot Locker regarding a potential acquisition of Foot Locker by DICK’S Sporting Goods. In the June 7 letter, DICK’S Sporting Goods proposed entering into an exclusivity period with Foot Locker and requested a response to its proposal by June 21, 2024.

Also on June 7, 2024, Foot Locker entered into an engagement letter with Evercore to act as its financial advisor in connection with Foot Locker’s consideration of a potential transaction with DICK’S Sporting Goods.

On June 10, 2024, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. The Foot Locker board of directors discussed the letter from DICK’S Sporting Goods with Foot Locker management and Foot Locker’s financial and legal advisors, including the statement that DICK’S Sporting Goods would consider adjusting the purchase price in its proposal based on the outcome of its due diligence. The Foot Locker board of directors also reviewed management’s most recent forecasts and two illustrative sensitivity cases, as well as the assumptions underlying each, and discussed the risks inherent in Foot Locker’s business model, the challenges to achieving the targets set forth in the Lace-Up Plan on the plan’s anticipated timeline and the differences between Wall Street analyst estimates and the targets in the Lace-Up Plan. The Foot Locker board of directors discussed possible responses to DICK’S Sporting Goods, including the timing of a response and whether to provide due diligence material to DICK’S Sporting Goods. The Foot Locker board of directors discussed a two-phased process, in which a limited amount of confidential information would be shared with DICK’S Sporting Goods in the first phase of the process and additional information would be shared only if DICK’S Sporting Goods expressed a willingness to increase its proposed purchase price. The Foot Locker board of directors authorized management to enter into a confidentiality agreement with DICK’S Sporting Goods and, upon execution of a confidentiality agreement, to provide DICK’S Sporting Goods with a limited amount of confidential information.

On June 13, 2024, Ms. Dillon called Mr. Stack. Ms. Dillon informed Mr. Stack that the Foot Locker board of directors had authorized management to share a limited amount of confidential information with DICK’S Sporting Goods under a two-phased approach, and that Foot Locker would be sending DICK’S Sporting Goods a draft confidentiality agreement. Ms. Dillon and Mr. Stack tentatively scheduled management diligence meetings for June 21, 2024.

On June 14, 2024, Ms. Dillon sent Mr. Stack a confidentiality agreement which included, among other terms, a 24-month standstill period. The confidentiality agreement did not include a “don’t ask, don’t waive” provision.

On June 17, 2024, Mr. Stack sent Ms. Dillon a list of questions for discussion at the tentatively scheduled in-person management session.

Also on June 17, 2024, Elizabeth Baran, General Counsel of DICK’S Sporting Goods, sent a revised draft of the confidentiality agreement to Jennifer L. Kraft, General Counsel of Foot Locker. The revised draft included an exclusivity provision and a three month standstill period.

On June 18, 2024, Skadden responded to WLRK, legal advisor to DICK’S Sporting Goods, regarding the revised draft of the confidentiality agreement. The revised draft confidentiality agreement from Skadden included an 18-month standstill period and deleted the exclusivity provision.

On June 19, 2024, Ms. Kraft and Ms. Baran had a call to discuss the confidentiality agreement. On the call, Ms. Baran told Ms. Kraft that DICK’S Sporting Goods would not agree to a standstill period of longer than three months.

Also on June 19, 2024, Mr. Stack called Ms. Dillon. Mr. Stack told Ms. Dillon that DICK’S Sporting Goods would not agree to a lengthy standstill period. He also stated that DICK’S Sporting Goods was very serious about its interest in Foot Locker.

Also on June 19, 2024, Evercore submitted a customary relationship disclosure letter to the Foot Locker board of directors (which letter was subsequently updated and submitted to the Foot Locker board of directors on September 14, 2024, April 17, 2025 and May 13, 2025), for the Foot Locker board of directors’ consideration at its next meeting.

On June 20, 2024, Ms. Dillon called Mr. Stack to discuss the standstill period in the confidentiality agreement. Ms. Dillon told Mr. Stack that she would ask the Foot Locker board of directors if they would be willing to agree

to a standstill period of twelve months. Mr. Stack told Ms. Dillon that he would discuss the duration of the standstill period with the DICK’S Sporting Goods management team and would revert with a response. Ms. Dillon and Mr. Stack agreed to cancel the previously scheduled June 21, 2024 meeting.

On June 25, 2024, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Ms. Dillon and the representatives of Evercore updated the Foot Locker board of directors on the interactions between DICK’S Sporting Goods and Foot Locker and representatives of Skadden described the negotiations with respect to open issues in the confidentiality agreement, which included the duration of the standstill period and the request for a three-month exclusivity period. The Foot Locker board of directors discussed potential responses to DICK’S Sporting Goods, as well as the possibility that DICK’S Sporting Goods would make its proposal to acquire Foot Locker public. In addition, after reviewing the relationship disclosure letter provided by Evercore, the Foot Locker board of directors concluded that there were no conflicts of interest that would impede Evercore’s ability to serve as Foot Locker’s financial advisor.

On July 12, 2024, Mr. Stack called Ms. Dillon and informed her that DICK’S Sporting Goods would drop its request for exclusivity, but it would not change its position on the duration of the standstill period. He also stated that if Foot Locker did not want to engage with DICK’S Sporting Goods, DICK’S Sporting Goods was prepared to make its proposal to acquire Foot Locker public. Ms. Dillon told Mr. Stack that the Foot Locker board of directors was open to engaging with DICK’S Sporting Goods, but that the Foot Locker board of directors required a confidentiality agreement with an acceptable standstill period. Ms. Dillon and Mr. Stack agreed to speak again the following week.

Also on July 12, 2024, Ms. Dillon, members of Foot Locker management and representatives of Evercore and Skadden updated Ms. Young on the recent discussions with DICK’S Sporting Goods regarding the duration of the standstill period in the confidentiality agreement. Ms. Young, Foot Locker management and Foot Locker’s legal and financial advisors discussed the potential benefits of keeping DICK’S Sporting Goods from making a public proposal for three months, permitting the parties to privately negotiate an acquisition agreement.

On July 15, 2024, Ms. Dillon called Mr. Stack and asked that DICK’S Sporting Goods consider a standstill period that was longer than three months. Mr. Stack suggested that DICK’S Sporting Goods would be willing to agree to a four-month standstill period but no longer than this.

On July 18, 2024, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Ms. Dillon conveyed to the Foot Locker board of directors her recent conversations with Mr. Stack, including DICK’S Sporting Goods’ willingness to make its proposal to acquire Foot Locker public if Foot Locker did not agree to a short standstill period. The Foot Locker board of directors discussed whether Foot Locker should agree to a four-month standstill period, considered the potential for DICK’S Sporting Goods to make its interest in Foot Locker public, and the benefits of conducting merger negotiations privately. The Foot Locker board of directors also discussed the due diligence process and that Foot Locker could initially share limited information with DICK’S Sporting Goods, and only share more detailed information when, and if, Foot Locker received an improved proposal from DICK’S Sporting Goods. The Foot Locker board of directors also discussed the possibility that if Foot Locker and DICK’S Sporting Goods did not reach an agreement, DICK’S Sporting Goods could use the information it received in furtherance of an unsolicited offer to acquire Foot Locker. The Foot Locker board of directors authorized management to enter into a confidentiality agreement with DICK’S Sporting Goods which included a four-month standstill period, and to schedule a meeting between senior management of the two companies once a confidentiality agreement was executed.

On July 19, 2024, Ms. Dillon called Mr. Stack and told him that the Foot Locker board of directors had agreed to the four-month standstill period. Later that day, Skadden sent a revised draft of the confidentiality agreement to WLRK. The parties continued to negotiate the final terms of the confidentiality agreement.

On July 25, 2024, Foot Locker and DICK’S Sporting Goods entered into a confidentiality agreement which included a four-month standstill period. The confidentiality agreement did not include a “don’t ask, don’t waive” provision.

On July 26, 2024, Mr. Stack, Ms. Dillon and members of senior management of Foot Locker and DICK’S Sporting Goods met in Palm Beach, Florida, with representatives of Goldman Sachs, which acted as financial advisor to DICK’S Sporting Goods in connection with a potential acquisition of Foot Locker, and Evercore in attendance. At the meeting, the management teams discussed the Lace-Up Plan, Foot Locker’s financial model (on an aggregated basis) through fiscal year 2028, and Foot Locker’s technology platform, real estate, and new format stores.

On August 1, 2024, the Foot Locker board of directors met via video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Ms. Dillon and representatives of Evercore updated the Foot Locker board of directors on recent interactions with DICK’S Sporting Goods and the topics covered in the management due diligence meeting.

On the morning of August 28, 2024, Foot Locker announced its second quarter 2024 earnings results. Foot Locker’s share price declined from $32.81, the closing price on August 27, 2024, to $29.45, the closing price on August 28, 2024.

On September 4, 2024, Mr. Stack called Ms. Dillon and informed her that DICK’S Sporting Goods was planning to send a letter with an updated proposal the following day.

On September 5, 2024, Foot Locker received a letter from DICK’S Sporting Goods proposing the acquisition of Foot Locker by DICK’S Sporting Goods at a purchase price of $37.00 per share. DICK’S Sporting Goods stated in the letter that it would be willing to pay the purchase price in cash, or in a mix of stock and cash to accommodate Foot Locker’s shareholders’ individual preferences. The letter included a request for a response by September 16, 2024.

On September 6, 2024, Ms. Young sent a note to Mr. Stack telling him that the Foot Locker board of directors was taking the DICK’S Sporting Goods proposal seriously.

On September 15, 2024, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Representatives of Skadden reviewed with the Foot Locker board of directors its fiduciary duties in the context of evaluating the proposal from DICK’S Sporting Goods. Representatives of Evercore reviewed the financial terms of the revised DICK’S Sporting Goods proposal delivered on September 5, 2024. The Foot Locker board of directors discussed the challenges of achieving the Lace-Up Plan targets, taking into account the structural risks inherent in the Foot Locker business model, the assumptions underlying the plan, the risks associated with the execution of the Lace-Up Plan, the investment required under the plan, the anticipated timing of achieving the benefits of the plan and the differences between Wall Street analyst estimates and the targets in the Lace-Up Plan. Representatives of Evercore discussed with the Foot Locker board of directors Evercore’s preliminary views on Foot Locker’s valuation, which included a preliminary review of various illustrative financial metrics. Representatives of Evercore also presented preliminary perspectives on the potential pro forma capital structure of the combined company to assist the Foot Locker board of directors in determining whether stock and cash consideration (as opposed to solely cash consideration) would be attractive to the Foot Locker shareholders. The Foot Locker board of directors reviewed strategic alternatives, including a continued focus on the execution of the Lace-Up Plan, potential joint ventures, divestitures and acquisitions, as well as operational transformation projects, modifications to Foot Locker’s capital structure and/or capital return program, potential capital market transactions, potential minority investments (including minority investments by private investors) and potential licensing partnerships and whether other strategic or financial buyers could have potential interest in acquiring Foot Locker, as well as risks and challenges related to pursuing one or all of these alternatives. The Foot Locker board of directors discussed a potential response to DICK’S Sporting Goods, including the Foot Locker board of directors’ preference for all-cash consideration and discussed a plan to communicate to DICK’S Sporting Goods that it should pay a higher purchase price for Foot Locker because it would retain the benefits of potential synergies in an all-cash transaction. The Foot Locker board of directors also discussed the differences between Wall Street analyst estimates and the targets in the Lace-Up Plan, its belief that Foot Locker was undervalued by the market at such time because the market was not taking into account the Lace-Up Plan, and that the purchase price should reflect the intrinsic value of Foot Locker, giving effect to the Lace-Up Plan. The Foot Locker board of directors instructed Ms. Dillon to inform DICK’S Sporting Goods that the Foot Locker board of directors would agree to continue transaction negotiations on the basis of a sale transaction that valued Foot Locker at $41.00 per share. In addition, after reviewing an updated version of Evercore’s customary relationship disclosure letter with representatives of Skadden, the Foot Locker board of directors again concluded that there were no conflicts of interest that would impede Evercore’s ability to continue to serve as Foot Locker’s financial advisor.

On September 16, 2024, Ms. Dillon called Mr. Stack and informed him of the Foot Locker board of directors’ response including the Foot Locker board’s view that Foot Locker was undervalued by the market at such time because the market was not taking into account the Lace-Up Plan and that the diligence conducted by DICK’S

Sporting Goods would validate a higher value for Foot Locker. Mr. Stack told Ms. Dillon that he would take the counterproposal to the DICK’S Sporting Goods board. He also stated that DICK’S Sporting Goods may not be willing to pay $41.00 per share and committed to get back to Ms. Dillon later that week.

On September 18, 2024, Ms. Dillon and Mr. Stack had a call in which Mr. Stack informed Ms. Dillon that DICK’S Sporting Goods’ proposal currently remained at $37.00 per share but that DICK’S Sporting Goods would further assess its proposed purchase price following additional due diligence including regarding progress on the Lace-Up Plan.

The Foot Locker board of directors met on September 23, 2024 by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. At the meeting, Ms. Dillon provided the Foot Locker board of directors with an update on the recently announced CEO succession at an important Foot Locker brand partner, and the impact that challenges at, and recent performance of, such brand partner could have on Foot Locker’s results for the remainder of the year. Ms. Dillon and the representatives of Evercore updated the Foot Locker board of directors on recent communications between Ms. Dillon and Mr. Stack. The Foot Locker board of directors discussed the additional due diligence requested by DICK’S Sporting Goods and whether to permit additional diligence without an agreement on price. The Foot Locker board of directors also discussed its belief that DICK’S Sporting Goods should increase its purchase price to take into account synergies that would be available to DICK’S Sporting Goods in an all-cash transaction. The Foot Locker board of directors instructed Ms. Dillon to tell Mr. Stack that the Foot Locker board of directors would not authorize further due diligence on Foot Locker until DICK’S Sporting Goods put its best foot forward on price. The Foot Locker board of directors also instructed Evercore to deliver the same message to Goldman Sachs.

On September 25, 2024, Ms. Dillon called Mr. Stack to communicate the Foot Locker board’s message and reiterated that a higher price would be supported by DICK’S Sporting Goods’ diligence review of Foot Locker. Mr. Stack responded that he would discuss Foot Locker’s response with the DICK’S Sporting Goods board and get back to Ms. Dillon early the following week. Also on the same day, representatives of Evercore delivered the same message to representatives of Goldman Sachs.

On September 27, 2024, Mr. Stack called Ms. Dillon and proposed a purchase price of $40.00 per share, stating that this was DICK’S Sporting Goods best and final offer, that it was subject to diligence and that DICK’S Sporting Goods required 60 days of due diligence commencing on October 7, 2024. He asked for a response by September 30, 2024.

On September 29, 2024, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Ms. Dillon and Mr. Bracken provided the Foot Locker board of directors with a business update, including information about the recently announced CEO succession and performance issues at an important Foot Locker brand partner, and the resulting near-term challenges such changes created for Foot Locker and the ability to achieve the objectives of the Lace-Up Plan in light of the structural risks inherent in Foot Locker’s business model. Mike Baughn, Executive Vice President and Chief Financial Officer of Foot Locker, provided an update on operating performance, including weaker than expected operating performance in September, particularly in Foot Locker’s international business. Representatives of Evercore reviewed the financial terms of the offer of $40.00 per share received from DICK’S Sporting Goods on September 27, 2024. During the discussion, representatives of Evercore reviewed with the Foot Locker board of directors Evercore’s preliminary views on Foot Locker’s valuation applying the same methodologies and financial metrics presented to the Foot Locker board of directors on September 15, 2024, including the sensitivities and risks associated with achieving the targets set forth in the Lace-Up Plan, updated to compare the implied valuation ranges of DICK’S Sporting Goods’ September 5, 2024 proposal to DICK’S Sporting Goods’ September 27, 2024 proposal. The Foot Locker board of directors discussed other potential strategic bidders for Foot Locker with the representatives of Evercore, and whether or not any such companies would have interest in acquiring Foot Locker. The Foot Locker board of directors also discussed whether Foot Locker should reach out to other potential strategic parties and determined not to reach out to strategic acquirers at this time in light of the risk of a public disclosure of such outreach and the low likelihood that other strategic acquirers would have strategic interest in, or the financial capacity required to complete, an acquisition of Foot Locker. The Foot Locker board of directors authorized Ms. Dillon to inform Mr. Stack that the Foot Locker board of directors would be supportive of providing Dick’s Sporting Goods with access to additional diligence materials in furtherance of a transaction at $40.00 per share.

Following the Foot Locker board of directors meeting, Ms. Dillon called Mr. Stack and told him that the Foot Locker board of directors was supportive of DICK’S Sporting Goods conducting due diligence on Foot Locker in furtherance of a transaction at a price of $40.00 per share.

Throughout October and early November 2024, DICK’S Sporting Goods and its financial and legal advisors and consultants conducted an extensive due diligence review of Foot Locker, including a focus on its execution of the Lace-Up Plan. The due diligence review included several in-person and virtual due diligence sessions with members of Foot Locker management, including two all-day management meetings in New York City, and a review of numerous documents provided by Foot Locker in an online data room.

On October 31, 2024, WLRK sent an initial draft merger agreement to Skadden.

On November 1, 2024, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Ms. Dillon and Mr. Baughn provided the Foot Locker board of directors with an update on Foot Locker’s anticipated third quarter results, noting that third quarter results would likely be at the low end of the guidance range previously provided to investors. Mr. Baughn also noted the effect of the continued weakness at an important Foot Locker brand partner on Foot Locker’s progress under the Lace-Up Plan. Representatives of Skadden described the key issues and considerations in the draft merger agreement received from WLRK, including the lack of any commitment by DICK’S Sporting Goods to take actions to obtain antitrust clearance for the merger, the absence of a reverse termination fee and the requirement that Foot Locker pay an expense reimbursement fee to DICK’S Sporting Goods if Foot Locker shareholders do not approve the merger agreement.

On November 6, 2024, Skadden sent a revised draft of the merger agreement to WLRK, which included a reduced termination fee, required enhanced efforts by DICK’S Sporting Goods to obtain antitrust approvals, introduced a reverse termination fee and removed the provision requiring an expense reimbursement fee if Foot Locker shareholders did not approve the merger agreement.

On November 15, 2024, Mr. Stack called Ms. Dillon and informed her that DICK’S Sporting Goods had decided not to move forward with the proposed transaction at this time on the basis that its due diligence revealed that Foot Locker required a much more significant turnaround effort than it had anticipated prior to diligence. Mr. Stack told Ms. Dillon that, following DICK’S Sporting Goods’ extensive due diligence of Foot Locker, DICK’S Sporting Goods’ management and financial advisors had not been able to validate Foot Locker management’s financial case that is core to successful execution of the Lace-Up Plan and was the basis for the $40.00 per share proposal. Mr. Stack further stated that he believed there was significant work to be done and investments of financial and human capital that would be required to restore Foot Locker’s profitability and highlighted certain of the challenges and execution risks to the Lace-Up Plan that had been identified through diligence. Ms. Dillon promptly updated the Foot Locker board of directors of DICK’S Sporting Goods’ decision.

On November 18, 2024, Ms. Kraft sent a letter to Ms. Baran, requesting that DICK’S Sporting Goods return or destroy the confidential information previously provided by Foot Locker to DICK’S Sporting Goods. Ms. Baran responded to the letter on November 26, 2024, confirming that Foot Locker confidential information had been destroyed by DICK’S Sporting Goods in accordance with the confidentiality agreement.

On the morning of December 4, 2024, Foot Locker announced its third quarter 2024 earnings results and lowered its full-year 2024 sales and earnings per share guidance. Foot Locker’s share price declined from $24.17, the closing price on December 3, 2024, to $22.02, the closing price on December 4, 2024.

On February 18, 2025, the Foot Locker board of directors met with members of Foot Locker management and representatives of Evercore in attendance. The Foot Locker board of directors reviewed Foot Locker’s progress against the targets set forth in the Lace-Up Plan. The Foot Locker board of directors discussed the impact of the inflationary environment, consumer sentiment and pressure on discretionary spending, lack of innovation in athletic apparel and footwear categories and lagging international consumer confidence on the achievability of the targets set forth in the Lace-Up Plan. The Foot Locker board of directors discussed the structural risks inherent in the Foot Locker business model, including the fact that Foot Locker relies heavily on a single product category, with merchandise sourced from a limited number of brand partners and sales highly dependent on consumer enthusiasm for new and innovative product offerings from Foot Locker’s brand partners. The Foot Locker board of directors discussed the challenges of achieving the Lace-Up Plan targets taking into account the risks inherent in the Foot Locker business model, and the then-current economic environment.

On March 5, 2025, Foot Locker announced its fourth quarter 2024 earnings results, issued its outlook for 2025 and stated that Foot Locker expected ongoing pressure on margin recovery and another year of significant investment in pursuit of its transformative Lace-Up Plan. The outlook for 2025 was meaningfully lower than financial information shared with DICK’S Sporting Goods during its due diligence review in October and November of 2024.

On March 13, 2025, Ms. Dillon received a message from Mr. Stack, requesting a call with Ms. Dillon and informing her that Foot Locker would be receiving a letter from DICK’S Sporting Goods the next day regarding an offer to acquire Foot Locker reflecting Foot Locker’s recently announced earnings results.

On March 14, 2025, Foot Locker received a letter from DICK’S Sporting Goods setting forth a proposal to acquire Foot Locker at a price of $24.00 per share. The letter noted that Foot Locker’s declining stock price and recent analyst reports following its fourth quarter earnings call reflected a lack of confidence in Foot Locker’s ability to achieve the Lace-Up Plan on a stand-alone basis and were consistent with the conclusions that DICK’S Sporting Goods had reached following its extensive diligence investigation and shared with Foot Locker when it terminated discussions in November 2024. The letter further explained that DICK’S Sporting Goods believed that DICK’S Sporting Goods had the expertise, brand partner relationships and credibility to restore Foot Locker to its rightful position in the industry and to turn around its business and that the $24.00 offer reflected the significant work, effort and investment that would be required. In the letter, DICK’S Sporting Goods indicated that it would only require limited additional due diligence to confirm that there had been no material changes beyond what had been reported publicly and that DICK’S Sporting Goods and its advisors were prepared to quickly re-engage with Foot Locker and its advisors and finalize a merger agreement. DICK’S Sporting Goods requested a response no later than March 20, 2025, indicating that time was of the essence given the challenges facing Foot Locker’s business.

On March 16, 2025, Ms. Dillon and Mr. Stack spoke by phone. Mr. Stack stated that DICK’S Sporting Goods was interested in an acquisition of Foot Locker but was not willing to transact at the price discussed by the parties prior to the termination of discussions by DICK’S Sporting Goods in November 2024 following its diligence investigation that had resulted in significant concerns about the challenges facing Foot Locker’s business and operations, including Foot Locker’s ability to achieve the Lace-Up Plan targets. He also stated that DICK’S Sporting Goods believed that significant investment would be required by DICK’S Sporting Goods to meaningfully improve the state of the Foot Locker business and that DICK’S Sporting Goods would be able to make those investments if it acquired Foot Locker at the proposed $24.00 purchase price and expressed the need to move quickly. Ms. Dillon informed Mr. Stack that she had sent the DICK’S Sporting Goods letter to the Foot Locker board of directors and that the Foot Locker board of directors would consider the proposal set forth in the letter, and the context provided by Mr. Stack, with its legal and financial advisors.

On March 19, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. The Foot Locker board of directors discussed the information it would require in order to fully evaluate the proposal from DICK’S Sporting Goods, including additional analysis from Foot Locker’s management, working with Evercore, with respect to the assumptions underlying Foot Locker’s long term plan, taking into account consumer sentiment, delays in the repositioning of an important Foot Locker brand partner, macroeconomic trends and the structural risks inherent in Foot Locker’s business model. The Foot Locker board of directors also requested additional analysis from Foot Locker’s management, working with Evercore, on opportunities for divestitures, partnerships, operational transformation projects, modifications to Foot Locker’s capital structure and/or capital return program, potential capital market transactions, potential minority investments (including minority investments by private investors) and licensing arrangements, as well as a review of other potential counterparties that could have an interest in acquiring Foot Locker. The Foot Locker board of directors determined that it was important to have sufficient time to fully consider the additional information it was requesting from management and Evercore, and instructed Ms. Dillon to inform Mr. Stack that the Foot Locker board of directors required additional analysis in order to evaluate the proposal from DICK’S Sporting Goods and that Foot Locker would respond to the proposal once the Foot Locker board of directors had completed such evaluation.

On March 21, 2025, Ms. Dillon called Mr. Stack and informed him that the Foot Locker board of directors was taking the proposal from DICK’S Sporting Goods seriously but would need more time to complete its analysis before it would be in a position to respond to the proposal. In response, Mr. Stack reiterated DICK’S Sporting Goods’ interest in acquiring Foot Locker and told Ms. Dillon that, in the absence of meaningful engagement from Foot Locker, DICK’S Sporting Goods would consider making public its proposal to acquire Foot Locker.

Also on March 21, 2025, Ms. Young sent an email to Mr. Stack stating that the Foot Locker board of directors had requested additional analyses from Foot Locker’s management, working with Evercore, was taking the proposal from DICK’S Sporting Goods seriously and would respond thoughtfully and promptly.

On March 23, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. At the meeting, the Foot Locker board of directors reviewed additional information on risks to Foot Locker’s long term plan and business model. The Foot Locker board of directors reviewed assumptions with respect to margin expansion, sales of products from an important Foot Locker brand partner, and sales growth by banner and geography. The Foot Locker board of directors discussed the achievability of the assumptions and the potential impact on the Foot Locker business if margins continued to be challenged, combined with a slower recovery in sales of products from an important Foot Locker brand partner. The Foot Locker board of directors also discussed the current retail environment, including the development of additional headwinds that appeared to be worse than Foot Locker management had expected when the Foot Locker board of directors reviewed the achievability of targets set forth in the transformative Lace-Up Plan at the February 18, 2025 board meeting, taking into account the structural risks inherent in Foot Locker’s business model, which relied heavily on a single product category, with merchandise sourced from a limited number of brand partners and sales highly dependent on consumer enthusiasm for new and innovative product offerings from Foot Locker’s brand partners. The Foot Locker board of directors discussed incorporating risks relating to lower margin expansion, a decreased level of sales of products from an important Foot Locker brand partner and slower international growth into a long term forecast for Foot Locker that would reflect Foot Locker management’s current assessment of risks to the business. The Foot Locker board of directors also reviewed strategic alternatives that could be available to Foot Locker, including a continued focus on the execution of the Lace-Up Plan, potential joint ventures and divestitures, as well as operational transformation projects, modifications to Foot Locker’s capital structure and/or capital return program, potential capital market transactions, potential minority investments (including minority investments by private investors) and potential licensing partnerships and considered whether other strategic or financial buyers could have potential interest in acquiring Foot Locker. The Foot Locker board of directors instructed Foot Locker management to develop a long term forecast which illustrated the most likely base case in the current environment through fiscal year 2028, incorporating the risks discussed by the Foot Locker board of directors and management, including the structural risks associated with Foot Locker’s business model. The Foot Locker board of directors instructed Ms. Dillon to inform Mr. Stack that the Foot Locker board of directors was continuing to review the proposal from DICK’S Sporting Goods and would respond to DICK’S Sporting Goods when it had concluded this review.

On March 24, 2025, Ms. Dillon called Mr. Stack and informed him that the Foot Locker board of directors was continuing to review the proposal from DICK’S Sporting Goods and that DICK’S Sporting Goods should expect to receive a response from the Foot Locker board of directors by the end of the week of March 31, 2025.

On March 25, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. At the meeting, Foot Locker management presented its long term financial forecast (the “management case,” which is referred to as the “Foot Locker management financial projections” in the section entitled “Certain Financial Projections Utilized by the Foot Locker Board of Directors and Foot Locker’s Financial Advisor—Foot Locker Management Financial Projections”), developed at the instruction of the Foot Locker board of directors, which reflected the assumptions discussed by the Foot Locker board of directors and Foot Locker management at the March 23, 2025 Foot Locker board of directors meeting, including assumptions with respect to EBIT margins, brand partner sales, including sales of products from an important Foot Locker brand partner, and a re-allocation of capital investment from Foot Locker’s international businesses to Foot Locker’s more profitable domestic banners. The Foot Locker board of directors discussed the assumptions underlying the management case in light of the challenges facing Foot Locker’s business, which included delays in the repositioning of an important Foot Locker brand partner and weakening consumer demand, taking into account the structural risks inherent in Foot Locker’s business model which relied heavily on a single product category, with merchandise sourced from a limited number of brand partners and sales highly dependent on consumer enthusiasm for new and innovative product offerings from Foot Locker’s brand partners. The Foot Locker board also discussed that the Wall Street analyst estimates for Foot Locker were lower than the management case. The Foot Locker board of directors determined that the management case was a reasonable estimate of Foot Locker’s future performance and instructed Evercore to use the management case in connection with any preliminary valuation analysis of Foot Locker.

On April 1, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. At the meeting, representatives of Evercore reviewed with the Foot Locker board of directors its preliminary valuation analysis of Foot Locker based on the management case approved for its use by the Foot Locker board of directors. Evercore’s analysis included a comparison of the $24.00 per share purchase price in the March 14, 2025 proposal from DICK’S Sporting Goods to the per share value of Foot Locker shares implied by comparing the trading multiples implied by the purchase price to trading multiples of Foot Locker and selected companies, comparing the purchase price to the multiples received in selected specialty retail transactions and describing a discounted cash flow analysis of Foot Locker. As discussed with the Foot Locker board of directors, the preliminary valuation analysis conducted by Evercore was based on Foot Locker shareholders receiving all-cash consideration. The Foot Locker board of directors reviewed strategic alternatives that could be available to Foot Locker, including a continued focus on the execution of the Lace-Up Plan, taking into account the structural risks inherent in Foot Locker’s business model, potential joint ventures and divestitures, as well as operational transformation projects, modifications to Foot Locker’s capital structure and/or capital return program, potential capital market transactions, potential minority investments (including minority investments by private investors) and potential licensing partnerships and considered whether other strategic or financial buyers could have potential interest in acquiring Foot Locker. The Foot Locker board of directors also considered whether Foot Locker should delay its engagement with DICK’S Sporting Goods in order to have better visibility on the potential effect of tariffs, and the risk that DICK’S Sporting Goods would make public its proposal if Foot Locker were to delay engagement with DICK’S Sporting Goods. The Foot Locker board of directors also considered the potential value to Foot Locker shareholders of a cash/stock election, noting that cash consideration would establish a baseline amount of value that Foot Locker shareholders could receive in any transaction and that the availability of an election for stock consideration could provide Foot Locker shareholders with an option to participate in any valuation increase resulting from an increase in the trading price of DICK’S Sporting Goods shares between the announcement and the closing of a transaction. The Foot Locker board of directors requested that Evercore perform further analysis on available forms of consideration in order to allow the Foot Locker board of directors to have an informed view on the benefits to Foot Locker shareholders of an election and requested that Evercore be prepared to discuss such matters further at subsequent meetings of the Foot Locker board of directors. The Foot Locker board of directors authorized Ms. Dillon to respond to DICK’S Sporting Goods with a counterproposal of $32.00 per share, and instructed Evercore to analyze the value of DICK’S Sporting Goods’ proposal and Foot Locker’s counterproposal under varying assumptions with respect to the form of consideration.

On April 2, 2025, President Trump announced a new tariff plan, and global financial markets experienced significant turmoil.

On April 3, 2025, Foot Locker’s share price declined by 15.4%, from $14.72 per share at the close of the trading day on April 2, 2025 to $12.45 at the close of the trading day on April 3, 2025. Ms. Dillon consulted with Ms. Young and Foot Locker’s legal and financial advisors about whether to present the counterproposal authorized by the Foot Locker board of directors to DICK’S Sporting Goods, and determined that in light of the market dislocation, it was prudent to delay conveying the counterproposal at that time.

On April 4, 2025, Ms. Dillon called Mr. Stack and told him that the Foot Locker board of directors was willing to engage with DICK’S Sporting Goods, but that, given the significant dislocation in the financial markets, it was not the right time to discuss the sale of Foot Locker. She also told Mr. Stack that the Foot Locker board of directors could be interested in exploring a sale of Foot Locker at the right time and at the right price. Mr. Stack told Ms. Dillon that, despite the market turmoil, DICK’S Sporting Goods did not intend to lower its offer price of $24.00 per share, and that DICK’S Sporting Goods would be open to acquiring Foot Locker for all cash, DICK’S Sporting Goods stock or a mix of cash and DICK’S Sporting Goods stock. Mr. Stack also informed Ms. Dillon that DICK’S Sporting Goods had acquired Foot Locker shares through open market purchases, and that DICK’S Sporting Goods currently owned approximately 4.5% of Foot Locker’s common stock. Mr. Stack requested that Ms. Dillon inform the Foot Locker board of directors of DICK’S Sporting Goods’ continued interest and provide DICK’S Sporting Goods with feedback from the Foot Locker board of directors by April 8, 2025.

On April 7, 2025, representatives of Evercore and Goldman Sachs had a call in which they discussed the potential cash/stock election. The Goldman Sachs representatives reiterated that DICK’S Sporting Goods was interested in pursuing a transaction with Foot Locker and there was minimal diligence that DICK’S Sporting Goods required to get to signing of a merger agreement.

On April 8, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Ms. Dillon informed the Foot Locker board of directors that in light of the market turmoil following the April 2, 2025 tariff announcement and the significant decline in Foot Locker’s stock price on April 3, 2025, Ms. Dillon did not convey the Foot Locker board’s counterproposal to DICK’S Sporting Goods. Ms. Dillon then described her call with Mr. Stack on April 4, 2025 and Mr. Stack’s statement that despite the market turmoil, DICK’S Sporting Goods did not intend to lower the $24.00 price per share offered in its March 14, 2025 proposal, and that DICK’S Sporting Goods would be open to acquiring Foot Locker for all cash, DICK’S Sporting Goods stock or a mix of cash and DICK’S Sporting Goods stock. The Board reviewed with representatives of Evercore the financial metrics implied from a potential combination of DICK’S Sporting Goods and Foot Locker, implied exchange ratios, and potential sources of synergies. Representatives of Evercore also reviewed with the Foot Locker board of directors certain analyses with respect to the implied value of the stock consideration available to Foot Locker shareholders in a stock election under varying assumptions with respect to synergies and trading multiples. The Foot Locker board of directors also reviewed the stock/cash election mechanism with Evercore, and discussed that it could be compelling for Foot Locker shareholders to have the ability to elect stock or cash prior to the closing of the merger. The Foot Locker board of directors also discussed that the cash consideration would establish a baseline valuation for Foot Locker and that—assuming there was no cap, proration or other similar restrictions on such stock election—the availability of a stock election option would permit Foot Locker shareholders electing stock consideration to participate in, and benefit from, any increase in the trading price of DICK’S Sporting Goods shares. The Foot Locker board of directors considered that the ability to elect stock of DICK’S Sporting Goods would allow Foot Locker shareholders to participate in any recovery in retail stock prices prior to closing, as well as the ability to share in synergies created by a combination of DICK’S Sporting Goods and Foot Locker. The Foot Locker board of directors considered that Foot Locker shareholders electing to receive stock of DICK’S Sporting Goods would have the opportunity to benefit from the business model of DICK’S Sporting Goods, which has a broader portfolio of product offerings, less brand partner concentration and a wider customer base than Foot Locker, and is less dependent on consumer preferences in a single product category. The Foot Locker board of directors considered the counterproposal authorized at the April 1, 2025 meeting of the Foot Locker board of directors in light of the recent decline in the Foot Locker stock price, the structural risks inherent in the Foot Locker business model and the uncertain global economic environment, as well as the value to Foot Locker shareholders of having a stock election, which the Foot Locker board of directors determined to be significant. The Board determined to respond to DICK’S Sporting Goods with a counterproposal of $27.00 per share, with a cash and stock election, a fixed exchange ratio and no cap on the amount of stock of DICK’S Sporting Goods that Foot Locker shareholders could elect as merger consideration.

On April 9, 2025, Ms. Dillon called Mr. Stack and conveyed Foot Locker’s counter offer of $27.00 per share, with an uncapped cash/stock election. Ms. Dillon told Mr. Stack that the Foot Locker board of directors was ascribing significant value to the Foot Locker shareholders’ ability to elect to receive all-stock consideration with no cap. Mr. Stack told Ms. Dillon that he would take the Foot Locker counterproposal to the DICK’S Sporting Goods board and would revert to Ms. Dillon with the response of the DICK’S Sporting Goods board.

On April 16, 2025, Mr. Stack called Ms. Dillon to convey DICK’S Sporting Goods’ “best and final” offer of $25.50 per share, with a cash and stock election mechanism that capped the aggregate stock consideration at 50% of the total consideration in the merger. Later that day, Ms. Dillon called Mr. Stack to confirm whether “best and final” referred to the price only, or if “best and final” also referred to the cap on the amount of shares of DICK’S Sporting Goods stock available to Foot Locker shareholders in a cash/stock election. Mr. Stack indicated that DICK’S Sporting Goods may have some flexibility on the structure of the election. Several hours later, Mr. Stack sent a message to Ms. Dillon stating that he did not have much confidence that the DICK’S Sporting Goods board would be willing to modify the terms of the offer.

On April 17, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Ms. Dillon updated the Foot Locker board of directors on her recent discussions with Mr. Stack and DICK’S Sporting Goods’ proposal on April 16, 2025. The Foot Locker board of directors considered then-current market conditions, the structural risks inherent in Foot Locker’s business model, the recent decline in the Foot Locker stock price and the benefit to Foot Locker shareholders of preserving the ability to participate in any market recovery through a stock election. The Foot Locker board of directors also considered the near-term and longer-term prospects of Foot Locker, taking into account uncertainties around an important Foot Locker brand partner, consumer trends, the potential impact of tariffs and the structural risks inherent in Foot Locker’s business model. The Foot Locker board of directors also discussed that the

cash/stock election preserved significant optionality for Foot Locker shareholders to participate in any increase in value while the option to receive cash consideration secured a baseline of value for the Foot Locker shareholders. The Foot Locker board of directors also considered that Foot Locker shareholders electing to receive stock of DICK’S Sporting Goods would have the opportunity to benefit from the business model of DICK’S Sporting Goods, which has a broader portfolio of product offerings, less brand partner concentration and a wider customer base than Foot Locker, and is less dependent on consumer preferences in a single product category. The Foot Locker board of directors determined to accept DICK’S Sporting Goods’ proposed purchase price of $25.50 per share with a cash/stock election and a fixed exchange ratio, and to propose a cap on the DICK’S Sporting Goods stock available in a cash/stock election of 80%, rather than 50%, of the total merger consideration. The Foot Locker board of directors also determined that as part of its response to DICK’S Sporting Goods, it would require an allocation of regulatory risk more favorable to Foot Locker and a termination fee payable to Foot Locker in the event regulatory approval for the merger was not obtained. The Foot Locker board of directors instructed Ms. Dillon to convey its response to DICK’S Sporting Goods. In addition, after reviewing an updated version of Evercore’s customary relationship disclosure letter with Skadden, the Foot Locker board of directors again concluded that there were no conflicts of interest that would impede Evercore’s ability to continue to serve as Foot Locker’s financial advisor.

On April 18, 2025, Ms. Dillon called Mr. Stack and conveyed the Foot Locker board of directors’ response to DICK’S Sporting Goods’ proposal, including a purchase price of $25.50 per share, a cap of 80% on the DICK’S Sporting Goods stock available to Foot Locker shareholders in a cash/stock election with the timing of the election shortly before closing of a transaction, and an allocation of regulatory risk more favorable to Foot Locker. Mr. Stack told Ms. Dillon that he would discuss the Foot Locker board of directors’ response with the DICK’S Sporting Goods board and would revert with the DICK’S Sporting Goods board’s response. Mr. Stack also reiterated that DICK’S Sporting Goods only required limited diligence and was prepared to move quickly to announcement of a transaction.

On April 19, 2025, representatives of Evercore, Goldman Sachs, Skadden, and WLRK met by videoconference to discuss the mechanics and timing of the cash/stock election. Later that day, representatives of Evercore and Skadden reported to Ms. Young, Ms. Dillon and other members of Foot Locker senior management on their discussions with DICK’S Sporting Goods’ advisors and discussed the timing of the cash/stock election, including that a cash/stock election would have more value for Foot Locker shareholders if elections were made in the days immediately prior to closing, rather than at the time of the Foot Locker shareholders meeting.

On April 21, 2025, representatives of Goldman Sachs called representatives of Evercore and reaffirmed DICK’S Sporting Goods’ proposal to acquire Foot Locker at a purchase price of $25.50 per share with a fixed exchange ratio and a cash/stock election with the stock to be issued in the merger capped at 80% of the total merger consideration, and that Foot Locker shareholders would be required to make an election at the time of the Foot Locker shareholders meeting. Representatives of Goldman Sachs also discussed DICKS’ Sporting Goods’ proposal on other terms, including the willingness of DICK’S Sporting Goods to agree to a reverse termination fee payable by DICK’S Sporting Goods upon failure to obtain regulatory approval, the size of the reverse termination fee and termination fee and a requirement for an expense reimbursement fee payable to DICK’S Sporting Goods in the event that Foot Locker shareholders did not approve the merger. Later that day, following the call, representatives of Evercore updated Ms. Young, Ms. Dillon and Foot Locker management on this discussion.

On April 23 and 24, 2025, representatives of Evercore and Goldman Sachs engaged in discussions regarding the timing of the cash/stock election, and other terms including regulatory efforts, the amount of the reverse termination fee, termination fee and whether to include an expense reimbursement fee. Following the calls, representatives of Evercore updated Ms. Young, Ms. Dillon and Foot Locker management on these discussions.

On April 24, 2025, representatives of Goldman Sachs called representatives of Evercore to communicate a revised proposal which included a purchase price of $25.50 per share, a fixed exchange ratio, a cash/stock election with the DICK’S Sporting Goods stock to be issued in the merger capped at 80% of the merger consideration and the election to be made by Foot Locker shareholders in the days immediately prior to closing, and other terms, including with respect to regulatory efforts, the size of the respective termination fees, and the inclusion of an expense reimbursement fee if Foot Locker shareholders did not approve the merger. Later that day, following the call, representatives of Evercore updated Ms. Young, Ms. Dillon and Foot Locker senior management on the terms communicated by Goldman Sachs.

On April 25, 2025, Ms. Dillon sent a note to the Foot Locker board of directors informing the directors that DICK’S Sporting Goods had agreed to a purchase price of $25.50 per share, a fixed exchange ratio, a cash/stock

election with the DICK’S Sporting Goods stock to be issued in a merger capped at 80% of the merger consideration and the election to be made by Foot Locker shareholders in the days immediately prior to closing, a reverse termination fee of 4% of the transaction value, payable by DICK’S Sporting Goods to Foot Locker if antitrust approval of the transaction were not to be received, a termination fee of 2.75% of the transaction value payable by Foot Locker to DICK’S Sporting Goods in the event the transaction is terminated under certain circumstances and expense reimbursement in the amount of 1% of the transaction value payable by Foot Locker to DICK’S Sporting Goods in the event Foot Locker shareholders did not approve the merger. The note to the Foot Locker board of directors from Ms. Dillon stated that Foot Locker management and its advisors would work to negotiate the terms of the definitive merger agreement.

On April 26, 2025, WLRK sent a draft merger agreement to Skadden which reflected the terms previously discussed between Foot Locker and DICK’S Sporting Goods.

On April 27, 2025, Ms. Young and Ms. Dillon provided an update to the Foot Locker board of directors on the terms agreed between Foot Locker and DICK’S Sporting Goods.

On April 29, 2025, Foot Locker made a virtual data room available to DICK’S Sporting Goods and its advisors. Foot Locker and DICK’S Sporting Goods scheduled an in-person diligence meeting for May 2, 2025.

On April 30, 2025, Skadden sent a revised draft of the merger agreement to WLRK and Foot Locker made available in the virtual data room preliminary financial information regarding Foot Locker’s anticipated first quarter 2025 performance.

On May 1, 2025, Mr. Stack communicated to Ms. Dillon that the DICK’S Sporting Goods management team was very concerned by Foot Locker’s lower than anticipated financial performance in the first quarter which indicated that Foot Locker’s business was declining more rapidly than DICK’S Sporting Goods had expected based on its prior diligence. Mr. Stack indicated that, at the May 2 diligence meeting, DICK’S Sporting Goods would be focused on understanding the first quarter results, the reasons for the underperformance and trend change in Foot Locker’s business and profitability and expectations for Foot Locker’s financial performance for the full year. Representatives of Goldman Sachs also called representatives of Evercore to communicate the same message.

On May 2, 2025, Foot Locker management and DICK’S Sporting Goods management met in New York for a due diligence session, with representatives of Evercore and Goldman Sachs in attendance, and Foot Locker management provided DICK’S Sporting Goods management with an update on Foot Locker’s anticipated first quarter results and expectations for the full year. Representatives of Goldman Sachs reiterated that DICK’S Sporting Goods was concerned by the results of their diligence related to Foot Locker’s first quarter. During the due diligence session, senior management of DICK’S Sporting Goods requested that, if negotiations were to continue along the timeline then being pursued by the parties, Foot Locker accelerate the announcement of preliminary first quarter 2025 results so that preliminary first quarter 2025 results would be announced concurrently with the potential announcement of a merger transaction.

On May 6, 2025, Mr. Stack sent a message to Ms. Dillon requesting a call, and Ms. Dillon and Mr. Stack spoke later that day by video conference. On the call, Mr. Stack stated that several of DICK’S Sporting Goods’ management and members of the board of directors had expressed concerns about Foot Locker’s lower than anticipated first quarter results and the achievability of second half 2025 targets. On the call, Mr. Stack expressed a continued desire to pursue a deal with Foot Locker; however, he stated that, in light of Foot Locker’s lower than anticipated first quarter results and its uncertain full year outlook for fiscal year 2025, DICK’S Sporting Goods was lowering the purchase price it was willing to pay for Foot Locker from $25.50 per share to $22.00 per share. Mr. Stack also stated that DICK’S Sporting Goods would continue to offer a cash/stock election to Foot Locker shareholders and that, rather than the previously agreed 80% cap, DICK’S Sporting Goods was willing to proceed with no cap on the DICK’S Sporting Goods stock that Foot Locker shareholders could elect to receive as merger consideration. Ms. Dillon told Mr. Stack that she would convey DICK’S Sporting Goods’ revised proposal to the Foot Locker board of directors.

On May 7, 2025, Mr. Bracken met with the Chief Executive Officer of Company X at an industry event and discussed the status of a potential business transaction that was the subject of ongoing discussions between Foot Locker and Company X. During the course of the discussion, the CEO of Company X commented on Foot Locker’s depressed stock price, noting that Foot Locker could be attractive to potential acquirers. Mr. Bracken asked the CEO of Company X if Company X would be interested in acquiring Foot Locker. The CEO of Company X responded that

although Company X would not be interested in acquiring Foot Locker, it would potentially be interested in a minority investment with board designation rights and exploring a global partnership with Foot Locker. Mr. Bracken suggested that the CEO of Company X contact Ms. Dillon to discuss Company X’s interest in a potential minority investment in Foot Locker. The CEO of Company X did not contact Ms. Dillon.

Also on May 7, 2025, WLRK sent a revised draft of the merger agreement to Foot Locker, which included a purchase price of $22.00 per share and no cap on the DICK’S Sporting Goods stock available to Foot Locker shareholders in the cash/stock election.

Also on May 7, 2025, Foot Locker and DICK’S Sporting Goods entered into a letter agreement making certain provisions of the confidentiality agreement entered into by the parties on July 25, 2024 mutual in order to facilitate due diligence by Foot Locker on DICK’S Sporting Goods in connection with the stock consideration to be offered to Foot Locker shareholders in the merger.

On May 8, 2025, the Foot Locker board of directors met by video conference, with representatives of Evercore and Skadden in attendance. Ms. Dillon updated the Foot Locker board on her call with Mr. Stack and the terms of DICK’S Sporting Goods’ revised proposal. Mr. Bracken updated the Foot Locker board of directors on his discussions with the CEO of Company X. The Foot Locker board of directors received an update from Foot Locker management on Foot Locker’s financial performance during the first quarter of 2025 and a preliminary view of full year financial results for 2025, which included a review of negative consumer trends, the continued underperformance of an important Foot Locker brand partner, weak apparel sales and international results that were significantly below the management case. The Foot Locker board of directors considered risks related to the continued pressure through fiscal year 2026 on an important Foot Locker brand partner, the potential impact of tariffs on consumer demand and the increasing likelihood that Foot Locker would significantly underperform the management case for the year, and that these risks could be exacerbated by the Foot Locker business model, which relies heavily on a single product category, with merchandise sourced from a limited number of brand partners and sales highly dependent on consumer enthusiasm for new and innovative product offerings from Foot Locker’s brand partners. The Foot Locker board of directors discussed the potential negative market reaction to Foot Locker’s first quarter results and revised forecast for the full year, the likely downward pressure on Foot Locker’s stock price following the planned announcement of its first quarter 2025 results, and the risk to shareholder value of not moving forward with announcing a merger with DICK’S Sporting Goods in advance of announcing first quarter results. The Foot Locker board of directors also discussed potential alternatives to a transaction with DICK’S Sporting Goods, including a potential transaction with Company X, but determined that the terms of a global partnership as described by the CEO of Company X in his discussion with Mr. Bracken were vague and uncertain, and, even if completed, would create less value for Foot Locker shareholders than the transaction proposed by DICK’S Sporting Goods.

On May 10, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. At the meeting, representatives of Evercore reviewed with the Foot Locker board of directors Evercore’s preliminary valuation analysis of Foot Locker based on the management case approved for its use by the Foot Locker board of directors at the March 25, 2025 board meeting, which included a comparison of the $22.00 per share purchase price to the per share value of Foot Locker shares implied by comparing the trading multiples implied by the purchase price to trading multiples of Foot Locker and selected companies, comparing the purchase price to the multiples received in selected specialty retail transactions and describing a discounted cash flow analysis of Foot Locker. The Foot Locker board of directors also considered the challenges to achieving the management case, in light of the structural risks inherent in Foot Locker’s business model and current macroeconomic conditions, and the fact that Wall Street analyst estimates were lower than the management case. The Foot Locker board of directors reviewed an additional scenario prepared by Foot Locker management that incorporated additional assumptions reviewed with the Foot Locker board of directors at the March 23, 2025 and March 25, 2025 board meetings, and which Foot Locker management believed were reflective of current business conditions. These assumptions included lower revenue growth assumptions and lower EBIT margin assumptions than the management case, based on the slower recovery of an important Foot Locker brand partner and lower comparable store sales growth (see the section entitled “Certain Financial Projections Utilized by the Foot Locker Board of Directors and Foot Locker’s Financial Advisor—Foot Locker Management Financial Projections”). For information purposes only and not as part of its preliminary valuation analysis, representatives of Evercore, at the direction of the Foot Locker board of directors, reviewed with the Foot Locker board of directors a discounted cash flow analysis based on the additional scenario developed by Foot Locker management. The Foot Locker board of directors considered the value of the stock election feature to Foot Locker shareholders, noting that

the value of the stock consideration would fluctuate depending on whether the trading price of DICK’S Sporting Goods shares were to increase or decrease between signing of the merger agreement and the closing of the merger. The Foot Locker board of directors also considered the fact that Foot Locker shareholders could elect to receive all or a portion of the merger consideration in cash, providing Foot Locker shareholders that elected to receive cash (or that did not make an election) with certainty of value and liquidity upon completion of the merger, and the fact that Foot Locker shareholders would not be subject to any cap or proration with respect to such election, such that Foot Locker shareholders would have certainty of value with respect to the cash consideration while retaining the ability to receive all or a portion of the merger consideration in stock consideration. The Foot Locker board of directors also considered that Foot Locker shareholders electing to receive stock of DICK’S Sporting Goods would have the opportunity to benefit from the business model of DICK’S Sporting Goods, which has a broader portfolio of product offerings, less brand partner concentration and a wider customer base than Foot Locker, and is less dependent on consumer preferences in a single product category. The Foot Locker board of directors also reviewed with management and the Evercore representatives strategic alternatives that could be available to Foot Locker, including a continued focus on the execution of the Lace-Up Plan, potential joint ventures and divestitures, as well as operational transformation projects, modifications to Foot Locker’s capital structure and/or capital return program, potential capital market transactions, potential minority investments (including minority investments by private investors) and potential licensing partnerships and considered whether other strategic or financial buyers could have potential interest in acquiring Foot Locker. The review of strategic alternatives also included review of a potential transaction with Company X on the terms conveyed to Mr. Bracken on May 7, 2025, and the Foot Locker board of directors concluded that an investment by Company X would be highly dilutive to existing Foot Locker shareholders and could tie Foot Locker’s hands with respect to future partnerships or other strategic alternatives that might be on more favorable financial terms. Representatives of Skadden described the open terms in the draft merger agreement. The Foot Locker board of directors determined that Foot Locker should include in its counterproposal to DICK’S Sporting Goods a reduction in the proposed termination fee from 2.75% to 2.5% of the transaction value. The Foot Locker board of directors also determined to reject DICK’S Sporting Goods’ request for reimbursement of expenses if the Foot Locker shareholders do not approve the merger. The Foot Locker board of directors also considered the desirability of bringing negotiations to a close quickly in light of the quarter’s weaker than expected results and the potential for downward pressure on the Foot Locker stock price following the announcement of first quarter results. The Foot Locker board of directors determined to make a counterproposal to DICK’S Sporting Goods at a price of $24.00 per share, with no cap on the DICK’S Sporting Goods stock available to Foot Locker shareholders electing stock consideration and including changes to the terms of the merger agreement discussed by the Foot Locker board of directors and its advisors at the meeting. The Foot Locker board of directors instructed Ms. Dillon or representatives of Evercore to communicate the counterproposal to DICK’S Sporting Goods, with a message that the Foot Locker board wanted to move quickly to an announced transaction.

Following the Foot Locker board of directors meeting, at the direction of the Foot Locker board of directors and Ms. Dillon, representatives of Evercore communicated Foot Locker’s counterproposal to representatives of Goldman Sachs.

On May 11, 2025, representatives of Skadden and representatives of WLRK held a call to clarify certain elements of the counterproposal that Evercore had conveyed to Goldman Sachs with respect to the terms of the draft merger agreement.

Later that day, Mr. Stack called Ms. Dillon and informed Ms. Dillon that DICK’S Sporting Goods accepted the terms of the Foot Locker counterproposal and would like to move quickly to finalize the merger agreement and announce the transaction before market open on May 15, 2025.

On May 12, 2025, Ms. Dillon and members of Foot Locker management and Mr. Stack and members of DICK’S Sporting Goods management had a call in which Foot Locker management and representatives of Evercore conducted due diligence on DICK’S Sporting Goods, including DICK’S Sporting Goods’ anticipated first quarter results.

Between May 11 and May 14, 2025, Skadden and WLRK negotiated the final terms of the merger agreement.

On May 14, 2025, the Foot Locker board of directors met by video conference, with members of Foot Locker management and representatives of Evercore and Skadden in attendance. Prior to the start of the Foot Locker board meeting, the Human Capital Committee of the Foot Locker board of directors met and approved a retention plan for employees critical to the Foot Locker business, and the Audit Committee of the Foot Locker board of directors met and approved a press release to be issued by Foot Locker setting forth Foot Locker’s preliminary first quarter results.

Representatives of Skadden reviewed the fiduciary duties of directors under New York law when considering a transaction involving a change in corporate control. Representatives of Evercore reviewed with the Foot Locker board of directors the implied premium represented by the $24.00 per share price proposed by DICK’S Sporting Goods, noting that the proposed purchase price represented an implied premium of 80.3% to Foot Locker’s trading price as of May 13, 2025, an implied premium of 98.6% to Foot Locker’s one-month volume weighted average trading price and a multiple of 6.4x Foot Locker’s trailing twelve months EBITDA at the end of the first quarter of fiscal year 2025. Representatives of Evercore presented their views on the valuation of Foot Locker, and described the methodologies used by Evercore in its analysis, which included a comparison of the $24.00 per share purchase price to the per share value of Foot Locker stock implied from the application of a range of trading multiples derived from Evercore’s review and analysis of the trading multiples of certain public companies that Evercore deemed comparable to Foot Locker, a review of multiples for certain transactions that Evercore deemed comparable to the potential transaction with DICK’S Sporting Goods and a discounted cash flow analysis of Foot Locker performed by Evercore using the management case. The Evercore analysis did not consider the potential value to shareholders from electing to receive DICK’S Sporting Goods common stock as merger consideration or the potential value of the election itself because of the certainty of value provided by the cash consideration and the fact that Foot Locker shareholders would be entitled to make an unrestricted election to accept the cash consideration or the stock consideration without being subject to any proration (see the section entitled “Opinion of Foot Locker’s Financial Advisor”). Representatives of Evercore delivered Evercore’s oral opinion, subsequently confirmed in writing, that as of May 14, 2025, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the purchase price of $24.00 per share to be received by Foot Locker shareholders pursuant to the merger agreement, was fair, from a financial point of view, to Foot Locker shareholders (other than any holders of Cancelled Shares (as defined in the merger agreement) or any Converted Shares (as defined in the merger agreement)) (see the full text of the opinion attached as Annex B to this proxy statement/prospectus). The Foot Locker board of directors also reviewed an additional scenario prepared by Foot Locker management that incorporated additional assumptions reviewed with the Foot Locker board of directors at the March 23, 2025 and March 25, 2025 board meetings, and which Foot Locker management believed were reflective of current business conditions. These assumptions included lower revenue growth assumptions and lower EBIT margin assumptions than the management case, based on the slower recovery of an important Foot Locker brand partner and lower comparable store sales growth. For information purposes only and not as part of its opinion, representatives of Evercore, at the direction of the Foot Locker board of directors, reviewed with the Foot Locker board of directors a discounted cash flow analysis based on the additional scenario developed by Foot Locker management. Representatives of Skadden reviewed the final terms of the merger agreement, including the cash/stock election mechanics, the conditions to closing, the various events giving rise to termination rights of the parties, the regulatory efforts covenants, which included commitments by DICK’S Sporting Goods to divest assets of Foot Locker generating revenues of up to $100 million, and an agreement by DICK’S Sporting Goods to give prior notice or seek approval for post-closing actions, in each case if required by antitrust regulators. Although the Foot Locker board of directors was supportive of Foot Locker’s stand-alone business plan, the Foot Locker board of directors determined that the merger consideration was more favorable to the Foot Locker shareholders than the potential value that is reasonably expected to result from Foot Locker continuing as an independent public company, taking into account the anticipated risks and challenges associated with continuing to implement its business plan, particularly in light of negative trends in consumer sentiment, challenging international market conditions, the underperformance and delayed turnaround of an important Foot Locker brand partner and uncertainties with respect to tariffs, and taking into account the structural risks inherent in the Foot Locker business model which relies heavily on a single product category, with merchandise sourced from a limited number of brand partners and sales highly dependent on consumer enthusiasm for new and innovative product offerings from Foot Locker’s brand partners. The Foot Locker board of directors also considered the terms of the merger agreement, including the certainty of the consummation of the transaction in light of the conditions to closing set forth in the merger agreement, and the allocation of regulatory risk. The Foot Locker board of directors also discussed the proposed termination fee of 2.5% of the transaction value which the Foot Locker board of directors viewed as sufficiently low so as to not preclude any offers to acquire Foot Locker at a higher price. In connection with its evaluation of the merger, the Foot Locker board of directors considered the strategic alternatives to the merger, including continuing to pursue Foot Locker’s stand-alone plan, and its assessment that no other alternatives were reasonably likely to create greater value for Foot Locker shareholders than the merger. The Foot Locker board of directors also considered that if Foot Locker were to complete the merger, the Foot Locker shareholders would no longer bear the strategic business and execution risk of the management case. The Foot Locker board of directors also considered that Foot Locker shareholders electing to receive stock of DICK’S Sporting Goods

would have the opportunity to benefit from the business model of DICK’S Sporting Goods, which has a broader portfolio of product offerings, less brand partner concentration and a wider customer base than Foot Locker, and is less dependent on consumer preferences in a single product category. The Foot Locker board of directors determined that it is in the best interests of Foot Locker and the Foot Locker shareholders to enter into the merger agreement with DICK’S Sporting Goods, declared it advisable to enter into the merger agreement and consummate the merger, approved the execution and delivery of the merger agreement by Foot Locker and consummation of the merger, and resolved to recommend that the Foot Locker shareholders vote in favor of adoption of the merger agreement. The Foot Locker board of directors instructed management and the advisors to finalize the merger agreement in advance of a pre-market announcement the following day. In addition, after reviewing the updated version of Evercore’s customary relationship disclosure letter with Skadden, the Foot Locker board of directors concluded that there were no conflicts of interest that would impede Evercore’s ability to continue to serve as Foot Locker’s financial advisor.

On the morning of May 15, 2025, prior to opening of the NYSE, the parties issued a press release announcing the transaction and the execution of the merger agreement.

Also on the morning of May 15, 2025, prior to opening of the NYSE, Foot Locker and DICK’S Sporting Goods each issued a press release announcing preliminary first quarter results.

At a meeting of the Foot Locker board of directors held on May 14, 2025, the Foot Locker board of directors unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby are fair to, and in the best interests, of Foot Locker and the Foot Locker shareholders, (ii) determined that it is in the best interests of Foot Locker and the Foot Locker shareholders, and declared it advisable, to enter into the merger agreement and to consummate the merger, (iii) approved the execution and delivery by Foot Locker of the merger agreement and the performance by Foot Locker of its agreements and obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, subject to the conditions set forth in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at the special meeting and (v) resolved to recommend that the Foot Locker shareholders vote in favor of the adoption of the merger agreement at the special meeting.

The Foot Locker board of directors unanimously recommends that you vote “FOR” the adoption of the merger agreement proposal.

In evaluating the merger and the merger agreement and arriving at its determination, the Foot Locker board of directors met and consulted with Foot Locker’s senior management, representatives of Foot Locker’s financial advisor, Evercore, and Foot Locker’s outside legal counsel, Skadden. The Foot Locker board of directors reviewed a significant amount of data and information and considered a number of factors with respect to Foot Locker’s business and the industry in which it operates, which it regularly reviews in connection with Foot Locker’s strategic planning, and also reviewed the terms of the merger agreement and the transactions contemplated thereby. The Foot Locker board of directors considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to Foot Locker and the Foot Locker shareholders, including, among other things, the factors listed below, which the Foot Locker board of directors viewed as being generally positive or favorable in coming to its determination, approval and recommendation.

The Foot Locker board of directors also considered, and balanced against the potentially positive factors, a variety of risks and potentially negative factors in its deliberations concerning the merger and the merger agreement, including the following:

The Foot Locker board of directors concluded that the potentially negative factors associated with the merger were significantly outweighed by the potential benefits that it expected the Foot Locker shareholders would achieve as a result of the merger, including the belief of the Foot Locker board of directors that the merger would maximize the immediate value of Foot Locker shareholders’ shares and minimize the risks and uncertainty affecting the future prospects of Foot Locker, including the potential execution risks associated with the Lace-Up Plan.

In addition, the Foot Locker board of directors was aware of and considered the interests that Foot Locker’s non-employee directors and executive officers may have with respect to the merger that differ from, or are in addition to, the interests of shareholders of Foot Locker generally, as described under “—Interests of Foot Locker’s Non-Employee Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors considered by the Foot Locker board of directors is not exhaustive, but Foot Locker believes it includes all the material factors considered by the Foot Locker board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Foot Locker board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Foot Locker board of directors viewed its determination and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The Foot Locker board of directors based its unanimous recommendation on the totality of the information presented.

This explanation of Foot Locker’s reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

While Foot Locker has from time to time provided limited financial guidance to investors, Foot Locker’s management does not, as a matter of course, otherwise publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the merger, certain unaudited non-public financial projections regarding Foot Locker, which are referred to in this section as the “Foot Locker management financial projections” (and are referred to as the “Forecasts” in the section entitled “—Opinion of Foot Locker’s Financial Advisor”), were utilized by the Foot Locker board of directors in its evaluation of the merger. At the direction of the Foot Locker board of directors, the Foot Locker management financial projections were also provided to, and approved for use by, Evercore for purposes of performing its financial analyses in connection with rendering its opinion to the Foot Locker board of directors (as more fully described in the section entitled “—Opinion of Foot Locker’s Financial Advisor”). In addition, in connection with the merger, Foot Locker provided a subset of the Foot Locker management financial projections to DICK’S Sporting Goods (excluding 2029 estimates and unlevered free cash flow estimates). A summary of the Foot Locker management financial projections is included below to give Foot Locker shareholders access to certain information that was considered by the Foot Locker board of directors for purposes of evaluating the merger. These Foot Locker management financial projections are not, and should not be viewed as, public guidance or targets.

The Foot Locker management financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond Foot Locker’s control. The Foot Locker management financial projections reflect numerous estimates,

assumptions and judgments made by Foot Locker management, based on information available at the time the Foot Locker management financial projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Foot Locker’s business, all of which are difficult to predict and many of which are beyond Foot Locker’s control. There can be no assurances that the Foot Locker management financial projections accurately reflect future trends or accurately estimate Foot Locker’s future financial and operating performance. The Foot Locker management financial projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Foot Locker management financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to Foot Locker’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions and other factors described in or referenced in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in Foot Locker’s public filings with the SEC. Further, the Foot Locker management financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the Foot Locker management financial projections will be realized, and actual results may vary materially from those shown. Modeling and forecasting the future performance of a specialty athletic footwear and apparel retail company is a highly speculative endeavor. Since the Foot Locker management financial projections cover a multi-year period, the Foot Locker management financial projections by their nature are unlikely to anticipate each circumstance that will have an effect on Foot Locker’s results.

The Foot Locker management financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles in the United States (which we refer to as “GAAP”).

The Foot Locker management financial projections included in this document, including the financial projections set forth below in the section entitled “—Foot Locker Management Financial Projections” are the responsibility of Foot Locker’s management. Neither KPMG LLP, Foot Locker’s independent registered public accounting firm, nor Deloitte & Touche LLP, DICK’S Sporting Goods’ independent registered public accounting firm, has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Foot Locker management financial projections or any other prospective financial information contained herein and, accordingly, neither KPMG LLP nor Deloitte & Touche LLP expresses an opinion or any other form of assurance with respect thereto and disclaim any association therewith. The KPMG LLP report on Foot Locker’s consolidated financial statements incorporated by reference from Foot Locker’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 relates to Foot Locker’s previously issued financial statements, and the Deloitte & Touche LLP report on DICK’S Sporting Goods’ consolidated financial statements incorporated by reference from DICK’S Sporting Goods’ Annual Report on Form 10-K for the fiscal year ended February 1, 2025 relates to DICK’S Sporting Goods’ previously issued financial statements. Neither of the foregoing extends to the Foot Locker management financial projections or any other prospective financial information contained herein and should not be read to do so.

The Foot Locker management financial projections are not being included in this proxy statement/prospectus in order to influence any Foot Locker shareholder’s decision as to whether or not to approve the merger. The summary of the Foot Locker management financial projections is being included in this proxy statement/prospectus solely because these financial projections were made available to Evercore and were used by the Foot Locker board of directors in evaluating the merger and because a subset of these financial projections were made available to DICK’S Sporting Goods.

The Foot Locker management financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the merger and merger-related expenses. The Foot Locker management financial projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the Foot Locker management financial projections in this proxy statement/prospectus should not be regarded as an indication that Foot Locker, DICK’S Sporting Goods, Evercore or any of their respective affiliates, advisors or representatives considered or consider the Foot Locker management financial projections to be predictive of actual future events, and the Foot Locker management financial projections should not be relied on as such. None of Foot Locker, DICK’S Sporting Goods, Evercore or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these Foot Locker management financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Foot Locker management financial

projections to reflect circumstances existing after the date such Foot Locker management financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Foot Locker management financial projections are shown to be in error or no longer appropriate. Neither Foot Locker nor DICK’S Sporting Goods intends to make publicly available any update or other revision to the Foot Locker management financial projections, except as required by law. None of Foot Locker, DICK’S Sporting Goods, Evercore or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any shareholder or other investor regarding the ultimate performance of Foot Locker or DICK’S Sporting Goods compared to the information contained in the Foot Locker management financial projections or that projected results will be achieved.

Foot Locker shareholders and DICK’S Sporting Goods stockholders are cautioned not to place undue, if any, reliance on the Foot Locker management financial projections included in this proxy statement/prospectus.

The Foot Locker management financial projections incorporate certain financial measures which are not GAAP measures. Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Foot Locker’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor are excluded from the SEC’s definition of “non-GAAP financial measures” and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Evercore for purposes of performing its financial analyses in connection with rendering its opinion to the Foot Locker board of directors (as described in the section entitled “—Opinion of Foot Locker’s Financial Advisor”) or by the Foot Locker board of directors in its evaluation of the merger. Accordingly, a reconciliation of the financial measures included in the Foot Locker management financial projections is not provided.

Subject to the foregoing qualifications, the following is a summary of the Foot Locker management financial projections:

As described in the section entitled “—Background of the Merger,” the Foot Locker board of directors directed Foot Locker management to develop an additional scenario which took into account the challenges to achieving the Foot Locker management financial projections in light of the announcement of tariffs and associated market turmoil and potential consumer impacts, a slower recovery by an important Foot Locker brand partner, and weaker than anticipated first quarter results. The additional scenario developed by Foot Locker management varied revenue and EBIT margin assumptions from the assumptions included in the Foot Locker management financial projections; specifically, it assumed revenue growth of approximately 1% per year for fiscal years 2026-2028 and limited the degree of EBIT margin expansion, which Foot Locker management believed was reflective of then-current business conditions. The additional scenario reflecting these assumptions was considered by the Foot Locker board of directors when determining whether to approve the merger, and at the direction of the Foot Locker board of directors, was also provided to Evercore for its reference.

Subject to the same qualifications that apply to the Foot Locker management projections discussed above, the following is a summary of the additional scenario considered by the Foot Locker board of directors:

For additional information on Foot Locker’s actual results and historical financial information, see the section entitled “Where You Can Find More Information.”

Foot Locker retained Evercore to act as its financial advisor in connection with Foot Locker’s evaluation of strategic and financial alternatives, including the merger. As part of this engagement, Foot Locker requested that Evercore evaluate the fairness of the merger consideration pursuant to the merger agreement, from a financial point of view, to the holders of Foot Locker common stock (other than any holders of any cancelled shares or any converted shares). At a meeting of the Foot Locker board of directors held on May 14, 2025, Evercore rendered to the Foot Locker board of directors its oral opinion, subsequently confirmed by delivery of a written opinion dated May 14, 2025, that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the merger consideration was fair, from a financial point of view, to the holders of Foot Locker common stock (other than any holders of any cancelled shares or any converted shares).

The full text of the written opinion of Evercore, dated May 14, 2025, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B and is incorporated by reference into this proxy statement/prospectus in its entirety. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Foot Locker board of directors (solely in its capacity as such) in connection with its evaluation of the proposed merger. The opinion does not constitute a recommendation to the Foot Locker board of directors or to any other persons in respect of the merger, including as to how any holder of shares of Foot Locker common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to Foot Locker, nor does it address the underlying business decision of Foot Locker to engage in the merger.

In connection with rendering its opinion Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such

information), and further relied upon the assurances of the management of Foot Locker that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed with the consent of the Foot Locker board of directors that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Foot Locker as to the future financial performance of Foot Locker and the other matters covered thereby. Evercore expressed no view as to the Forecasts or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed merger agreement would not differ from the draft merger agreement reviewed by Evercore, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Foot Locker, DICK’S Sporting Goods or the consummation of the merger or reduce the contemplated benefits to the holders of Foot Locker common stock of the merger.

Evercore did not conduct a physical inspection of the properties or facilities of Foot Locker or DICK’S Sporting Goods and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Foot Locker or DICK’S Sporting Goods, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Foot Locker or DICK’S Sporting Goods under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. Developments subsequent to Evercore’s opinion could affect its opinion and Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Foot Locker common stock (other than any holders of any Cancelled Shares or any Converted Shares), from a financial point of view, of the merger consideration, as of the date of its opinion. Evercore did not express any view on, and Evercore’s opinion did not address, the stock election (or the decision of any holder of Foot Locker common stock related thereto) or the stock consideration or the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Foot Locker, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Foot Locker, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the merger agreement or the merger, including, without limitation, the structure or form of the merger, or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger agreement. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to Foot Locker, nor did it address the underlying business decision of Foot Locker to engage in the merger. Evercore did not express any view on, and its opinion did not address, what the value of the DICK’S Sporting Goods common stock actually will be when issued or the prices at which Foot Locker common stock or DICK’S Sporting Goods common stock will trade at any time, including following announcement or consummation of the merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of Foot Locker common stock or any business combination or other extraordinary transaction involving Foot Locker. Evercore’s opinion did not constitute a recommendation to the Foot Locker board of directors or to any other persons in respect of the merger, including as to how any holder of shares of Foot Locker common stock should vote or act in respect of the merger. Evercore did not express any opinion as to the prices at which shares of Foot Locker common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Foot Locker or the merger or as to the impact of the merger on the solvency or viability of Foot Locker or the ability of Foot Locker to pay its obligations when they come due. Evercore is not legal, regulatory, accounting or tax experts and assumed the accuracy and completeness of assessments by Foot Locker and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Foot Locker board of directors on May 14, 2025 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 13, 2025 (the last trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Foot Locker. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore reviewed and compared certain financial information of Foot Locker to corresponding financial multiples and ratios for the following selected publicly traded companies in the retail industry (referred to as the “selected companies” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”):

For each of the selected companies and Foot Locker, using publicly available data from the five years prior to May 13, 2025, Evercore calculated (i) price as a multiple of estimated next-twelve-months earnings per share (referred to as “NTM EPS” and such multiple, “P / NTM EPS” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”) and (ii) total enterprise value (defined as equity market capitalization plus total debt plus non-controlling interests, less cash and cash equivalents less unconsolidated assets) as a multiple

of estimated next-twelve-months EBITDA (referred to as “NTM EBITDA” and such multiple, “TEV / NTM EBITDA” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”). Estimated financial data of the selected companies and Foot Locker were based on publicly available research analysts’ estimates.

The results of these calculations were as follows, in each case dated as of May 13, 2025:

For each of the selected companies and Foot Locker, Evercore also calculated (i) price as a multiple of estimated fiscal year 2025 adjusted earnings per share (referred to as “FY2025E Adjusted EPS” and such multiple, “FY2025E P / Adjusted EPS” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”) and (ii) total enterprise value (defined as equity market capitalization plus total debt plus non-controlling interests, less cash and cash equivalents less unconsolidated assets) as a multiple of estimated fiscal year 2025 Adjusted EBITDA (referred to as “FY2025E Adjusted EBITDA” and such multiple, “FY2025E TEV / Adjusted EBITDA” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”). Estimated financial data of the selected companies and Foot Locker were based on publicly available research analysts’ estimates.

The results of these calculations were as follows:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied (a) an FY2025E P / Adjusted EPS multiple reference range of 8.0x to 12.5x to FY2025E Adjusted EPS based on the Forecasts and (b) an FY2025E TEV / Adjusted EBITDA multiple reference range of 2.5x to 5.0x to FY2025E Adjusted EBITDA based on the Forecasts. Based on this range of implied enterprise values, Foot Locker’s assumed net debt of $106 million (calculated as total debt plus debt-like liabilities (excluding pension liabilities) less cash and cash equivalents) and assumed unconsolidated assets of $115 million, each as of May 3, 2025, and the number of fully diluted outstanding shares of Foot Locker common stock (calculated using the treasury stock method based on shares outstanding, stock options, PSUs, RSUs and DSUs as of May 12, 2025), in each case as provided by Foot Locker’s management, this analysis indicated a range of implied equity values per share, rounded to the nearest $0.05, of Foot Locker common stock as shown below, compared to the cash consideration of $24.00 per share of Foot Locker common stock.

Although none of the selected companies is directly comparable to Foot Locker, Evercore selected these companies because they are publicly traded companies in the retail industry that Evercore, in its professional judgment and experience, considered generally relevant to Foot Locker for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore reviewed financial information related to the following selected transactions involving target companies in the athletic specialty and specialty retail industries announced since 2014 (referred to as the “selected transactions” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

For each selected transaction, Evercore calculated the implied total enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt plus debt-like liabilities plus minority interest less cash and cash equivalents) as a multiple of last twelve-month Adjusted EBITDA for the target company at the time of the announcement of the applicable transaction (referred to as “LTM

Adjusted EBITDA” and such multiple, “TEV / LTM Adjusted EBITDA” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”). Estimated financial data of the selected transactions were based on information dated as of the time of announcement of the relevant transaction.

This analysis indicated the following:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of TEV / LTM Adjusted EBITDA multiples of 4.7x to 11.0x and applied this range of multiples to Foot Locker’s estimated LTM Adjusted EBITDA as of May 3, 2025, based on the financial results for Foot Locker provided by Foot Locker’s management. Based on this range of implied total enterprise values, Foot Locker’s estimated net debt of $106 million (calculated as total debt plus debt-like liabilities (excluding pension liabilities) less cash and cash equivalents) as of May 3, 2025, unconsolidated assets of $115 million as of May 3, 2025, and the number of fully diluted outstanding shares of Foot Locker common stock (calculated using the treasury stock method based on shares outstanding, stock options, PSUs, RSUs and DSUs as of May 12, 2025) in each case as provided by Foot Locker’s management, this analysis indicated a range of implied equity values per share of Foot Locker common stock, rounded to the nearest $0.05, of $17.55 to $40.85, compared to the cash consideration of $24.00 per share of Foot Locker common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Foot Locker and none of the selected transactions is directly comparable to the merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Foot Locker for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using the data of the selected transactions.

Evercore performed a discounted cash flow analysis of Foot Locker to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that Foot Locker was forecasted to generate during the period from Foot Locker’s fiscal year 2025 through fiscal year 2029 based on the Forecasts. Evercore calculated terminal values for Foot Locker by applying perpetuity growth rates of (2.0)% to 2.0%, which range was selected based on Evercore’s professional judgment and experience, to terminal year estimates of the unlevered, after-tax free cash flows that Foot Locker was forecasted to generate based on the Forecasts. The cash flows and terminal values in each case were then discounted to present value as of fiscal year end February 1, 2025, using discount rates ranging from 12.0% to 14.0%, which were based on an estimate of Foot Locker’s weighted average cost of capital, and the mid-year cash flow discounting convention. In calculating implied total enterprise values, Evercore assumed that as of fiscal year end February 1, 2025, Foot Locker had net debt of $49 million and unconsolidated assets of $115 million, in each case as reported in Foot Locker’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (referred to as the “FY2024 10-K” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”). Based on this range of implied total enterprise values and the number of fully diluted outstanding shares of Foot Locker common stock (calculated using the treasury stock method based on shares outstanding, stock options, PSUs, RSUs and DSUs as of May 12, 2025), in each case as provided by Foot Locker’s management, this analysis indicated a range of implied equity values per share of Foot Locker common stock, rounded to the nearest $0.05, of $20.95 to $30.90, compared to the cash consideration of $24.00 per share of Foot Locker common stock.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore conducted an additional Selected Publicly Traded Companies Analysis in the same manner as described above, using the financial information of the same publicly traded companies in the retail industry, but applied the FY2025E P / Adjusted EPS and FY2025E TEV / Adjusted EBITDA reference ranges described above to Wall Street consensus estimates of Foot Locker’s FY2025E Adjusted EPS and FY2025E Adjusted EBITDA. Based on this range of implied enterprise values, Foot Locker’s assumed net debt of $106 million (calculated as total debt plus debt-like liabilities (excluding pension liabilities) less cash and cash equivalents) and assumed unconsolidated assets of $115 million, each as of May 3, 2025, and the number of fully diluted outstanding shares of Foot Locker common stock (calculated using the treasury stock method based on shares outstanding, stock options, PSUs, RSUs and DSUs as of May 12, 2025), in each case as provided by Foot Locker’s management, this analysis indicated a range of implied equity values per share, rounded to the nearest $0.05, of Foot Locker common stock as shown below, compared to the cash consideration of $24.00 per share of Foot Locker common stock.

Using an additional scenario developed by Foot Locker management that incorporated additional risks which Foot Locker management believed were reflective of then-current business conditions (referred to as the “Additional Scenario” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor” and described in further detail under the sections entitled “—Background of the Merger” and “—Foot Locker Management Financial Projections”), at the direction of the Foot Locker board of directors, Evercore performed a discounted cash flow analysis of Foot Locker to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, that Foot Locker was forecasted to generate during the period from Foot Locker’s fiscal year 2025 through fiscal year 2029 based on the Additional Scenario. Evercore calculated terminal values for Foot Locker by applying perpetuity growth rates of (2.0)% to 2.0%, which range was selected based on Evercore’s professional judgment and experience, to terminal year estimates of the unlevered, after-tax free cash flows that Foot Locker was forecasted to generate based on the Additional Scenario. The cash flows and terminal values in each case were then discounted to present value as of fiscal year end February 1, 2025, using discount rates ranging from 12.0% to 14.0%, which were based on an estimate of Foot Locker’s weighted average cost of capital, and the mid-year cash flow discounting convention. In calculating implied total enterprise values, Evercore assumed that as of fiscal year end February 1, 2025, Foot Locker had net debt of $49 million and unconsolidated assets of $115 million, in each case as reported in Foot Locker’s FY2024 10-K. Based on this range of implied total enterprise values and the number of fully diluted outstanding shares of Foot Locker common stock (calculated using the treasury stock method based on shares outstanding, stock options, PSUs, RSUs and DSUs as of May 12, 2025), in each case as provided by Foot Locker’s management, this analysis indicated a range of implied equity values per share of Foot Locker common stock, rounded to the nearest $0.05, of $17.00 to $25.05, compared to the cash consideration of $24.00 per share of Foot Locker common stock.

Evercore performed an illustrative analysis of the implied present value of the future price per share of Foot Locker common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of that company’s estimated earnings per share (referred to as EPS) and its assumed price to future EPS multiple. For this analysis, Evercore based the projected financial data for fiscal years 2025, 2026, 2027, 2028 and 2029 on each of the Forecasts and the Additional Scenario.

In calculating the implied present value of the future price per share of Foot Locker common stock, Evercore first calculated the implied future price per share of Foot Locker common stock by multiplying the estimated EPS

for fiscal years 2026, 2027, 2028 and 2029 by a range of Foot Locker’s assumed price to earnings ratios (referred to as P/E ratios) from 8.0x to 12.5x for the twelve months following the end of each fiscal year from 2025 through 2028 (referred to as the “NTM periods” solely for the purposes of this section entitled “Opinion of Foot Locker’s Financial Advisor”). Evercore then discounted the implied total share prices back to May 13, 2025, using a discount rate of 14.5%, which reflects an estimate of Foot Locker’s cost of equity. Accounting for sensitivity in the assumed P/E ratio for the NTM periods ranging between 8.0x and 12.5x and for the value of Foot Locker dividends, this analysis resulted in the below ranges of implied present values per share, rounded to the nearest $0.05, of Foot Locker common stock based on each of the Forecasts and the Additional Scenario, compared to the cash consideration of $24.00 per share of Foot Locker common stock.

Evercore performed an illustrative leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of Foot Locker. Evercore conducted its illustrative leveraged buyout analysis based on financials for Foot Locker’s fiscal year ended 2024 and financial projections for the fiscal years ending 2025 through 2029 based on the Forecasts as well as on the Additional Scenario. Evercore assumed a transaction closing date of February 1, 2025, net debt of $49 million and unconsolidated assets of $115 million. Evercore selected the leverage multiple, financing terms, exit multiple, fees and target internal rate of return based upon the application of its professional judgment and expertise.

The following table summarizes Evercore’s analysis, with the implied equity values per share of Foot Locker common stock:

Evercore reviewed selected public market trading price targets for the shares of Foot Locker common stock prepared and published by equity research analysts that were publicly available as of May 13, 2025. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Foot Locker common stock at the time the price target was published. As of May 13, 2025, the range of selected equity research analyst price targets per share of Foot Locker common stock was $11.00 to $24.00. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Foot Locker common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Foot Locker and future general industry and market conditions.

Using publicly available information, Evercore reviewed 119 transactions and announced bids for control of publicly listed targets with an aggregate transaction value between $1.0 billion and $10.0 billion announced since March 1, 2020. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the one-day, one-week, 30-day and 90-day volume weighted average price (referred to as VWAP) per share of the target companies on the pre-leak date of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 20.0% to 50.0% to the closing price per share of Foot Locker common stock of $13.31 on May 13, 2025. This analysis indicated a range of implied equity values per share of Foot Locker common stock, rounded to the nearest $0.05, of $15.95 to $19.95, compared to the cash consideration of $24.00 per share of Foot Locker common stock.

Evercore reviewed historical trading prices of shares of Foot Locker common stock during the twelve-month period ended May 13, 2025, noting that the low and high closing prices during such period, rounded to the nearest $0.05, ranged from $11.10 to $32.95 per share of Foot Locker common stock, respectively.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Foot Locker board of directors. In connection with the review of the merger by the Foot Locker board of directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Foot Locker common stock. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Foot Locker or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Foot Locker board of directors as to the fairness, from a financial point of view, of the merger consideration to the holders of Foot Locker common

stock (other than any holders of any cancelled shares or any converted shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Foot Locker board of directors (in its capacity as such) in connection with its evaluation of the proposed merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Foot Locker board of directors or Foot Locker’s management or that any specific amount of consideration constituted the only appropriate consideration in the merger for the holders of Foot Locker common stock.

Pursuant to the terms of Evercore’s engagement letter with Foot Locker, entered into on June 7, 2024 (as amended on April 24, 2025), Foot Locker has agreed to pay Evercore a fee for its services in the aggregate amount of approximately $40 million, of which (i) $1 million was payable upon delivery of Evercore’s opinion in connection with the merger agreement and is fully creditable against any fee payable upon the consummation of the merger and (ii) the remainder will be payable contingent upon the consummation of the merger. Foot Locker has also agreed to reimburse Evercore for certain of its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Foot Locker, but Evercore has not received any compensation from Foot Locker during such period. In addition, during the two year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to DICK’S Sporting Goods and have not received any compensation from DICK’S Sporting Goods during such period. Evercore may provide financial advisory or other services to Foot Locker, DICK’S Sporting Goods and/or their respective affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Foot Locker, DICK’S Sporting Goods, potential parties to the merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Foot Locker or DICK’S Sporting Goods.

Foot Locker engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

In considering the recommendations of the Foot Locker board of directors with respect to the merger, Foot Locker shareholders should be aware that Foot Locker’s non-employee directors and executive officers have certain interests, including financial interests, in the merger that may be different from, or in addition to, the interests of Foot Locker shareholders generally. The Foot Locker board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement, and in making its recommendation that Foot Locker shareholders adopt the merger agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and tables below and in the section of this proxy statement/prospectus entitled “The Merger—Golden Parachute Compensation.”

Foot Locker’s non-employee directors are as follows:

Foot Locker’s executive officers are as follows: