迪克体育用品美股招股说明书(2025-07-11版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Foot Locker, Inc. Shareholder: On May15, 2025, Foot Locker, Inc.(which we refer to as “Foot Locker”), DICK’S Sporting Goods, Inc. (which we refer to as “DICK’SSporting Goods”) and RJS Sub LLC, a direct wholly owned subsidiary of DICK’S Sporting Goods (which we refer to as “Merger Sub”) entered intoan Agreement and Plan of Merger that provides for the acquisition of Foot Locker by DICK’S Sporting Goods (such agreement, as it may beamended from time to time, we refer to as the “merger agreement”). Pursuant to the terms of the merger agreement, Merger Sub will merge with andinto Foot Locker, with Foot Locker surviving the merger and becoming a wholly owned subsidiary of DICK’S Sporting Goods (which we refer to asthe “merger”). The respective boards of directors of Foot Locker and DICK’S Sporting Goods have unanimously approved the merger agreement andthe 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, parvalue $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 themerger 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 “cashconsideration”) 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 SportingGoods (which we refer to as the “stock consideration”). You may elect a different form of consideration for each share of Foot Locker common stockyou 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 FootLocker common stock, a combination of the cash consideration for a selected number of shares and the stock consideration for the remaining numberof shares. The election is not subject to a minimum or maximum amount of cash consideration or stock consideration. Holders of Foot Lockercommon 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 anyfractional 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”) onMay14, 2025, the last trading day before the public announcement of the merger, the exchange ratio represented approximately $24.48 in value instock consideration. Based on the closing price of DICK’S Sporting Goods common stock on the NYSE on July 10, 2025, the last practicable tradingday before the date of the accompanying proxy statement/prospectus, of $214.63, the exchange ratio represented approximately $25.07 in value instock consideration. The implied value of the stock consideration will fluctuate as the market price of DICK’S Sporting Goods common stockfluctuates because the stock consideration is payable in a fixed number of shares of DICK’S Sporting Goods common stock. As a result, the value ofthe stock consideration that Foot Locker shareholders electing the stock consideration will receive upon completion of the merger could be greaterthan, 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 thespecial meeting of the Foot Locker shareholders described in the accompanying proxy statement/prospectus (which we refer to as the “specialmeeting”) or on the date on which Foot Locker shareholders make their election. Accordingly, you should obtain current stock price quotations forDICK’S Sporting Goods common stock and Foot Locker common stock before deciding how to vote with respect to the approval of the mergeragreement proposal or before making your election. DICK’S Sporting Goods common stock and Foot Locker common stock trade on the NYSEunder the symbols “DKS” and “FL,” respectively. The Foot Locker board of directors unanimously (i) determined that the terms of the merger agreement and the transactionscontemplated thereby, including the merger, are fair to, and in the best interests of, Foot Locker and its shareholders, (ii) determined that itis in the best interests of Foot Locker and its shareholders, and declared it advisable, to enter into the merger agreement and to consummatethe merger, (iii) approved the execution and delivery by Foot Locker of the merger agreement and the performance by Foot Locker of itsagreements and obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, subject to theconditions 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