Monitor DKS's next quarterly report for actual combined results and any integration cost or synergy realization updates. The pro forma shows material EPS dilution — watch for management's timeline to return to pre-acquisition profitability levels.
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Executive Summary
DICK'S Sporting Goods filed an 8-K on September 21, 2026, providing unaudited pro forma financial statements for the fiscal year ended January 31, 2026, reflecting its $2.5 billion acquisition of Foot Locker (completed September 8, 2025). The pro forma combined net sales are $21.78 billion with pro forma net income of $563.95 million, down from DICK's standalone net income of $849.24 million, primarily due to Foot Locker's historical operating losses and transaction adjustments. This is a routine filing to provide required pro forma financials — no new material events are disclosed.
Key Facts
- DICK'S completed the acquisition of Foot Locker on September 8, 2025, for total consideration of approximately $2.5 billion ($0.2 billion cash + ~9.6 million shares of DKS common stock).
- Pro forma combined net sales for FY ended January 31, 2026: $21,781,120,000 (DKS standalone: $17,215,120,000).
- Pro forma combined net income: $563,950,000 vs DKS standalone net income of $849,239,000 — a decline of ~33.6%.
- Pro forma diluted EPS: $6.21 vs DKS standalone diluted EPS of $9.97.
- DKS issued $381.9 million aggregate principal amount of 4.000% Senior Notes due 2029 in connection with the exchange offer for Foot Locker's notes.
- The pro forma financials do not include cost savings, revenue synergies, or integration costs.
Financial Impact
Pro forma net income declined ~$285M (33.6%) vs DKS standalone; pro forma diluted EPS fell from $9.97 to $6.21. The acquisition added ~$4.57B in net sales but Foot Locker contributed operating losses of ~$297M (26 weeks) and ~$10M (Aug 3–Sep 8, 2025).
Risk Factors
- Foot Locker contributed significant operating losses in the pro forma period; integration may take longer than expected to achieve profitability.
- Pro forma net income declined ~33.6% vs DKS standalone — the acquisition is currently dilutive to earnings.
- The pro forma excludes cost savings and revenue synergies; actual results may differ materially.
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001140361-26-037192 |
| Document: ef20082169_8k.htm | 0001140361-26-037192 |
| Document: 0001140361-26-037192-index-headers.html | 0001140361-26-037192 |
| Document: 0001140361-26-037192-index.html | 0001140361-26-037192 |
| Document: 0001140361-26-037192.txt | 0001140361-26-037192 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | Institutional Cluster | $144.67 | awaiting T+20 | — | $141.50 (−2.19%) |
Oct 5, 2026 22d ago | SC 13G/A | $137.13 | awaiting T+20 | — | $141.50 (+3.19%) |
Oct 1, 2026 25d ago | Insider Cluster | $136.08 | awaiting T+20 | — | $141.50 (+3.98%) |
Sep 29, 2026 28d ago | Court Ruling | $134.29 | awaiting T+20 | — | $141.50 (+5.37%) |
Sep 25, 2026 4w ago | 8-K | $134.16 $144.48 | ▲ +7.69% | ▲ +7.72% | $141.50 (+5.47%) |
Sep 24, 2026 4w ago | Insider Cluster | $136.43 $144.67 | ▲ +6.04% | ▲ +7.52% | $141.50 (+3.72%) |
Sep 21, 2026 5w ago | S-3ASR | $123.63 $143.77 | ▲ +16.29% | ▲ +17.20% | $141.50 (+14.45%) |
Sep 21, 2026 5w ago | 8-K | $123.63 $143.77 | ▲ +16.29% | ▲ +17.20% | $141.50 (+14.45%) |
Sep 2, 2026 7w ago | Insider Cluster | $139.77 $136.08 | ▼ −2.64% | ▼ −2.18% | $141.50 (+1.24%) |
Sep 2, 2026 7w ago | Insider Cluster | $139.77 $136.08 | ▼ −2.64% | ▼ −2.18% | $141.50 (+1.24%) |
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