Dick's Sporting Goods, Inc. and Foot Locker, Inc. have announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) in connection with the previously announced acquisition of Foot Locker by Dick's Sporting Goods. The merger is expected to close on September 8, 2025, subject to the satisfaction of remaining customary closing conditions.
Following the expiration of the waiting period under the HSR Act, all required regulatory approvals to complete the merger have been received. Foot Locker shareholders approved the merger at the Foot Locker special meeting held on August 22, 2025.
The deadline for Foot Locker shareholders of record to elect the form of consideration they wish to receive in connection with the merger is 5:00 p.m., Eastern Time on August 29, 2025. Participants in the Foot Locker 401(k) plan and Foot Locker Puerto Rico Savings Plan are subject to an earlier election deadline with respect to shares of Foot Locker common stock allocated to such participants under the plans and should submit their elections for such shares by 5:00 p.m., Eastern Time on August 27, 2025.
As per the election materials and in the parties' proxy statement/prospectus dated July 11, 2025, each Foot Locker shareholder may elect to receive, for each share of Foot Locker common stock held prior to the closing of the merger, either $24.00 in cash or 0.1168 shares of Dick's Sporting Goods common stock. Foot Locker shareholders who fail to make a proper election by the election deadline will receive cash consideration for their shares of Foot Locker common stock. Foot Locker shareholders who otherwise would have received a fractional share of Dick's Sporting Goods common stock upon an election for stock consideration will receive cash in lieu of such fractional share.
Foot Locker shareholders of record wishing to make an election must deliver properly completed election materials to Equiniti Trust Company, LLC by the election deadline. Additional information about the election, deadlines, and contacts can be found in materials sent to Foot Locker shareholders beginning on July 23, 2025.
The merger consideration, election process, and other details are contained in the proxy statement/prospectus, and Foot Locker shareholders are urged to read the proxy statement/prospectus carefully and in its entirety.
As of now, the merger is on track to be completed on September 8, 2025, subject to the satisfaction of remaining customary closing conditions. Today the company's shares have moved -0.19% to a price of $26.38. If you want to know more, read the company's complete 8-K report here.
