DICK'S SPORTING GOODS, INC. - Annual Report: 2025 (Form 10-K)

Other Data:

Comparable sales increase (5)

5.2 %2.6 %

Interest expense

Other income()()()

INCOME BEFORE INCOME TAXES

Provision for income taxes

NET INCOME

$ $ $

EARNINGS PER COMMON SHARE:

Basic

$ $ $

Diluted

$ $ $

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

Diluted

See accompanying notes to consolidated financial statements.


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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Fiscal Year Ended

February 1,
2025

February 3,
2024

January 28,
2023

NET INCOME

OTHER COMPREHENSIVE LOSS:

Long-term operating lease liabilities

Other long-term liabilities

Total long-term liabilities

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

Preferred stock, par value $ per share; shares authorized

Common stock, par value $ per share; shares authorized; issued and outstanding at February 1, 2025; issued and outstanding at February 3, 2024

Class B common stock, par value $ per share; shares authorized; issued and outstanding at February 1, 2025 and February 3, 2024, respectively

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

()

Treasury stock, at cost; and shares at February 1, 2025 and February 3, 2024, respectively

()

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

See accompanying notes to consolidated financial statements.


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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(in thousands, except per share data)

Class B
Common Stock

Common Stock

Additional
Paid-In
Capital

Retained
Earnings

Accumulated Other Comprehensive Loss

Treasury
Stock

Total

Amount

BALANCE, January 29, 2022

()

Adjustment for cumulative effect from change in accounting principle (ASU 2020-06)

—

()

—

()

Exchange of convertible senior notes due 2025 and partial unwind of convertible bond hedge and warrants

—

Exchange of Class B common stock for common stock

()

—

Exercise of stock options

—

Restricted stock vested

—

()

—

Minimum tax withholding requirements

()

—

()

—

()

Net income

—

Stock-based compensation

—

Foreign currency translation adjustment, net of taxes of $

—

()

—

()

Purchase of shares for treasury

()

—

()

Cash dividends declared, $ per common share

—

()

—

()

BALANCE, January 28, 2023

()

Retirement of convertible senior notes due 2025 and termination of convertible bond hedge and warrants

—

Exercise of stock options

—

Restricted stock vested

—

()

—

Minimum tax withholding requirements

()

—

()

—

()

Net income

—

Stock-based compensation

—

Foreign currency translation adjustment, net of taxes of $

—

()

—

()

Purchase of shares for treasury, including excise tax

()

—

()

Cash dividends declared, $ per common share

—

()

—

()

BALANCE, February 3, 2024

()

Exercise of stock options

—

Restricted stock vested

—

()

—

Minimum tax withholding requirements

()

—

()

—

()

Net income

—

Stock-based compensation

—

Foreign currency translation adjustment, net of taxes of $

—

()

—

()

Purchase of shares for treasury, including excise tax

()

—

()

Cash dividends declared, $ per common share

—

()

—

()

BALANCE, February 1, 2025

()

See accompanying notes to consolidated financial statements.


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DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Fiscal Year Ended

February 1,
2025

February 3,
2024

January 28,
2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Amortization of deferred financing fees and debt discount

Deferred income taxes

()

Stock-based compensation

Other, net

()

Changes in assets and liabilities:

Accounts receivable

()

Inventories

()

Prepaid expenses and other assets

()

Accounts payable

Accrued expenses

()

Income taxes payable / receivable

()

Construction allowances provided by landlords

Deferred revenue and other liabilities

Operating lease assets and liabilities

()

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

()

Proceeds from sale of other assets

Other investing activities

()

Net cash used in investing activities

()

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal paid in connection with exchange of convertible senior notes

()

Payments on finance lease obligations

()

Proceeds from exercise of stock options

Minimum tax withholding requirements

()

Cash paid for treasury stock

()

Cash dividends paid to stockholders

()

Increase (decrease) in bank overdraft

()

Net cash used in financing activities

()

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

()

NET DECREASE IN CASH AND CASH EQUIVALENTS

()

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD

Supplemental disclosure of cash flow information:

Accrued property and equipment

Cash paid during the fiscal year for interest, net of capitalized amounts

Cash paid during the fiscal year for income taxes

Accrued treasury stock

See accompanying notes to consolidated financial statements.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Summary of Significant Accounting Policies

DICK’S Sporting Goods locations across the United States, serving and inspiring athletes and outdoor enthusiasts to achieve their personal best through a blend of dedicated teammates, in-store experiences and unique specialty shop-in-shops. In addition to DICK’S Sporting Goods stores, the Company owns and operates Golf Galaxy, Public Lands and Going Going Gone! specialty concept stores, and also offers its products online and through its mobile apps. The Company also owns and operates DICK’S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile app for live streaming, scheduling, communications and scorekeeping. When used in this Annual Report on Form 10-K, unless the context otherwise requires or specifies, any reference to “year” is to the Company’s fiscal year. million, $ million and $ million for fiscal 2024, 2023 and 2022, respectively, and is recorded within other income on the Consolidated Statements of Income. $ Money market funds Total cash and cash equivalents$ $

(1)Cash includes amounts due from third-party financial institutions for the settlement of credit card and debit card transactions, which typically process within business days.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

million and $ million, respectively, of checks drawn in excess of cash balances not yet presented for payment.

million and $ million, respectively. The Company’s allowance for credit losses totaled $ million and $ million at February 1, 2025 and February 3, 2024, respectively.

million and $ million at February 1, 2025 and February 3, 2024, respectively.- years

Leasehold improvements

- years

Furniture, fixtures and equipment

- years

Computer software

- years

For leasehold improvements and property and equipment under finance lease agreements, depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the assets or the lease term. Leasehold improvements made after lease commencement are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured. The Company recognized depreciation expense of $ million, $ million and $ million in fiscal 2024, 2023 and 2022, respectively.

. Certain upgrades or modifications to the Company’s internally-used software are capitalized if they enhance the software’s functionality or extend its useful life. These costs are included within property and equipment on the Company’s Consolidated Balance Sheets.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

million and $ million of gift card breakage revenue, respectively, and experienced approximately $ million and $ million of gift card redemptions in fiscal 2024 and fiscal 2023, respectively, that had been included in its gift card liability as of February 3, 2024 and January 28, 2023, respectively. Based on the Company’s historical experience, the majority of gift card revenue is recognized within months of deferral. The cards have no expiration date.

Loyalty program points are accrued at the estimated retail value per point, net of estimated breakage. The Company estimates the breakage of loyalty points based on historical redemption rates experienced within the loyalty program. Based on the Company’s customer loyalty program policies, the majority of program points earned are redeemed or expire within months. Refer to Note 6 – Deferred Revenue and Other Liabilities for additional information regarding the amount of these liabilities at February 1, 2025 and February 3, 2024.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

$ $

Apparel

Footwear (2)

Other (3)

Total net sales$ $ $

(1)Includes items such as sporting goods equipment, fitness equipment, golf equipment and fishing gear.

(2)Includes athletic shoes for running, walking, tennis, fitness and cross training, basketball and hiking. In addition, this category also includes specialty footwear, including casual footwear and a complete line of cleats for team sports.

(3)Includes the Company’s non-merchandise sales categories, including in-store services, shipping and GameChanger revenues.

million, $ million and $ million for fiscal 2024, 2023 and 2022, respectively.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

million and $ million as of February 1, 2025 and February 3, 2024, respectively.

Invoices confirmed

Confirmed invoices paid

()

Balance at end of year


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

$ $ Effect of dilutive securitiesInterest expense associated with Convertible Senior Notes, net of tax

Net income for earnings per common share – diluted

$ $ $ Denominator:

Weighted average common shares outstanding – basic

Dilutive effect of stock-based awards Dilutive effect of warrants Dilutive effect of Convertible Senior Notes

Weighted average common shares outstanding – diluted

Earnings per common share:Basic$ $ $ Diluted$ $ $ Stock-based awards excluded from diluted shares

The dilutive effect of the Convertible Senior Notes included shares that were designed to be offset at settlement by shares delivered from the bond hedge purchased by the Company. The shares provided by the bond hedge were anti-dilutive; accordingly, they were not treated as a reduction to diluted weighted average shares outstanding until received at settlement. In addition, the dilutive effect of the Convertible Senior Notes included shares related to the outstanding principal amount of the Convertible Senior Notes. Although the Company was required to assume that the Convertible Senior Notes would be settled in shares of its common stock in accordance with the “if-converted method” under U.S. GAAP, the Company settled the Convertible Senior Notes without dilutive effect, due to cash payments for principal, shares received from the convertible bond hedge and share repurchases to offset the share settlement of the remaining $ million of principal during fiscal 2023. Refer to Note 10 – Convertible Senior Notes for further information.

Leasehold improvements

Furniture, fixtures and equipment

Computer software

Total property and equipment

Less: accumulated depreciation and amortization

()()

Net property and equipment

$ $

million and $ million for fiscal 2024 and 2023, respectively, and fiscal 2023 included $ million of property and equipment for which deposits were previously recorded within other assets on the Consolidated Balance Sheets.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

million, net of accumulated impairments of $ million, for both fiscal 2024 and 2023. In fiscal 2023, the Company recorded $ million of impairment charges in connection with the Business Optimization, refer to Note 11 - Fair Value Measurements for further information. impairment charges were recorded in fiscal 2024 or 2022.

Intangible Assets

$— $ $—

Trade names (indefinite-lived)

— —

Other indefinite-lived intangible assets

— — Total indefinite-lived intangible assets — —

Customer lists

() ()

Total intangible assets

$ $()$ $()

In fiscal 2023, the Company recorded a $ million impairment of an indefinite-lived trademark that was no longer in use within selling, general and administrative expenses on the Consolidated Statement of Income. In addition, the Company recorded amortization on its finite-lived intangible assets of $ million, $ million and $ million in fiscal 2024, 2023 and 2022, respectively.

$ Real estate taxes, utilities and other occupancy costs Property and equipment Sales tax Other Total accrued expenses$ $


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Customer loyalty program

Other

Total current deferred revenue and other liabilities

$ $

Long-term:

Deferred compensation$ $

$ $ Non-cash operating lease assets obtained in exchange for operating lease liabilities $ $ $

Supplemental balance sheet information related to operating leases were as follows:

February 1,
2025

February 3,
2024

Weighted average remaining lease term for operating leases

years

Weighted average discount rate for operating leases


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

2026 2027 2028 2029 Thereafter Total future undiscounted lease payments Less: imputed interest() Total reported lease liability$

The Company has entered into operating leases related to future store locations that have not yet commenced. As of February 1, 2025, the future minimum payments on these leases approximated $ million.

The Company acts as sublessor on several operating leases. As of February 1, 2025, total future undiscounted minimum rentals under non-cancellable subleases approximated $ million.

billion in unsecured revolving credit capacity (the “Credit Facility”), of which up to $ million is available for letters of credit. The Credit Facility matures on January 14, 2027, subject to extensions permitted under the Credit Agreement, and allows for $ million in additional incremental borrowing capacity, subject to existing or new lenders agreeing to provide such additional revolving commitments.

The loans under the Credit Facility bear interest at an alternate base rate or an adjusted secured overnight financing rate (“SOFR”) plus, in each case, an applicable margin of % with respect to the alternate base rate and % with respect to the adjusted SOFR as of February 1, 2025, which is subject to adjustment based on the Company’s public debt rating. The Credit Facility allows voluntary repayment of outstanding loans at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans. The unused portion of the Credit Facility is subject to a commitment fee of % per year as of February 1, 2025, which is adjusted based on the Company’s public debt rating. There were borrowings outstanding under the Company’s revolving line of credit agreements at February 1, 2025 or February 3, 2024. After adjusting for outstanding letters of credit of $ million, the Company’s total remaining borrowing capacity under the Credit Facility was $ billion at February 1, 2025.

The Credit Agreement contains representations and warranties, affirmative and negative covenants and events of default customary for unsecured financings of this type, including negative covenants that, among other things, limit the ability of the Company and certain of its subsidiaries to incur liens, limit the ability of the Company to make certain fundamental changes and limit the ability of the Company’s non-guarantor subsidiaries to incur indebtedness, in each case subject to a number of important exceptions and qualifications. The Credit Agreement also contains a maximum lease-adjusted leverage ratio covenant. The Company was in compliance with all covenants of the Credit Agreement at February 1, 2025.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

million aggregate principal amount of % senior notes due 2032 (the “2032 Notes”) and $ million aggregate principal amount of % senior notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Senior Notes”). The Senior Notes were issued under a base indenture, dated as of January 14, 2022 (the “Base Indenture”), as supplemented by a supplemental indenture, dated as of January 14, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case by and between the Company and U.S. Bank National Association, as trustee. The Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment to all of the Company’s existing and future unsecured and unsubordinated debt and other obligations. The Company is required to pay interest on the Senior Notes semi-annually, in arrears, on January 15 and July 15 of each year, commencing on July 15, 2022.

Net Proceeds and Carrying Values

Net proceeds from the issuance of the Senior Notes totaled approximately $ billion, after deducting the applicable discount. The Company also incurred approximately $ million in offering expenses, including underwriting fees, related to the issuance of the Senior Notes. Together, the discount, underwriting fees and offering expenses will be amortized over the respective terms of the Senior Notes using the effective interest method. The Company recognized interest expense related to the Senior Notes of $ million in each of fiscal 2024, 2023 and 2022, using an effective interest rate of % on the 2032 Notes and % on the 2052 Notes.

$ $ $ $ $ Discounts and issuance costs()()()()()()Carrying amount$ $ $ $ $ $

Redemption

The Company may redeem the Senior Notes in whole or in part, at its option, at any time and from time-to-time prior to (i) in the case of the 2032 Notes, October 15, 2031 (the date that is three months before the maturity date of the 2032 Notes), and (ii) in the case of the 2052 Notes, July 15, 2051 (the date that is six months before the maturity date of the 2052 Notes) (the applicable date with respect to each such series of Senior Notes, the “Applicable Par Call Date”), in each case, at a “make-whole” price described in the Supplemental Indenture plus accrued and unpaid interest to, but excluding, the redemption date. In addition, on or after the Applicable Par Call Date, the Company may redeem either series of the Senior Notes, in whole or in part, at its option, at any time and from time-to-time, at a redemption price equal to % of the principal amount of the Senior Notes of such series to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

Change in Control

In the event of certain change of control triggering events with respect to the Senior Notes of either series (subject to certain exceptions), the Company will be required to make an offer to each holder of the applicable Notes of such series to repurchase all or part of its Senior Notes of such series at a purchase price in cash equal to % of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.

Covenants

The Indenture contains certain covenants that, among other things, restrict the Company’s and certain of its subsidiaries’ ability to incur certain indebtedness secured by liens on certain assets and limit the ability of the Company to make certain fundamental changes, in each case subject to a number of exceptions and qualifications described in the Indenture. The Indenture also provides for customary events of default which, if any of them occur, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable, as applicable. The Company was in compliance with its covenants at February 1, 2025.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

10.

million of % Convertible Senior Notes. In connection with the issuance of the Convertible Senior Notes, the Company purchased a bond hedge to offset the potential dilution to stockholders from the conversion of the Convertible Senior Notes, partially offsetting its cost by selling warrants to acquire shares of the Company’s common stock.

During fiscal 2022 and fiscal 2023, the Company entered into multiple agreements with certain holders of the Convertible Senior Notes to exchange, and ultimately retire in the first quarter of fiscal 2023, all of its Convertible Senior Notes and all accrued and unpaid interest for a combination of cash and shares of the Company’s common stock. Concurrently with each of the exchange transactions, the Company entered into agreements with certain counterparties to terminate a proportionate amount of the bond hedge and warrant agreements (collectively, the “Notes Exchanges”).

In connection with the fiscal 2022 Notes Exchanges, the Company recognized pre-tax non-cash inducement charges of $ million, which were recorded within interest expense on the Consolidated Statement of Income, paid a total of $ million to noteholders to redeem the principal amount of the Convertible Senior Notes with a carrying value of $ million, and issued million shares of the Company's common stock to terminate the proportionate amount of the bond hedge and warrants. The retirement of the remaining $ million of Convertible Senior Notes in the first quarter of fiscal 2023 was substantially settled by shares of the Company’s common stock, and together with the termination of the bond hedge and warrants, the Company issued million shares of its common stock and recorded $ million to additional paid-in-capital.

During fiscal 2023 and 2022, the Company recognized interest expense related to the Convertible Senior Notes of $ million and $ million, respectively, or $ million and $ million, net of tax, which included the aforementioned inducement charges. As of the end of fiscal 2023, the Company no longer had outstanding Convertible Senior Notes, bond hedges or warrants.

11.

million and $ million, respectively. The liability for compensation deferred under the Company’s plans is included within other long-term liabilities on the Consolidated Balance Sheets. $ $ $ 2052 Notes$ $ $ $

Due to their short-term nature, the fair value of cash and cash equivalents, accounts receivable, accounts payable and certain other liabilities approximated their carrying values at both February 1, 2025 and February 3, 2024.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Moosejaw stores. The Company incurred pre-tax charges of $ million from its Business Optimization, including $ million of non-cash impairments of store and intangible assets, $ million of severance-related costs and a $ million write-down of inventory. The $ million write-down of inventory is reflected within cost of goods sold, while the remaining $ million of severance-related costs and non-cash impairments are reflected within selling, general and administrative expenses on the Consolidated Statement of Income. Depreciation and amortization on the Consolidated Statement of Cash Flows included $ million of non-cash impairment of store assets from these actions in fiscal 2023.

Field & Stream stores to DICK’S House of Sport stores, expanded DICK’S Sporting Goods stores, or other specialty concept stores. The Company closed of these stores for conversion during the fourth quarter of 2022 and incurred pre-tax charges totaling $ million, which included $ million of non-cash impairment of store assets, $ million of severance and a $ million write-down of inventory. The $ million non-cash impairment of store assets was reflected within selling, general and administrative expenses on the Consolidated Statement of Net Income and within depreciation and amortization on the Consolidated Statement of Cash Flows.

12.

shares of common stock, par value $ per share, and the issuance of shares of Class B common stock, par value $ per share. In addition, the Company’s Amended and Restated Certificate of Incorporation authorizes the issuance of up to shares of preferred stock.

Holders of common stock generally have rights identical to holders of Class B common stock, except that holders of common stock are entitled to vote per share and holders of Class B common stock are entitled to votes per share. A related party, relatives of the related party and their trusts hold all outstanding Class B common stock, which can only be held by members of this group. Class B common shares are not publicly tradable. Each share of Class B common stock can be converted at any time into share of common stock at the holder’s option.

Dividends per Common Share

The Company declared aggregate cash dividends of $, $ and $ per share of common stock and Class B common stock during fiscal 2024, 2023 and 2022, respectively, which resulted in cash payments for dividends of $ million, $ million and $ million, respectively.

Treasury Stock

On December 16, 2021, the Company’s Board of Directors authorized a share repurchase program of up to $ billion of its common stock, which the Company may suspend or discontinue at any time.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Treasury stock acquired during the fiscal year, including excise tax$ $ $

(1) Fiscal 2024 includes $ million of cash settlements for shares of treasury stock that was paid in the first week of fiscal 2025.

As of February 1, 2025, the Company had $ million remaining under the authorization.

13.

$ $

State

Total current provision

Deferred:

Federal

()

State

()() Total deferred provision()

Total provision

$ $ $

% % %

State tax, net of federal benefit

% % %Excess tax benefit related to stock-based compensation()%()%()%Eliminated bond hedge deduction following Convertible Senior Notes exchanges % % %

Other permanent items

()% %()%

Effective income tax rate

% % %


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Inventory

Employee benefits and withholdings

Stock-based compensation

Gift cards

Deferred revenue currently taxable

Other accrued expenses not currently deductible for tax purposes

Net operating loss carryforward

Non income-based tax reserves Uncertain income tax positions

Insurance

Intangibles

Other

Total deferred tax assets

Operating lease assets()()

Property and equipment

()()

Inventory valuation

()()

Intangibles

()

Prepaid expenses

()()

Total deferred tax liabilities

()()

Net deferred tax asset

$ $

The net deferred tax asset balances at February 1, 2025 and February 3, 2024 were included within long-term assets on the Consolidated Balance Sheets.

No additional income taxes have been provided for any remaining undistributed foreign earnings or foreign withholdings and U.S. state taxes not subject to the one-time transition tax under the 2017 Tax Cuts and Jobs Act, as the Company intends to permanently reinvest the earnings from foreign subsidiaries outside of the United States. The amount of any unrecorded deferred tax liability is expected to be minimal due to the availability of the 100% dividends received deduction, along with insignificant state and withholding tax impacts.

Unrecognized Tax Benefits

$ $

Increases as a result of tax positions taken in a prior period

Decreases as a result of tax positions taken in a prior period

() Increases as a result of tax positions taken in the current period Increases as a result of settlements during the current period

Decreases as a result of settlements during the current period

()()()

Reductions as a result of a lapse of statute of limitations during the current period

End of fiscal year

$ $ $


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

million of unrecognized tax benefits that would impact our effective tax rate if recognized. The Company recognizes accrued interest and penalties from unrecognized tax benefits in income tax expense.

As of February 1, 2025 the Company’s total liability for uncertain tax positions, including $ million for interest and penalties, was approximately $ million. The Company recorded a benefit of $ million during fiscal 2024, and $ million and $ million of expense during fiscal 2023 and 2022, respectively, related to the accrual of interest and penalties in the Consolidated Statements of Income. The Company does not anticipate that changes in its unrecognized tax benefits will have a material impact on the Consolidated Statements of Income during fiscal 2025.

Audits

The Company participates in the Internal Revenue Service (“IRS”) Compliance Assurance Program (“CAP”). As part of CAP, tax years are audited on a contemporaneous basis so that all or most issues are resolved prior to the filing of the tax return. The IRS has completed its examination for tax year 2022. For tax year 2021, the Company was accepted into the CAP Bridge phase during which it is not the intent of the IRS to examine the tax return. Acceptance into the Bridge phase is based on a taxpayer’s low risk of noncompliance and having few, if any, material issues. Tax years prior to 2021 are no longer subject to examination by the IRS. The Company is no longer subject to examination in any of its major state jurisdictions for years prior to 2019.

Recent Tax Legislation

The Organization for Economic Cooperation and Development introduced a framework to implement a global 15% minimum corporate tax (“Pillar Two”). The European Union issued a directive to its member states to enact the Pillar Two in their local laws effective after December 2023. A number of other countries are expected to implement similar legislation with effective dates in the future. The Company is continuing to evaluate and does not currently anticipate that Pillar Two legislation will have a material impact on the Company’s financial condition, results of operations, cash flows or disclosures.

14.

shares of common stock were available for future issuance at the end of fiscal 2024. $ $ Performance-based restricted stock expense

Stock option expense

Total stock-based compensation expense$ $ $ Total related tax benefit$ $ $

Restricted Stock

The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of the applicable vesting period. Restricted stock awards generally vest on the third anniversary of the date of grant, subject to the employee’s continued employment as of that date. The fair value of restricted stock is determined on the date of grant using the Company’s stock price.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

$ $ Granted Vested() Forfeited() Nonvested, February 1, 2025 $ $

As of February 1, 2025, total unrecognized compensation expense, net of estimated forfeitures, from nonvested shares of restricted stock was approximately $ million, which the Company expects to recognize over a weighted average period of approximately years. The total grant date fair value of restricted stock that vested during 2024, 2023 and 2022 was $ million, $ million and $ million, respectively. The weighted average grant date fair value for restricted stock granted in 2024, 2023 and 2022, was $, $ and $, respectively.

Performance-based Restricted Stock

The Company issues performance-based restricted stock to eligible employees in support of the Company’s strategic initiatives. Performance-based restricted stock, including shares and units, generally vest on the third anniversary of the date of grant and are subject to the employees’ continued employment as of that date. Additionally, the number of awards vesting depend upon the achievement of certain performance criteria established for the fiscal year in which they are granted, which can result in a payout range of % to % of the original award amount. The fair value of performance-based restricted stock is based on the Company’s stock price on the date of grant. Awards granted during fiscal 2024 currently assume target, or %, attainment of certain performance-based criteria. Upon determination of actual performance criteria attainment, the actual number of shares issued will be adjusted, which may be above or below target.

$ $

Granted (1)

Vested() Forfeited()

Nonvested, February 1, 2025

$ $

(1)Includes awards with a weighted-average grant date fair value of $ that were issued during fiscal 2024 based on the determination of actual performance criteria attainment of % for awards granted in fiscal 2023. These awards are expected to vest in fiscal 2026.

As of February 1, 2025, total unrecognized compensation expense, net of estimated forfeitures, from nonvested shares of performance-based restricted stock was approximately $ million, which the Company expects to recognize over a weighted average period of approximately years. The total grant date fair value of performance-based restricted stock that vested during 2024, 2023 and 2022 was $ million, $ million and $ million, respectively. The weighted average grant date fair value for performance-based restricted stock granted in 2024, 2023 and 2022, was $, $ and $, respectively.


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			DICK’S SPORTING GOODS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

% per year over and had a contractual life. When options are exercised, the Company issues new shares of common stock.

The fair value of stock options is measured on their grant date using the Black-Scholes option valuation model. The Company did not grant any stock options during fiscal 2024, 2023 and 2022.

$ $ Exercised() Forfeited / Expired() Outstanding, February 1, 2025 $ $ Exercisable, February 1, 2025 $ $ Vested or expected to vest, February 1, 2025 $ $

/s/ LAWRENCE J. SCHORR

Lawrence J. Schorr

DirectorMarch 27, 2025

/s/ LARRY D. STONE

Larry D. Stone

DirectorMarch 27, 2025


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of DICK’S Sporting Goods, Inc.

Opinion on the Financial Statement Schedule

We have audited the Consolidated Financial Statements of DICK’S Sporting Goods, Inc. and subsidiaries (the “Company”) as of February 1, 2025 and February 3, 2024, and for each of the three years in the period ended February 1, 2025, and the Company’s internal control over financial reporting as of February 1, 2025, and have issued our reports thereon dated March 27, 2025; such Consolidated Financial Statements and reports are included in this Annual Report on Form 10-K. Our audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

March 27, 2025


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$ $()$ Allowance for credit losses () Reserve for sales returns () Fiscal 2023 Inventory reserve$ $ $()$ Allowance for credit losses () Reserve for sales returns () Fiscal 2024 Inventory reserve$ $ $()$ Allowance for credit losses

() Reserve for sales returns ()

DICK'S SPORTING GOODS, INC. - Annual Report: 2025 (Form 10-K)

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