DICK’S is in the first full year of integrating Foot Locker as a standalone business and trying to turn around the acquired chain, with previously stated medium-term cost-synergy targets of $100 million to $125 million. Current reporting already incorporates substantial acquisition-related costs and Foot Locker’s operating challenges.
This filing quantifies the deal’s full-year scale, not a new business development. DICK’S is presenting the combined company as though the acquisition had closed at the start of fiscal 2025, producing $21.78 billion of pro forma sales and $975.96 million of operating income. The acquisition itself was completed on September 8, 2025. 〔0〕
| Pro forma fiscal year ended January 31, 2026 | DICK’S historical | Foot Locker contribution | Transaction adjustments | Pro forma combined |
|---|---|---|---|---|
| Net sales | $17,215.1M | $4,566.0M | $0.0M | $21,781.1M |
| Gross profit | $5,667.3M | $1,215.0M | $68.5M | $6,950.8M |
| Operating income | $1,095.9M | $(307.0)M | $187.0M | $976.0M |
| Net income | $849.2M | $(416.0)M | $130.7M | $563.9M |
| Diluted EPS | — | — | — | $6.21 |
| Diluted weighted-average shares | 85.144M | — | 5.664M | 90.808M |
The combined model is materially larger but less profitable than DICK’S alone. Foot Locker contributes roughly $4.6 billion of sales on the pro forma presentation, yet its historical contribution is a $416 million net loss before transaction adjustments. The filing also removes Foot Locker’s $110 million goodwill impairment charge, so the pro forma loss is not a clean measure of recurring operating performance.
The filing does not prove that the promised synergies have arrived. The pro forma statements explicitly exclude cost savings, revenue synergies and other integration costs expected from the acquisition. That means the document establishes the accounting baseline for the combined company, but leaves the core execution question—whether DICK’S can improve Foot Locker’s economics—to future operating reports. 〔1〕
The transaction was funded mainly with equity and leaves a modest debt component. Total consideration was approximately $2.5 billion, consisting of about $0.2 billion in cash and approximately 9.6 million DICK’S shares; DICK’S also issued $381.9 million of 4.000% notes due October 1, 2029.
Bottom line: This is a required accounting snapshot of an already completed acquisition, not a fresh read on integration progress. It confirms meaningful revenue scale and dilution while leaving the value-creation case dependent on future Foot Locker results and realized synergies.
Read the original 8-K on SEC EDGAR ↗