Core Insights - Champs Sports has launched a reimagined retail concept aimed at enhancing the customer experience through immersive design and an elevated product assortment, with the first stores reopening in Tampa, FL, and Portland, OR [1][3] Group 1: Store Concept and Design - The new store concept is driven by customer insights and embodies the "Sport For Life" brand platform, featuring a modernized storefront and an extensive selection of multi-brand apparel, footwear, and accessories [2][3] - The design includes elevated presentation walls and digital displays to enhance product storytelling, while a light aesthetic reflects a contemporary vision of sport culture [2][3] - The flexible design allows for ease of merchandising and reimagining product displays over time, with improved tools for store associates to assist customers [3][7] Group 2: Champs Run Club - A central feature of the new concept is the expanded focus on Champs Run Club, promoting movement and inclusivity through running, with dedicated in-store fixtures highlighting performance running products [4][7] - The Run Club areas are designed to encourage connection and provide curated assortments, making running more accessible and promoting an active lifestyle [7] Group 3: Market Strategy and Events - The Tampa and Portland locations are strategically positioned near important hubs, allowing for agility in testing and learning, with the Brandon Exchange location close to Foot Locker's new global headquarters [5] - To celebrate the launch, Champs Sports will host grand opening events in partnership with Nike, featuring live entertainment, giveaways, and a Champs Run Club event in Portland [6][8] - The unveiling of the reimagined store concept aligns with Foot Locker, Inc.'s Lace Up Plan to "Power Up the Portfolio," following the opening of eight Foot Locker Reimagined stores globally [8]

Core Viewpoint - DICK'S Sporting Goods is conducting an Exchange Offer for Foot Locker Notes, allowing eligible holders to exchange their notes for new DICK'S Notes and cash, in connection with the planned acquisition of Foot Locker [1][4]. Summary by Sections Exchange Offer Details - DICK'S is offering up to $400,000,000 in new notes in exchange for Foot Locker's outstanding notes, with a significant participation rate of 92.35% as of the Early Participation Date [1][2]. - The consent payment for the Foot Locker Notes is approximately $2.71 per $1,000 in principal amount validly tendered [2]. Proposed Amendments - The Proposed Amendments to the Foot Locker Notes will eliminate most restrictive covenants and certain events of default, becoming effective upon the closing of the acquisition or the settlement of the Exchange Offer [1][4]. Timeline and Conditions - The Exchange Offer and Consent Solicitation will expire on August 1, 2025, unless extended, with the settlement date expected shortly after this expiration [6]. - The Exchange Offer is conditioned upon the successful closing of the acquisition, which cannot be waived by DICK'S [4]. Additional Offer Information - Eligible holders who tender their Foot Locker Notes after the Early Participation Date will receive an early participation premium of $30.00 for each $1,000 in principal amount of Foot Locker Notes tendered [3]. - Documents related to the Exchange Offer will only be distributed to eligible holders who meet specific criteria [6]. Company Background - DICK'S Sporting Goods is a leading omni-channel sporting goods retailer, operating over 850 stores and focusing on supporting athletes and outdoor enthusiasts [17].

Group 1: Kohl's Corporation - Kohl's continues to experience revenue declines in apparel, footwear, and legacy homes despite sales gains from in-store initiatives like Sephora and Home Décor [2] - Structural risks to Kohl's store footprint are significant, with adjusted debt/EBITDAR ending 2023 at 3.6x, above the company's target of ~2.5x, and projected leverage may exceed 4x through 2024–26 [3] - Analyst forecasts fiscal year 2025 EPS at 56 cents and fiscal year 2026 EPS at 53 cents, both above Street estimates, while maintaining an Underweight rating with a price forecast of $8 [4] Group 2: Vail Resorts, Inc. - Vail Resorts may be nearing a turning point in revenue and earnings, aided by the return of former CEO Katz and unique growth drivers [5] - Key advantages include a premium resort portfolio, upfront revenue from the Epic Pass strategy, and a resilient customer base of high-income, frequent skiers [5] - Projected fiscal year 2025 adjusted EBITDA is $866 million and fiscal year 2026 at $908 million, both slightly above Street estimates, with a Neutral rating and price forecast of $167 [6] Group 3: Foot Locker, Inc. - Foot Locker faces challenges from inconsistent same-store sales, increased promotions, and brand allocation changes, particularly with Nike [7] - Dick's Sporting Goods aims to revamp Foot Locker through a $2.4 billion acquisition to create a larger global retail sports platform and enhance omni-channel capabilities [7] - Analyst models fiscal year 2025 EPS for Foot Locker at $1.10, ahead of the Street's $1.00, with a projected rise to $1.65 for fiscal year 2026, maintaining a Neutral rating and price forecast of $24 [8]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 3, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 1-10299 (Exact name of registrant as specified in its charter) New York 13-3513936 (State or ...

Core Points - DICK'S Sporting Goods is initiating an Exchange Offer to acquire Foot Locker's outstanding 4.000% Senior Notes due 2029, offering up to $400 million in new DICK'S Notes in exchange [1][10] - The Exchange Offer is contingent upon the successful completion of the merger, where Foot Locker will become a wholly owned subsidiary of DICK'S [1][10] - DICK'S is also soliciting consents to amend the indenture governing the Foot Locker Notes, aiming to eliminate restrictive covenants and certain events of default [2] Exchange Offer Details - The Exchange Offer will expire at 5:00 p.m. New York City time on August 1, 2025, unless extended [9] - Holders of Foot Locker Notes can receive a Consent Payment ranging from $2.50 to approximately $5.00 per $1,000 principal amount, depending on the amount tendered [3][12] - Eligible holders who tender their Foot Locker Notes by the Early Participation Date will receive an Early Participation Premium of $30.00 [13] Financial Considerations - For each $1,000 principal amount of Foot Locker Notes accepted for exchange, holders will receive $970 principal amount of DICK'S Notes [14] - The DICK'S Notes will have the same interest payment dates, maturity date, and interest rate as the Foot Locker Notes, but will replace the fixed redemption schedule with a customary investment-grade redemption schedule [15] Conditions and Modifications - The Exchange Offer and Consent Solicitation are conditioned upon the tendering of at least a majority of the aggregate principal amount of Foot Locker Notes [10] - DICK'S reserves the right to modify or terminate the Exchange Offer and extend the Early Participation Date, Expiration Date, and settlement date [11]

Core Insights - Foot Locker, Inc. reported first-quarter fiscal 2025 results with total revenues of $1,788 million, a decline of 4.6% year over year, missing the Zacks Consensus Estimate of $1,826 million [3][4] - The company posted an adjusted loss of seven cents per share, a significant decrease from adjusted earnings of 22 cents in the prior-year quarter [3] - Comparable sales fell by 2.6% year over year, with a notable 8.5% decline in international operations, particularly in Foot Locker Europe [4] Financial Performance - Gross profit was $514 million, down 5.5% year over year, while the gross margin rate increased by 40 basis points to 28.7% [5] - Selling, general and administrative (SG&A) costs decreased by 0.7% year over year to $458 million, but as a percentage of sales, it deleveraged by 100 basis points due to lower sales and technology investments [6] - Merchandise inventories stood at $1.67 billion, reflecting a 0.4% increase from the previous year [11] Strategic Initiatives - The company is executing its Lace Up Plan strategies and preparing for the completion of the DICK'S Sporting Goods transaction [1][8] - Focus during the quarter included rolling out the Reimagined and Refresh programs, enhancing digital offerings, and strengthening customer engagement through the FLX program [2] - Foot Locker opened nine new stores and closed 56 stores, while also remodeling or relocating 11 stores [7] Market Position - As of May 3, 2025, Foot Locker operated 2,363 stores across 20 countries, with an additional 236 licensed stores in the Middle East, Europe, and Asia [8] - The company ended the fiscal first quarter with cash and cash equivalents of $343 million and long-term debt of $440 million [11] - Over the past three months, Foot Locker shares gained 33.7%, outperforming the industry growth of 4.9% [11]

Financial Performance - For the quarter ended April 2025, Foot Locker reported revenue of $1.79 billion, down 4.5% year-over-year, and EPS of -$0.07 compared to $0.22 in the same quarter last year [1] - The reported revenue was a surprise of -1.77% compared to the Zacks Consensus Estimate of $1.83 billion, with the consensus EPS estimate also being -$0.07, indicating no EPS surprise [1] Key Metrics - Comparable store sales decreased by 2.6% year-over-year, significantly worse than the six-analyst average estimate of -0.3% [4] - Total number of owned stores was 2,363, below the three-analyst average estimate of 2,465 [4] - North America sales totaled $1.34 billion, slightly below the $1.35 billion estimated by two analysts [4] Segment Performance - Sales by segment included Kids Foot Locker at $183 million, slightly above the two-analyst average estimate of $181.05 million [4] - WSS sales were reported at $160 million, compared to the $159.48 million average estimate [4] - EMEA Foot Locker sales were $346 million, below the average estimate of $390.11 million [4] Stock Performance - Foot Locker shares returned +94.8% over the past month, outperforming the Zacks S&P 500 composite's +6.7% change [3] - The stock currently holds a Zacks Rank 4 (Sell), suggesting potential underperformance in the near term [3]

Core Viewpoint - Foot Locker reported a quarterly loss of $0.07 per share, aligning with the Zacks Consensus Estimate, compared to earnings of $0.22 per share a year ago [1] - The company posted revenues of $1.79 billion for the quarter ended April 2025, missing the Zacks Consensus Estimate by 1.77% and down from $1.88 billion year-over-year [2] Financial Performance - Foot Locker's earnings for the previous quarter were expected to be $0.73 per share, but the actual earnings were $0.86, resulting in a surprise of 17.81% [1] - Over the last four quarters, the company has surpassed consensus EPS estimates two times [1] - The company has topped consensus revenue estimates just once over the last four quarters [2] Stock Movement and Outlook - Foot Locker shares have increased by approximately 9.8% since the beginning of the year, while the S&P 500 has gained only 0.1% [3] - The sustainability of the stock's price movement will depend on management's commentary during the earnings call [3] Earnings Estimates and Revisions - The current consensus EPS estimate for the upcoming quarter is $0.06 on revenues of $1.88 billion, and for the current fiscal year, it is $1.17 on revenues of $7.92 billion [7] - The estimate revisions trend for Foot Locker is currently unfavorable, resulting in a Zacks Rank 4 (Sell) for the stock, indicating expected underperformance in the near future [6] Industry Context - The Retail - Apparel and Shoes industry, to which Foot Locker belongs, is currently ranked in the bottom 37% of over 250 Zacks industries, suggesting potential challenges ahead [8]

Financial Performance - Comparable sales decreased by 2.6% from the prior-year period, with North America region sales decreasing by 0.5%[5] - Net loss is expected to be $363 million, compared to net income of $8 million in the same period last year[5] - First quarter loss per share is expected to be $3.81, compared to earnings per share of $0.09 in Q1 2024[5] - Non-GAAP net loss is expected to be $6 million, compared to net income of $21 million in the prior-year period[5] - For the first quarter of 2025, the company reported a pre-tax loss of $270 million compared to a pre-tax income of $13 million in the same period of 2024[20] - Adjusted income before income taxes (non-GAAP) for Q1 2025 was $2 million, down from $29 million in Q1 2024, reflecting a significant decline[20] - The net loss for Q1 2025 was $363 million, compared to a net income of $8 million in Q1 2024[20] - Adjusted net loss income (non-GAAP) for Q1 2025 was $6 million, a decrease from $21 million in Q1 2024[20] - Diluted loss per share for Q1 2025 was $3.81, compared to diluted earnings per share of $0.09 in Q1 2024[20] - Adjusted diluted loss earnings per share (non-GAAP) for Q1 2025 was $(0.07), down from $0.22 in Q1 2024[20] Impairment Charges - Non-cash impairment charges totaling $276 million are expected, primarily related to a tradename and goodwill impairment[5] - The company recorded impairment charges of $140 million for the WSS tradename and $110 million for goodwill in Q1 2025 due to a decline in stock price and market capitalization[21] - A valuation allowance of $117 million was recorded on deferred tax assets related to net operating loss carryforwards in Q1 2025, indicating a reduced likelihood of utilizing these assets[22] Merger Agreement - Foot Locker and DICK'S Sporting Goods announced a merger agreement with an equity value of approximately $2.4 billion and an enterprise value of approximately $2.5 billion[6] - Shareholders will have the option to receive either $24.00 in cash or 0.1168 shares of DICK'S common stock for each share of Foot Locker common stock[6] - The transaction is subject to shareholder approval and is expected to close in the second half of 2025[7] Strategic Focus - The company is focusing on enhancing in-store experiences and digital offerings, including new mobile apps for Champs Sports and Kids Foot Locker[2] - The company closed all stores in South Korea, Denmark, Norway, and Sweden as part of its strategy to improve international operations[21] - The company reported a $5 million gain on the sale of its Greece and Romania businesses in Q1 2025[22] Reporting Schedule - Foot Locker plans to report full financial results for Q1 2025 on May 29, 2025, but will not hold a conference call due to the pending transaction[8]

Group 1 - Foot Locker, Inc. is set to release its first-quarter earnings results on May 29, with analysts expecting earnings of 11 cents per share, a recovery from a loss of 5 cents per share in the same period last year [1] - The projected quarterly revenue for Foot Locker is $1.88 billion, slightly down from $1.9 billion a year earlier [1] - Foot Locker has entered into a definitive agreement to be acquired by Dick's Sporting Goods, valuing Foot Locker's equity at approximately $2.4 billion and its enterprise value at about $2.5 billion [2] Group 2 - Foot Locker shares closed at $23.90 prior to the acquisition announcement [2] - Recent analyst ratings show a mix of neutral and downgraded positions, with price targets generally raised to $24 by multiple analysts [8] - Citigroup, Baird, Barclays, Needham, and JP Morgan analysts have all adjusted their ratings and price targets for Foot Locker, reflecting a cautious outlook [8]