DICK'S Sporting Goods Announces the Expiration and Final Results of its Previously Announced Exchange Offer and Consent Solicitation for Foot Locker's Senior Notes Due 2029

Core Points - DICK'S Sporting Goods announced the expiration and final results of its Exchange Offer for Foot Locker's 4.000% Senior Notes due 2029, allowing eligible holders to exchange these notes for new DICK'S Notes and cash [1][2] - The Exchange Offer expired on September 9, 2025, with a total of $381,932,000 of Foot Locker Notes tendered, representing 95.48% of the outstanding amount [2] - The final settlement of the Exchange Offer is expected to occur on September 11, 2025 [2] Exchange Offer Details - The Exchange Offer allowed eligible holders to exchange Foot Locker's Senior Notes for up to $400,000,000 of new DICK'S Senior Notes and cash [1] - DICK'S accepted all validly tendered Foot Locker Notes and will issue $381,932,000 in DICK'S Notes along with a cash payment of $1,000,000 [2] - A supplemental indenture to the Foot Locker Indenture was executed, with certain proposed amendments becoming effective immediately prior to DICK'S acquisition of Foot Locker [2] Eligibility and Regulations - The Exchange Offer was available only to eligible holders who certified their status as Qualified Institutional Buyers or relevant persons outside the U.S. [3] - The DICK'S Notes will not be registered under the Securities Act, meaning they cannot be offered or sold in the U.S. without registration or an exemption [4]