FOOT LOCKER (FL) Company Report

Foot Locker and DICK'S Sporting Goods announced the preliminary results of the election for merger consideration by Foot Locker shareholders, with the election deadline having been August 29, 2025.
Shareholders could elect to receive either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods common stock for each Foot Locker share.
Approximately 92.6% of outstanding Foot Locker shares elected to receive stock consideration, while 1.2% elected cash consideration.
Shareholders representing approximately 6.2% of outstanding shares did not make a valid election and will receive cash consideration, which includes 4.5% of shares owned by DICK'S Sporting Goods that will be cancelled.
The merger is expected to close on September 8, 2025, subject to customary closing conditions.

Sep 2, 2025, 12:03 PM

8-K

Foot Locker, Inc. Reports Q2 2025 Financial Results and Acquisition Update

Earnings

M&A

Foot Locker, Inc. reported a 2.4% decrease in total sales to $1,851 million and a 2.0% decrease in comparable sales for the second quarter ended August 2, 2025.
The company posted a GAAP EPS loss of $0.39 and a Non-GAAP EPS loss of $0.27 for Q2 2025.
North American comparable sales increased by 1.4%, contributing to sequential momentum.
Shareholders have approved the acquisition by DICK'S Sporting Goods, and all required regulatory approvals have been received; the transaction is expected to close on September 8, 2025.

Aug 27, 2025, 10:45 AM

Press Release

Foot Locker Shareholders Approve Acquisition by DICK'S Sporting Goods

M&A

Proxy Vote Outcomes

Takeover Bid

Foot Locker shareholders have approved the previously announced acquisition by DICK'S Sporting Goods, Inc.
The merger agreement, announced on May 15, 2025, allows Foot Locker shareholders to elect to receive either $24.00 in cash or 0.1168 shares of DICK'S common stock for each share owned.
Approximately 99% of votes cast were in favor of the merger agreement, representing about 70% of all outstanding shares.
The transaction is expected to close in the second half of 2025.

Aug 22, 2025, 8:05 PM

Press Release

Foot Locker Provides Update on Merger with DICK'S Sporting Goods

M&A

Legal Proceedings

Proxy Vote Outcomes

Foot Locker, Inc. entered into a Merger Agreement on May 15, 2025, to be acquired by DICK'S Sporting Goods, Inc., with a special shareholder meeting scheduled for August 22, 2025, to vote on the merger.
The proposed purchase price of $24.00 per share represents an implied premium of 80.3% to Foot Locker's trading price as of May 13, 2025.
Foot Locker's board determined the merger was more favorable than continuing as an independent public company, citing anticipated risks and challenges associated with its stand-alone plan, negative consumer sentiment, and structural business model risks.
The company is aware of three complaints filed by purported shareholders in New York courts from July 19, 2025, and additional demand letters starting July 1, 2025, generally alleging false and misleading disclosures, breach of fiduciary duties, and/or violations of the Securities Exchange Act.
Projected standalone unlevered, after-tax free cash flows under the management case are estimated to be $135 million for fiscal year 2025, increasing to $339 million by fiscal year 2029.

Aug 11, 2025, 12:00 AM

8-K

Foot Locker amends 2029 notes indenture ahead of Dick’s merger

M&A

Debt Issuance

Foot Locker and Dick’s Sporting Goods are proceeding with a merger under which Dick’s will offer to exchange up to $400 million of Foot Locker’s 4.000% Senior Notes due 2029 for new Dick’s notes and, in some cases, cash; Foot Locker solicited and obtained the required consents to amend the indenture governing these notes.
On June 20, 2025, Foot Locker entered into a First Supplemental Indenture to implement the amendments to the October 5, 2021 indenture, deleting restrictive covenants, certain affirmative covenants and specified default events.
Key provisions slated for deletion (and replaced with “[Reserved]”) include Sections 4.03 (Reports), 4.04 (Compliance Certificate), 4.05 (Taxes), 4.07–4.12 (various covenants), Article V (Successors) and Events of Default in Section 6.01(3)–(10).
The amendments become effective immediately prior to the merger or upon the “Operative Date” when consent payments are made, and will cease if the merger is not consummated.

Jun 23, 2025, 12:00 AM

8-K

Foot Locker Reports Q1 2025 Results and Merger Agreement Details

Earnings

M&A

Foot Locker, Inc. reported first quarter financial results with total sales of $1,788 million (down 4.6% YoY) and a GAAP EPS loss of $3.81 (non-GAAP EPS loss of $0.07).
The release details operational updates including 69 store refreshes and a global presence of 2,363 stores across 20 countries.
It also announces a definitive merger agreement with DICK'S Sporting Goods, affecting future conference calls and guidance.

May 29, 2025, 12:00 AM

8-K

Foot Locker Q1 2025 Results & Merger Agreement with Dick’s Sporting Goods

M&A

Profit Warning

Earnings

Demand Weakening

Acquisition Announcement: Foot Locker to be acquired by Dick’s Sporting Goods under a definitive merger agreement with an implied equity value of approximately $2.4 billion; shareholders will receive $24 in cash or 0.1168 shares per common share, with the transaction set to close in the second half of 2025.
The filing outlines key terms, including conditions, regulatory approvals, and treatment of equity awards (DSU, RSU, and PSU awards) under the merger agreement.
Q1 2025 Financial Performance: Preliminary results show a GAAP net loss of $363 million and a non-GAAP net loss of $6 million, along with a 2.6% decline in comparable sales amid softer store traffic.
Operational Enhancements: Initiatives such as enhanced in-store experiences and the launch of mobile apps for Champs Sports and Kids Foot Locker aim to boost customer engagement in a challenging market.

May 15, 2025, 12:00 AM

Press Release 8-K 8-K

Foot Locker Updates Strategic Initiatives and Outlook

Guidance Update

New Projects/Investments

Product Launch

Lace Up Plan progress: The company reported three consecutive quarters of positive comps, driven by significant store refreshes and reimagined store openings, with plans to have 65% of stores in these categories by 2026.
Digital and loyalty enhancements: A new Foot Locker app and strengthened digital experience have boosted digital comps by 12%, while the FLX rewards program added over 3 million new loyalty customers.
Fiscal 2025 guidance: Comparable sales are expected to grow between +1% and +2.5%, with strategic store investments planned to drive momentum through the year.
Strengthened Nike partnership: Collaboration with Nike has led to improved allocation focus on basketball, sneaker culture, and kids, supporting joint growth and tailored product strategies.

Apr 3, 2025, 12:01 PM

Transcript

Foot Locker Reports Q4 2024 Results & FY 2025 Strategic Update

Earnings

Guidance Update

Revenue Acceleration/Inflection

New Projects/Investments

Q4 Financial Performance: Achieved GAAP EPS of $0.57 and non-GAAP EPS of $0.86 on total sales of $2,243 million (down 5.8% YoY) with comparable sales rising 2.6% (global Foot Locker and Kids Foot Locker up 3.6%)
Margin Expansion: Gross margin expanded by 300 basis points (from 26.6% to 29.6%)
Operational Improvements: Completed 160 store refreshes, opened 7 new stores and closed 47 stores to enhance in-store experience
Cost Optimization: Realized $35 million in savings via markdown reduction and robust expense control
Strategic Progress: Advanced the Lace Up plan with 400 store refreshes in 2024 and ~300 planned for 2025, launched a new mobile app and strengthened Nike/Jordan partnerships
FY 2025 Guidance: Forecasts include total sales change of -1.0% to +0.5%, comparable sales growth between 1.0% and 2.5%, and non-GAAP EPS guidance of $1.35–$1.65

Mar 5, 2025, 11:45 AM

Transcript Presentation Press Release 8-K

Earnings Transcripts

Quarterly earnings call transcripts for FOOT LOCKER.

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