Asset Transaction (Form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Foot Locker common stock, par value $0.01 per share ("Foot Locker Common Stock"), issued and outstanding immediately prior to the Effective Time (other than certain shares of Foot Locker Common Stock that were held in treasury by Foot Locker or owned by DICK'S Sporting Goods or Merger Sub or owned by direct or indirect subsidiaries of Foot Locker or DICK'S Sporting Goods) was converted into the right to receive, without interest and at the election of the holder of such share: (a) $24.00, if an election to receive cash consideration was properly made and not properly changed, revoked or deemed revoked (or if no election was validly made) (the "Cash Consideration") or (b) 0.1168 shares of DICK'S Sporting Goods common stock, par value $0.01 per share ("DICK'S Sporting Goods Common Stock"), if an election to receive stock consideration was properly made and not properly changed, revoked or deemed revoked (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"). The election was not subject to a minimum or maximum amount of Cash Consideration or Stock Consideration.

As of the election deadline of 5:00 p.m., Eastern Time on August 29, 2025, the final results of the election were as follows: