| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Dillon Mary N | CEO, Director | C/O FOOT LOCKER, INC., 330 WEST 34TH STREET, NEW YORK | /s/ Erin Conway, Attorney-in-Fact for Mary N. Dillon | 2025-09-08 | 0001340358 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FL | Common Stock | Award | $0 | +740K | +149.52% | $0.00 | 1.23M | Sep 8, 2025 | Direct | F1, F2 |
| transaction | FL | Common Stock | Disposed to Issuer | -1.16M | -93.81% | 76.5K | Sep 8, 2025 | Direct | F3, F4 | ||
| transaction | FL | Common Stock | Disposed to Issuer | -76.5K | -100% | 0 | Sep 8, 2025 | Direct | F5 | ||
| transaction | FL | Common Stock | Disposed to Issuer | -27.6K | -100% | 0 | Sep 8, 2025 | By Trust | F5 |
Mary N. Dillon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On September 8, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 15, 2025, by and among DICK'S Sporting Goods, Inc., a Delaware corporation ("Parent"), RJS Sub LLC, a New York limited liability company and a wholly owned direct Subsidiary of Parent ("Merger Sub"), and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). |
| F2 | Represents a deemed acquisition of shares of Issuer common stock underlying unvested performance stock units ("PSUs") at the effective time of the Merger (the "Effective Time") pursuant to the Merger Agreement, in accordance with the applicable award agreement (or if not addressed in the applicable award agreement, the Issuer's 2007 Stock Incentive Plan, as amended and restated as of March 22, 2023). |
| F3 | At the Effective Time, pursuant to the Merger Agreement, each time-based restricted stock unit ("RSU") of the Issuer that is not held by a non-employee director of the Issuer and each PSU of the Issuer that is outstanding as of immediately prior to the Effective Time was converted into an RSU award in respect of a number of shares of Parent common stock, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer common stock subject to such Issuer RSU or PSU, as applicable (with the number of shares subject to an Issuer PSU determined in accordance with the applicable award agreement), as of immediately prior to the Effective Time, multiplied by (ii) 0.1168 (each such assumed Issuer RSU or PSU, as so adjusted, a "Adjusted RSU"). |
| F4 | Any Adjusted RSU is subject to the same terms and conditions as were applicable to the corresponding Issuer RSU or PSU prior to the Effective Time, except that any Adjusted RSU corresponding to an Issuer PSU is no longer subject to any performance-based vesting conditions.2 |
| F5 | At the Effective Time, pursuant to the Merger Agreement and subject to certain exceptions, each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, without interest and at the holder's election, either (i) an amount in cash equal to $24.00 or (ii) 0.1168 shares of Parent common stock (except that any fractional shares were instead replaced by the right to receive a corresponding cash amount). |