Foot Locker (FL) says Dick's (DKS) voluntarily withdrew its pre-merger Notification

As previously disclosed, on May 15, 2025, Foot Locker (NYSE: FL), entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Merger”) by and among the Company, DICK’S Sporting Goods, Inc., a Delaware corporation (NYSE: DKS), and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK’S Sporting Goods.

As agreed by the parties, on July 23, 2025, DICK’S Sporting Goods, as the acquiring party, voluntarily withdrew its pre-merger Notification and Report Form filed pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in order to provide the Federal Trade Commission (the “FTC”) with additional time to review the Merger.

In accordance with the regulations under the HSR Act, DICK’S Sporting Goods plans to resubmit its HSR Act Notification and Report Form on or about July 25, 2025, commencing a new 30-day waiting period under the HSR Act. Withdrawing and refiling pre-merger notifications is a standard procedure in order to provide additional time for antitrust review of certain transactions. The Company and DICK’S Sporting Goods continue to work constructively with FTC staff in the FTC’s review of the Merger and continue to expect to consummate the Merger in the second half of 2025, subject to the receipt of required regulatory approvals, the adoption of the Merger Agreement by Foot Locker’s shareholders, and the satisfaction or waiver of other customary closing conditions.

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