Foot Locker, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-09-08: Form 8-K; Period of report 2025-09-08; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2025-09-02: Form 8-K; Period of report 2025-09-02; Description 8.01 Other Events; Details 8.01.
- 2025-08-27: Form 8-K; Period of report 2025-08-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2025-08-26: Form 8-K; Period of report 2025-08-26; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-09-08 | 8-K | 2025-09-08 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 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. 3.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.01. 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01. 5.02 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02. 5.03 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.03. 8.01 In connection with the consummation of the Merger, on September 8, 2025, the Company repaid all outstanding amounts under, and terminated, its Credit Agreement, dated as of May 19, 2016 (as amended, restated, amended and restated, modified, extended, replaced, supplemented or otherwise modified from time to time, the “Existing Revolving Credit Agreement”), among the Company, the guarantors party thereto, the lenders and other parties party thereto and Wells Fargo, National Association, as administrative agent and collateral agent. | tm2525487d1_8k.htm |
| 2025-09-02 | 8-K | 2025-09-02 | 8.01 Other Events | 8.01 On September 2, 2025, DICK’S Sporting Goods, Inc. (“DICK’S Sporting Goods”) and Foot Locker, Inc. (“Foot Locker”) issued a joint press release (the “Joint Press Release”) announcing the preliminary results of the elections made by Foot Locker shareholders of record regarding the form of consideration they wish to receive in exchange for their shares of Foot Locker common stock in connection with the previously announced acquisition of Foot Locker by DICK’S Sporting Goods. | tm2524323d2_8k.htm |
| 2025-08-27 | 8-K | 2025-08-27 | 2.02 Results of Operations and Financial Condition | 2.02 On August 27, 2025, Foot Locker, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the second quarter ended August 2, 2025. | floc20250625_8k.htm |
| 2025-08-26 | 8-K | 2025-08-26 | 8.01 Other Events | 8.01 On August 26, 2025, DICK’S Sporting Goods, Inc. (“DICK’S Sporting Goods”) and Foot Locker, Inc. (“Foot Locker”) issued a joint press release (the “Joint Press Release”) announcing that, effective as of 11:59 p.m., Eastern Time on August 25, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired in connection with the previously announced acquisition of Foot Locker by DICK’S Sporting Goods (the “Merger”) pursuant to that certain Agreement and Plan of Merger, by and among DICK’S Sporting Goods, RJS Sub LLC and Foot Locker. | tm2524323d1_8k.htm |
| 2025-08-22 | 8-K | 2025-08-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 22, 2025, Foot Locker, Inc., a New York corporation (the “Company”), held a special meeting of shareholders (the “Special Meeting”) to consider and vote on certain proposals related to the Agreement and Plan of Merger, dated as of May 15, 2025 (the “Merger Agreement”), by and among the Company, DICK’S Sporting Goods, Inc., a Delaware corporation (“DICK’S”), and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK’S (“Merger Sub”). | tm2524166d1_8k.htm |
| 2025-08-11 | 8-K | 2025-08-11 | 8.01 Other Events | 8.01 As previously reported, on May 15, 2025, Foot Locker, Inc., a New York corporation (the “Company” or “Foot Locker”), entered into an Agreement and Plan of Merger, dated as of May 15, 2025 (such agreement, as it may be amended from time to time, the “Merger Agreement”), by and among Foot Locker, DICK’S Sporting Goods, Inc. (“DICK’S Sporting Goods”) and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK’S Sporting Goods (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Foot Locker (the “Merger”), with Foot Locker surviving the Merger as a wholly owned subsidiary of DICK’S Sporting Goods. | tm2521907d4_8k.htm |
| 2025-07-24 | 8-K | 2025-07-23 | 8.01 Other Events | 8.01 As previously disclosed, on May 15, 2025, Foot Locker, Inc., a New York corporation (the “Company” or “Foot Locker”), 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 (“DICK’S Sporting Goods”), and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK’S Sporting Goods. | tm2521538d1_8k.htm |
| 2025-06-23 | 8-K | 2025-06-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2518562d1_8k.htm |
| 2025-05-29 | 8-K | 2025-05-29 | 2.02 Results of Operations and Financial Condition | 2.02 On May 29, 2025, Foot Locker, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the first quarter ended May 3, 2025. | floc20250306_8k.htm |
| 2025-05-23 | 8-K | 2025-05-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 Foot Locker, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) on May 21, 2025. 5.07 Proposal 1: Election of Directors. | tm2516042d1_8k.htm |
| 2025-05-15 | 8-K | 2025-05-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2515123d3_8k.htm |
| 2025-05-15 | 8-K | 2025-05-15 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 15, 2025, Foot Locker, Inc. (the “Company”) issued a press release announcing preliminary comparable store sales, GAAP earnings per share and non-GAAP earnings per share for the first fiscal quarter, ended May 3, 2025 (the “Preliminary Financial Results Press Release”). 8.01 On May 15, 2025, the Company and DICK’S Sporting Goods, Inc., a Delaware corporation (“Dick’s”), issued a joint press release (the “Joint Press Release”) announcing the execution of an Agreement and Plan of Merger, dated as of May 15, 2025, by and among the Company, Dick’s and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of Dick’s (the “Merger Agreement”), providing for the acquisition of the Company by Dick’s. | tm2515123d1_8k.htm |
| 2025-05-09 | 8-K | 2025-05-06 | 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.05 On May 6, 2025, Foot Locker, Inc. (the “Company”) adopted an updated and revised Code of Business Conduct (the “Code”) as part of its periodic review process. | tm2514192d1_8k.htm |
| 2025-03-26 | 8-K | 2025-03-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On March 25, 2025, the Board of Directors of Foot Locker, Inc. (the “Company”) appointed Franklin R. Bracken as President of the Company, effective as of March 26, 2025 (the “Effective Date”). 7.01 The Company issued a press release on March 26, 2025, announcing certain senior management appointments described in Item 5.02. | tm2510423d1_8k.htm |
| 2025-03-05 | 8-K | 2025-03-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 5, 2025, Foot Locker, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter and year ended February 1, 2024. 7.01 In conjunction with the Press Release, the Company also made available the Investor Presentation. | floc20241213_8k.htm |
| 2025-01-14 | 8-K | 2025-01-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On January 12, 2025, the Board of Directors (the “Board”) of Foot Locker, Inc. (the “Company”) increased the total number of directors to 11 and elected Sonia Syngal and John Venhuizen as members of the Board, effective immediately, to serve until the 2025 Annual Meeting of Shareholders. 7.01 On January 14, 2025, the Company issued a press release announcing the elections of Ms. Syngal and Mr. Venhuizen to the Board. | tm253225d1_8k.htm |