Why Deere (DE) Stock Is Up Today
Shares of agricultural and construction machinery company Deere (NYSE:DE) jumped 5% in the morning session after the company turned in an impressive second quarter, with both sales and earnings beating expectations, even though sales overall were down quite a bit from the previous year.
The company managed to hold the line on margins and showed it could still deliver in a tough market. Sales in its big farming segment, Production & Precision Ag, dropped 21%. But the margin was still solid at 22%. Over in Small Ag & Turf, revenue dipped 6%, but profits edged higher. That margin strength gave earnings a nice lift, and EPS came in above forecasts. Deere largely didn't change its full-year outlook, but it did say Small Ag & Turf could be a bit weaker than expected. Overall, this was a mixed yet decent quarter.
Is now the time to buy Deere? Access our full analysis report here, it's free.
Deere's shares are not very volatile and have only had 4 moves greater than 5% over the last year. In that context, today's move indicates the market considers this news meaningful, although it might not be something that would fundamentally change its perception of the business.
The biggest move we wrote about over the last year was 6 months ago when the stock gained 8.5% on the news that the company reported impressive third-quarter 2024 results that exceeded analysts' revenue and EPS estimates.
Looking ahead, the company initiated fiscal 2025 guidance, calling for revenues down 10-15% year on year. While this felt like a negative, it revealed that end markets were not getting worse and might be reaching a trough.
Zooming out, we think this was a good quarter with guidance showing that demand may be hitting a bottom in 2025 and poised for an uptick thereafter, especially if themes like reshoring and industrial automation become more real.
Deere is up 25% since the beginning of the year, and at $522.67 per share, has set a new 52-week high. Investors who bought $1,000 worth of Deere's shares 5 years ago would now be looking at an investment worth $4,148.
Today's young investors likely haven't read the timeless lessons in Gorilla Game: Picking Winners In High Technology because it was written more than 20 years ago when Microsoft and Apple were first establishing their supremacy. But if we apply the same principles, then enterprise software stocks leveraging their own generative AI capabilities may well be the Gorillas of the future. So, in that spirit, we are excited to present our Special Free Report on a profitable, fast-growing enterprise software stock that is already riding the automation wave and looking to catch the generative AI next.
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Yahoo
26 minutes ago
- Yahoo
High Roller Receives Notice of Non-Compliance with NYSE American Continued Listing Standards
Company plans to submit plan of compliance, confident it will demonstrate regained compliance with continued listing standards Las Vegas, Nevada, June 06, 2025 (GLOBE NEWSWIRE) -- High Roller Technologies ('High Roller' and the 'Company') (NYSE: ROLR), operator of award-winning premium online casino brands High Roller and Fruta, provides an update regarding the status of its ongoing compliance with the listing standards of the NYSE American. On June 4, 2025, the Company was notified by NYSE American LLC that due to reporting of stockholders' equity of approximately $2.8 million, the Company no longer meets the requirement that it must have no less than $4 million or more in stockholders' equity pursuant to the continued listing standards set forth under Section 1003(a)(ii) of the NYSE American Company Guide (the 'Company Guide') because the Company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2024 and the Company does not qualify for an exemption under Section 1003(a) of the Company Guide. The Company must by July 4, 2025, submit a compliance plan that demonstrates how it intends to regain compliance with the continued listing standards within 18 months of the receipt of the notice, or December 4, 2026. The Company intends to develop and submit to the NYSE American such a plan. If the NYSE American does not accept the plan, or if the Company does not make progress consistent with the plan during the plan period, the NYSE American will initiate delisting procedures. If the NYSE American accepts the plan the Company will be subject to periodic reviews including quarterly monitoring for compliance with the plan. During this period, the Company's common stock will continue to be listed on the NYSE American and trade as usual subject to compliance with other NYSE American listing requirements. High Roller is confident that it will submit a plan acceptable to the NYSE American within the requisite time period, and that it will promptly be able to demonstrate that it has regained compliance with the continued listing standards. However, there can be no assurance that our plan will be accepted by the NYSE or that we will regain compliance. Ben Clemes, Chief Executive Officer at High Roller Technologies, said, 'This matter of corporate administration was anticipated, and as such we have made the relevant filings and notifications consistent with the requirements of the NYSE. High Roller is in a transformative period, execution against our company strategy is on course, and we are highly confident that this will be resolved promptly.' About High Roller Technologies, Inc. High Roller Technologies, Inc. is a leading global online gaming operator known for its innovative casino brands, High Roller and Fruta, listed under the ticker ROLR on the NYSE. The Company delivers a cutting-edge real-money online casino platform that is intuitive and user-friendly. With a diverse portfolio of over 5,000 premium games from more than 90 leading game providers, High Roller Technologies serves a global customer base, offering an immersive and engaging gaming experience in the rapidly expanding multi-billion iGaming industry. The online casino features enhanced search engine optimization, machine learning, seamless direct API integrations, faster load times, and superior scalability. As an award-winning operator, High Roller Technologies continues to redefine the future of online gaming through innovation, performance, and a commitment to excellence. For more information, please visit the High Roller Technologies, Inc. investor relations website, X, Facebook, and LinkedIn pages. Forward Looking Statements Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include as discussed throughout Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 and throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and in Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Contact ir@ 800-460-1039Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
36 minutes ago
- Yahoo
BlackRock® Canada Announces Changes to the iShares Jantzi Social Index ETF
TORONTO, June 06, 2025 (GLOBE NEWSWIRE) -- BlackRock Asset Management Canada Limited ('BlackRock Canada'), an indirect, wholly-owned subsidiary of BlackRock, Inc. ('BlackRock') (NYSE: BLK), is announcing that iShares Jantzi Social Index ETF (the 'iShares ETF') is expected to experience higher than normal portfolio turnover as a result of upcoming changes to the evaluation process used to determine the composition of the Morningstar Jantzi Social Index (the 'Index'). The iShares ETF seeks to replicate the performance of the Index, net of expenses. The composition of the Index will change as part of its regularly scheduled rebalance on June 20, 2025 (the 'Rebalance'). As a result of the Rebalance, the iShares ETF may experience higher than normal transaction costs and is also expected to realize net capital gains. However, the iShares ETF's total net capital gains income for the year will not be known until its tax year ends on December 15, 2025. The iShares ETF will follow its normal process for determining and distributing capital gains in December 2025. Morningstar, Inc. ('Morningstar'), the index provider of the Index, announced that effective June 20, 2025: (1) the name of the Index will change to Morningstar Jantzi Social Index; (2) the Index will be reviewed semi-annually in June and December instead of annually in March; (3) the new parent benchmark for the Index will be the Morningstar Canada Large-Mid Index; and (4) certain other changes will be made by Morningstar to the ESG exclusions and constituent selection criteria for the Index. For more information about the iShares ETF, please visit About BlackRock BlackRock's purpose is to help more and more people experience financial well-being. As a fiduciary to investors and a leading provider of financial technology, we help millions of people build savings that serve them throughout their lives by making investing easier and more affordable. For additional information on BlackRock, please visit About iShares iShares unlocks opportunity across markets to meet the evolving needs of investors. With more than twenty years of experience, a global line-up of 1500+ exchange traded funds (ETFs) and US$4.3 trillion in assets under management as of March 31, 2025, iShares continues to drive progress for the financial industry. iShares funds are powered by the expert portfolio and risk management of BlackRock. iShares® ETFs are managed by BlackRock Asset Management Canada Limited. Commissions, trailing commissions, management fees and expenses all may be associated with investing in iShares ETFs. Please read the relevant prospectus before investing. The funds are not guaranteed, their values change frequently and past performance may not be repeated. Tax, investment and all other decisions should be made, as appropriate, only with guidance from a qualified professional. The ETF is not in any way sponsored, endorsed, sold or promoted by Morningstar. Morningstar does not accept any liability whatsoever to any person arising out of the use of the ETF or the underlying data. 'Morningstar' is a trademark and is used under license. Contact for Media: Sydney PunchardEmail:
Yahoo
40 minutes ago
- Yahoo
DICK'S Sporting Goods Commences Exchange Offer and Consent Solicitation for Foot Locker's Senior Notes Due 2029
PITTSBURGH, June 6, 2025 /PRNewswire/ -- DICK'S Sporting Goods, Inc. ("DICK'S") (NYSE: DKS), a leading U.S. based full-line omni-channel sporting goods retailer, today announced that, in connection with its anticipated acquisition of Foot Locker, Inc. ("Foot Locker"), DICK'S has commenced an offer to eligible holders (the "Holders") to exchange (the "Exchange Offer") any and all outstanding 4.000% Senior Notes due 2029 issued by Foot Locker (the "Foot Locker Notes") for (1) up to $400 million aggregate principal amount of new 4.000% Senior Notes due 2029 issued by DICK'S (the "DICK'S Notes") in principal amount as set forth in the table below and (2) the Consent Payment (as defined below). The Exchange Offer and Consent Solicitation (as defined below) are being conducted in connection with, and are conditioned upon, among other things, the closing of the merger of a subsidiary of DICK'S with and into Foot Locker, with Foot Locker surviving the merger as a wholly owned subsidiary of DICK'S (the "Acquisition"), which condition may not be waived by DICK'S. In conjunction with the Exchange Offer, DICK'S, on behalf of Foot Locker, is soliciting consents (the "Consent Solicitation") to adopt certain proposed amendments to the indenture governing the Foot Locker Notes to, among other changes, eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default (the "Proposed Amendments"). The following table sets forth the Consent Payment, the Exchange Consideration (as defined below), the Early Participation Premium (as defined below) and the Total Consideration (as defined below) for the Foot Locker Notes. Title of Foot Locker Notes CUSIP/ISIN No. Maturity Date Principal Amount Outstanding Consent Payment(1) Exchange Consideration(2) Early Participation Premium(3) Total Consideration(4) 4.000% SeniorNotes due 2029 144A: 344849AA2 /US344849AA21 Regulation S:U3449AAA5 /USU3449AAA52 10/01/2029 $400,000,000 $2.50 to $5.00 $970 principal amount ofDICK'S 4.000%Senior Notes due2029 $30.00 principal amount of DICK'S 4.000% Senior Notes due 2029 $1,000 principalamount of DICK'S 4.000% Senior Notes due 2029 and the Consent Payment(1) Per $1,000 principal amount of Foot Locker Notes validly tendered and not validly withdrawn by the Early Participation Date, the Consent Payment will be an amount equal to the product of $2.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of Foot Locker Notes outstanding as of the Early Participation Date and the denominator of which is the aggregate principal amount of Foot Locker Notes validly tendered and not validly withdrawn by the Early Participation Date. As a result, the Consent Payment for the Foot Locker Notes will range from $2.50 per $1,000 principal amount (if all Eligible Holders tender) to approximately $5.00 per $1,000 principal amount (if Eligible Holders tender a simple majority of the aggregate principal amount of the Foot Locker Notes). Any Consent Payment will be paid on the settlement the avoidance of doubt, an Eligible Holder that validly tenders Foot Locker Notes and delivers (and does not validly revoke) a consent prior to the Early Participation Date, but withdraws such Foot Locker Notes after the Early Participation Date but prior to the Expiration Date, will receive the Consent Payment, even if such Eligible Holder has withdrawn their Foot Locker Notes after the Early Participation Date or such holder is no longer the beneficial owner of such Foot Locker Notes at the Expiration may not be revoked after the Consent Revocation Deadline (as defined herein). (2) For each $1,000 principal amount of Foot Locker Notes accepted for exchange. (3) For each $1,000 principal amount of Foot Locker Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date and accepted for exchange. As discussed in more detail below, each Holder that validly tenders and does not validly withdraw their Foot Locker Notes at or prior to the Early Participation Date will receive a unique voluntary offer instruction number ("VOI number") in respect of the aggregate principal amount of Foot Locker Notes that such Holder validly tendered at or prior to the Early Participation Date (such VOI number, a "Early Participation VOI Number") and such Early Participation VOI Number shall evidence that such Holder was the holder of record of such Foot Locker Notes as of the Early Participation Date. On the settlement date, the Early Participation Premium (as defined herein) will be paid to each Holder whose Foot Locker Notes have been validly tendered and not validly withdrawn at or prior to the Early Participation Date and either (A) has not validly withdrawn the Foot Locker Notes held by such Holder at or prior to the Expiration Date or (B) if the Foot Locker Notes held by such Holder have been validly withdrawn at or prior to the Expiration Date, such Holder, prior to the Expiration Date, (i) has validly re-tendered, and has not validly withdrawn, such Foot Locker Notes and (ii) submitted the Early Participation VOI Number with respect to such tendered Foot Locker Notes. For the avoidance of doubt, a Holder that acquires Foot Locker Notes with an Early Participation VOI Number after the Early Participation Date and validly tenders and does not validly withdraw such Foot Locker Notes at or prior to the Expiration Date, along with the corresponding Early Participation VOI Number, is eligible to receive the Early Participation Premium in addition to the Exchange Consideration. To the extent a Holder tenders or re-tenders Foot Locker Notes at or prior to the Expiration Date with an Early Participation VOI Number that does not match the aggregate principal amount of Foot Locker Notes validly tendered, the tender may be rejected or consideration received by such Holder may be modified. See the Offering Memorandum and Consent Solicitation Statement (as defined herein) for more information. (4) For each $1,000 principal amount of Foot Locker Notes. Includes the Consent Payment, $970 of Exchange Consideration and the Early Participation Premium. For the avoidance of doubt, (i) consents may not be revoked after the Consent Revocation Deadline, and (ii) unless the Exchange Offer is amended, in no event will any holder of Foot Locker Notes receive more than $1,000 aggregate principal amount of DICK'S Notes for each $1,000 aggregate principal amount of Foot Locker Notes accepted for exchange. The Exchange Offer and Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated as of June 6, 2025 (the "Offering Memorandum and Consent Solicitation Statement"). The Exchange Offer will expire at 5:00 p.m., New York City time, on August 1, 2025, unless extended (the "Expiration Date"). The settlement date will be promptly after the Expiration Date and is expected to occur no earlier than the second business day after the closing date of the Acquisition. The Exchange Offer and Consent Solicitation are conditioned upon the tendering of at least a majority of the aggregate principal amount of Foot Locker Notes, although DICK'S may waive such condition at any time, and the closing of the Acquisition, which condition may not be waived by DICK'S. The closing of the Acquisition is not conditioned upon the commencement or completion of the Exchange Offer or Consent Solicitation. DICK'S, in its sole discretion, may modify or terminate the Exchange Offer and may extend the Early Participation Date, the Expiration Date and/or the settlement date with respect to the Exchange Offer, subject to applicable law. Any such modification, termination or extension by DICK'S will automatically modify, terminate or extend the Consent Solicitation, as applicable. As indicated in the table above, for each $1,000 principal amount of Foot Locker Notes validly tendered and not validly withdrawn by the Early Participation Date, Holders will be eligible to receive a cash payment of an amount equal to the product of $2.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of Foot Locker Notes outstanding as of the Early Participation Date and the denominator of which is the aggregate principal amount of Foot Locker Notes validly tendered and not validly withdrawn by the Early Participation Date (such amount, the "Consent Payment"). Consents may not be revoked after the earlier of (i) 5:00 p.m., New York City time, on June 20, 2025, unless extended or terminated, and (ii) the date the supplemental indenture to the indenture governing the Foot Locker Notes implementing the Proposed Amendments is executed (the earlier of (i) and (ii), the "Consent Revocation Deadline"). For each $1,000 principal amount of Foot Locker Notes validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time, on June 20, 2025, unless extended or terminated (such date and time, as the same may be extended, the "Early Participation Date") and accepted for exchange, Holders of such Foot Locker Notes will be eligible to receive an early participation premium, payable in principal amount of the DICK'S Notes, equal to $30.00 (the "Early Participation Premium"); provided that the Foot Locker Notes held by the applicable Holder have been validly tendered and not validly withdrawn at or prior to the Early Participation Date and either (A) has not validly withdrawn the Foot Locker Notes held by such Holder at or prior to the Expiration Date or (B) if the Foot Locker Notes held by such Holder have been validly withdrawn at or prior to the Expiration Date, such Holder, prior to the Expiration Date, (i) has validly re-tendered, and has not validly withdrawn, such Foot Locker Notes and (ii) submitted the Early Participation VOI Number with respect to such tendered Foot Locker Notes. For each $1,000 principal amount of Foot Locker Notes validly tendered and not validly withdrawn prior to the Expiration Date and accepted for exchange, Holders of Foot Locker Notes will be eligible to receive $970 principal amount of DICK'S Notes (the "Exchange Consideration"). To be eligible to receive the Exchange Consideration, Holders must validly tender (and not validly withdraw) their Foot Locker Notes at or prior to the Expiration Date. The DICK'S Notes will have the same interest payment dates, maturity date and interest rate as the Foot Locker Notes. The DICK'S Notes will replace the fixed redemption schedule currently included in the Foot Locker Notes with a customary investment grade redemption schedule, including a 3-month par call date and make-whole mechanism as further described in the Offering Memorandum and Consent Solicitation Statement. Documents relating to the Exchange Offer and Consent Solicitation will be distributed only to eligible holders of Foot Locker Notes who certify that they are either (a) a person that is in the "United States" and that it is a "Qualified Institutional Buyer" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"); or (b) a person that is outside of the "United States" and that (i) is not a "U.S. Person," (ii) is not an "EEA Retail Investor" or "UK Retail Investor," and (iii) in the case of persons located in the United Kingdom, is a "Relevant Person" (as defined in the Offering Memorandum and Consent Solicitation Statement). The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or Contact@ The eligibility form is available electronically at: This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law. The DICK'S Notes have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the DICK'S Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Forward-Looking Statements Involving Known and Unknown Risks and UncertaintiesThis communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified as those that may predict, forecast, indicate or imply future results or performance and by forward-looking words such as "believe", "anticipate", "expect", "estimate", "predict", "intend", "plan", "project", "goal", "will", "will be", "will continue", "will result", "could", "may", "might" or any variations of such words or other words with similar meanings. Any statements about DICK'S, Foot Locker's or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time, many of which may be beyond DICK'S', Foot Locker's and the combined company's control. DICK'S', Foot Locker's and the combined company's future performance and actual results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results. Forward-looking statements include statements regarding, among other things, the benefits of the Acquisition, including future financial and operating results and the combined company's plans, objectives, expectations, intentions, growth strategies and culture and other statements that are not historical facts. Factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements include, but are not limited to, current macroeconomic conditions, including prolonged inflationary pressures, potential changes to international trade relations, geopolitical conflicts and adverse changes in consumer disposable income; supply chain constraints, delays and disruptions; fluctuations in product costs and availability due to tariffs, currency exchange rate fluctuations, fuel price uncertainty and labor shortages; changes in consumer demand for products in certain categories and consumer lifestyle changes; intense competition in the sporting goods industry; the overall success of DICK'S', Foot Locker's and the combined company's strategic plans and initiatives; DICK'S', Foot Locker's and the combined company's vertical brand strategy and plans; DICK'S', Foot Locker's and the combined company's ability to optimize their respective distribution and fulfillment networks to efficiently deliver merchandise to their stores and the possibility of disruptions; DICK'S', Foot Locker's and the combined company's dependence on suppliers, distributors, and manufacturers to provide sufficient quantities of quality products in a timely fashion; the potential impacts of unauthorized use or disclosure of sensitive or confidential customer, employee, vendor or other information; the risk of problems with DICK'S', Foot Locker's and the combined company's information systems, including e-commerce platforms; DICK'S', Foot Locker's and the combined company's ability to attract and retain customers, executive officers and employees; increasing labor costs; the effects of the performance of professional sports teams within DICK'S', Foot Locker's and the combined company's core regions of operations; DICK'S', Foot Locker's and the combined company's ability to control expenses and manage inventory shrink; the seasonality of certain categories of DICK'S', Foot Locker's and the combined company's operations and weather-related risks; changes in applicable tax laws, regulations, treaties, interpretations and other guidance; product safety and labeling concerns; the projected range of capital expenditures of DICK'S, Foot Locker and the combined company, including costs associated with new store development, relocations and remodels and investments in technology; plans to return capital to stockholders through dividends and share repurchases, if any; DICK'S', Foot Locker's and the combined company's ability to meet market expectations; the influence of DICK'S' Class B common stockholders and associated possible scrutiny and public pressure; compliance and litigation risks; DICK'S', Foot Locker's and the combined company's ability to protect their respective intellectual property rights or respond to claims of infringement by third parties; the availability of adequate capital; obligations and other provisions related to DICK'S', Foot Locker's and the combined company's indebtedness; DICK'S', Foot Locker's and the combined company's future results of operations and financial condition; the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Acquisition; the outcome of any legal proceedings that may be instituted against DICK'S or Foot Locker, including with respect to the Acquisition; the possibility that the Acquisition does not close when expected or at all because required regulatory or shareholder approvals or other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Acquisition); the risk that the benefits from the Acquisition, including anticipated cost synergies, may not be fully realized or may take longer to realize than expected; the ability to promptly and effectively integrate the businesses of DICK'S and Foot Locker following the closing of the Acquisition; the dilution caused by the issuance of shares of DICK'S common stock in the Acquisition; the possibility that the Acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the terms of the debt financing incurred in connection with the Acquisition; reputational risk and potential adverse reactions of DICK'S' or Foot Locker's customers, employees or other business partners; and the diversion of DICK'S' and Foot Locker's management's attention and time from ongoing business operations and opportunities due to the Acquisition. These factors are not necessarily all of the factors that could cause DICK'S', Foot Locker's or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm DICK'S', Foot Locker's or the combined company's results. For additional information on these and other factors that could affect DICK'S' or Foot Locker's actual results, see the risk factors set forth in DICK'S' and Foot Locker's filings with the Securities and Exchange Commission (the "SEC"), including DICK'S' most recent Annual Report on Form 10-K, filed with the SEC on March 27, 2025, and its other filings with the SEC, and Foot Locker's most recent Annual Report on Form 10-K, filed with the SEC on March 27, 2025, and its other filings with the SEC. DICK'S and Foot Locker disclaim and do not undertake any obligation to update or revise any forward-looking statement in this communication, except as required by applicable law or regulation. Forward-looking statements included in this communication are made as of the date of this communication. Additional Information about the Merger and Where to Find ItIn connection with the Acquisition, DICK'S intends to file with the SEC a registration statement on Form S-4, which will include a proxy statement of Foot Locker that also constitutes a prospectus for the shares of DICK'S common stock to be offered in the Acquisition. Each of DICK'S and Foot Locker may also file other relevant documents with the SEC regarding the Acquisition. This communication is not a substitute for the proxy statement/prospectus or registration statement or any other document that DICK'S or Foot Locker may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to shareholders of Foot Locker. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT DICK'S, FOOT LOCKER, THE ACQUISITION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus (if and when available) and other documents containing important information about DICK'S, Foot Locker and the Acquisition once such documents are filed with the SEC through the website maintained by the SEC at Copies of the documents filed with the SEC by DICK'S will be available free of charge on DICK'S' website at Copies of the documents filed with the SEC by Foot Locker will be available free of charge on Foot Locker's website at Participants in the SolicitationDICK'S, Foot Locker and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Acquisition. Information about the directors and executive officers of DICK'S is set forth in DICK'S' proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on May 2, 2025 and is available at under the headings "Corporate Governance," "Director Compensation," "Executive Compensation," "Transactions with Related Persons" and "Stock Ownership," DICK'S' Annual Report on Form 10-K for the fiscal year ended February 1, 2025, which was filed with the SEC on March 27, 2025 and is available at and to the extent holdings of DICK'S securities by its directors or executive officers have changed since the amounts set forth in DICK'S' proxy statement for its 2025 annual meeting of stockholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes in Beneficial Ownership on Form 4, which are filed with the SEC. Information about the directors and executive officers of Foot Locker is set forth in Foot Locker's proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on April 10, 2025 and is available at under the headings "Governance," "Director Compensation," "Executive Compensation" and "Shareholder Ownership," Foot Locker's Annual Report on Form 10-K for the fiscal year ended February 1, 2025, which was filed with the SEC on March 27, 2025 and is available at and to the extent holdings of Foot Locker securities by its directors or executive officers have changed since the amounts set forth in Foot Locker's proxy statement for its 2025 annual meeting of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes in Beneficial Ownership on Form 4, which are filed with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Acquisition when such materials become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by DICK'S and Foot Locker will be available free of charge through the website maintained by the SEC at Additionally, copies of documents filed with the SEC by DICK'S will be available free of charge on DICK'S' website at and those filed by Foot Locker will be available free of charge on Foot Locker's website at About DICK'S Sporting Goods, Sporting Goods (NYSE: DKS) creates confidence and excitement by inspiring, supporting and personally equipping all athletes to achieve their dreams. Founded in 1948 and headquartered in Pittsburgh, the leading omni-channel retailer serves athletes and outdoor enthusiasts in more than 850 DICK'S Sporting Goods, Golf Galaxy, Public Lands and Going Going Gone! stores, online, and through the DICK'S mobile app. DICK'S also owns and operates DICK'S House of Sport and Golf Galaxy Performance Center, as well as GameChanger, a youth sports mobile platform for live streaming, scheduling, communications and scorekeeping. Driven by its belief that sports have the power to change lives, DICK'S has been a longtime champion for youth sports and, together with its Foundation, has donated millions of dollars to support under-resourced teams and athletes through the Sports Matter program and other community-based initiatives. Additional information about DICK'S business, corporate giving and employment opportunities can be found on and on Instagram, TikTok, Facebook and X. Contacts:Investor Relations:Nate Gilch, Senior Director of Investor RelationsDICK'S Sporting Goods, 273-3400 Media Relations:(724) 273-5552 or press@ Category: Financial View original content to download multimedia: SOURCE DICK'S Sporting Goods, Inc.
