SCHEDULE: Insider Michael Stack Boosts Dick's Sporting Goods Stake

Michael E. Stack, Senior VP at Dick's Sporting Goods, reports beneficial ownership of 15.42% of the company's common stock, primarily through family trusts.

Summary

• Michael E. Stack, Senior Vice President, Footwear & Golf Galaxy at Dick's Sporting Goods, Inc., has filed a Schedule 13D.
• He beneficially owns an aggregate of 12,090,815 shares of common stock and Class B common stock.
• This represents 15.42% of the outstanding common stock on an as-converted basis, based on 66,398,273 shares outstanding as of November 28, 2025.
• His ownership includes shares held directly and indirectly through various family trusts: the Edward W Stack Irrev Trust U/A DTD 1/21/2020, the Edward W Stack Non-Grantor Trust U/A Dated 10/5/2020, the Ardsley Trust U/A DTD 7/17/2024, and the Denise Stack Non Exempt Descendants Trust.
• Mr. Stack has sole voting power over 34,425 shares (0.05%) and sole dispositive power over 31,300 shares (0.05%).
• He has shared voting power over 9,051,615 shares and shared dispositive power over 12,056,390 shares, primarily due to his role on the investment committee of the trustee for the trusts.
• Class B common stock holders are entitled to ten votes per share and are convertible into common stock at any time at the option of the holder or automatically under certain circumstances.
• The trustee for the Trusts was changed to Overbrook235 LLC, effective March 12, 2026, with Mr. Stack having joint authority over voting and dispositive decisions for shares held by the Trusts as one of two members of a designated investment committee.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, primarily due to the disclosure of a significant and stable insider ownership stake, which often signals long-term commitment and confidence in the company's future by a key executive.

Positives

• A key insider, Michael E. Stack, maintains a significant ownership stake of 15.42% in Dick's Sporting Goods, indicating strong alignment with shareholder interests.
• The Class B common stock held by Mr. Stack and the trusts provides ten votes per share, granting substantial voting influence to the Stack family, which can provide stability in long-term strategic direction.

Future Outlook

Michael E. Stack may acquire or dispose of shares for investment purposes, through open market transactions, equity awards granted by the Issuer, or transfers from family members. The Trusts may also acquire or dispose of additional shares of common stock or Class B common stock.

Management Comments

• "Michael E. Stack does not have any plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D except that, from time to time, Michael E. Stack may acquire shares of common stock pursuant to equity awards granted to him by the Issuer or transferred to him by family members or, for investment purposes, Michael E. Stack may acquire or dispose of shares of common stock through open market transactions or otherwise, and may gift shares of common stock or Class B common stock."

Industry Context

StockSavvy.ai notes that significant insider ownership, especially by a Senior Vice President, can signal confidence in the company's long-term prospects, aligning management's interests with those of public shareholders. This is a common characteristic in companies with a strong founding family presence, like Dick's Sporting Goods, where family members often retain substantial control and influence.

Comparison to Industry Standards

• Michael E. Stack's 15.42% beneficial ownership is a substantial stake for an individual insider in a publicly traded company of Dick's Sporting Goods' size. For comparison, insider ownership in large-cap retail companies often ranges from 1-5%, with higher percentages typically seen in founder-led or family-controlled businesses.
• The existence of Class B common stock with ten votes per share is a dual-class share structure, common in companies like Meta Platforms (META) or Alphabet (GOOGL) to maintain founder control, but less common in traditional retail. This structure provides the Stack family with significant control over corporate decisions, potentially exceeding their economic interest.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings involving Michael E. Stack or the Issuer are disclosed in this filing, other than the standard declaration that he has not been convicted in criminal proceedings or been party to civil proceedings related to securities laws in the past five years.

Related Party Transactions

• Shares transferred to Michael E. Stack by family members.
• Shares sold in the open market or transferred by Michael E. Stack to family members.
• Shares held or acquired by family trusts (Denise Stack Non Exempt Descendants Trust, Edward W Stack Irrev Trust, Edward W Stack Non-Grantor Trust, Ardsley Trust) over which Michael E. Stack has shared voting/dispositive power and a pecuniary interest as a co-beneficiary.
• A Memorandum of Understanding dated March 2, 2009, and a Voting Agreement and Proxy dated October 13, 2009, control the voting power of 3,004,775 shares held by the Denise Stack Non Exempt Descendants Trust.

Stakeholder Impact

• Shareholders: The significant insider ownership by Michael E. Stack, a Senior VP, suggests alignment of interests between management and shareholders. The dual-class share structure, however, concentrates voting power with the Stack family, potentially limiting the influence of other common shareholders on certain corporate decisions.

Next Steps

• Michael E. Stack may acquire or dispose of shares for investment purposes through open market transactions or otherwise.
• The Trusts may acquire or dispose of additional shares of common stock or Class B common stock.
• Vesting of restricted common stock shares will occur in April 2026 (892 shares), September 2026 (167 shares), April 2027 (697 shares), September 2027 (17 shares), and April 2028 (1,352 shares).

Key Dates

Recommendation

This Schedule 13D filing primarily discloses an insider's significant beneficial ownership stake and changes in trust arrangements, rather than new operational or financial performance data. While the substantial insider ownership by Michael E. Stack indicates confidence and alignment, it does not present new information that would fundamentally alter the investment thesis for Dick's Sporting Goods. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on existing company fundamentals and market conditions, as this filing does not provide a catalyst for a 'buy' or 'sell' decision.

Keywords

Dick's Sporting Goods, Michael E. Stack, Schedule 13D, Beneficial Ownership, Insider Ownership, Class B Common Stock, Corporate Governance, Family Trusts, DSG