SCHEDULE: Overbrook235 LLC Reports 15.39% Stake in Dick's Sporting Goods

Overbrook235 LLC has filed a Schedule 13D, disclosing its role as trustee for trusts holding 15.39% beneficial ownership of Dick's Sporting Goods, Inc. common stock.

Summary

• Overbrook235 LLC, a Wyoming limited liability company, has filed a Schedule 13D regarding its beneficial ownership in Dick's Sporting Goods, Inc.
• Overbrook235 LLC serves as a private family trust company and acts as a fiduciary for various trusts (the "Trusts") that hold shares of Dick's Sporting Goods, Inc.
• The filing reports aggregate beneficial ownership of 12,056,390 shares, representing 15.39% of the outstanding common stock on an as-converted basis.
• This ownership includes 90,393 shares of common stock and 11,965,997 shares of Class B common stock.
• Overbrook235 LLC maintains sole voting power over 9,051,615 shares and sole dispositive power over 12,056,390 shares.
• The Class B common stock is convertible into common stock and carries ten votes per share.
• Overbrook235 LLC has no pecuniary interest in the shares held by the Trusts.
• The trustee for the Trusts changed to Overbrook235 LLC effective March 12, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, informational filing primarily clarifying the beneficial ownership structure of a significant existing shareholder. It does not contain new information that would significantly alter the company's prospects.

Positives

• Clarification of a significant beneficial ownership structure, providing transparency to the market.
• The reporting person, Overbrook235 LLC, has no history of criminal or civil proceedings related to securities laws.

Risks

• The Trusts, for which Overbrook235 LLC serves as trustee, may acquire or dispose of additional shares of common stock or Class B common stock from time to time, which could impact market dynamics.
• Overbrook235 LLC has no ability to control additional contributions of common stock or Class B Common Stock into the Trusts.

Future Outlook

Overbrook235 LLC, as trustee, does not have specific plans or proposals for the Issuer's business. However, the Trusts may, from time to time, acquire or dispose of additional shares of common stock or Class B common stock.

Management Comments

• "Overbrook235 LLC does not have any plans or proposals that relate to or would result in any of the matters listed in Item 4 of Schedule 13D."
• "Overbrook235 LLC has no pecuniary interest in any of the shares held by the Trusts."
• "Overbrook235 LLC has no ability to control additional contributions of common stock or Class B Common Stock into the Trusts."

Industry Context

StockSavvy.ai notes that Schedule 13D filings are standard disclosures for significant beneficial ownership changes, providing transparency on major shareholders' positions. This filing primarily clarifies the trustee structure for a substantial existing stake rather than indicating a new strategic move or industry trend.

Management Changes

Corporate Governance

Legal Proceedings

• Overbrook235 LLC has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years.
• Overbrook235 LLC has not been a party to any civil proceeding of a judicial or administrative body that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws in the past five years.

Related Party Transactions

• Shares were acquired by the Trusts through open market purchases, private acquisitions, stock splits from the Issuer, and transfers from the settlors of such Trusts.
• Overbrook235 LLC serves as trustee for family trusts (Stack Trusts, Denise Stack Non Exempt Descendants Trust) which hold the shares.

Stakeholder Impact

• Shareholders: Provides transparency regarding the beneficial ownership structure of a significant block of shares, clarifying who controls voting and dispositive power for a 15.39% stake.

Next Steps

• The Trusts, for which Overbrook235 LLC serves as trustee, may acquire or dispose of additional shares of common stock or Class B common stock in the future.

Key Dates

Keywords

Dick's Sporting Goods, DKS, Schedule 13D, Beneficial Ownership, Overbrook235 LLC, Class B Common Stock, Trustee, Family Trust, SEC Filing