Form 4: Foot Locker Director Reports Stock Disposal Post-Merger

Foot Locker Director John Venhuizen reported the disposal of all his common stock holdings following the company's acquisition by DICK'S Sporting Goods, Inc. on September 8, 2025.

Summary

• John Venhuizen, a Director of Foot Locker, Inc., reported changes in his beneficial ownership of common stock.
• The transactions occurred on September 8, 2025, coinciding with Foot Locker, Inc. becoming a wholly owned subsidiary of DICK'S Sporting Goods, Inc.
• This merger was pursuant to an Agreement and Plan of Merger dated May 15, 2025.
• At the effective time of the merger, each share of Foot Locker common stock was converted into the right to receive, at the holder's election, either $24.00 in cash or 0.1168 shares of DICK'S Sporting Goods, Inc. common stock.
• Time-based restricted stock units (RSUs) held by non-employee directors were cancelled and converted into cash at $24.00 per share.
• Venhuizen disposed of 3,551 shares and then 3,364 shares, resulting in zero beneficially owned shares of Foot Locker common stock after the merger.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual report of a transaction resulting from a pre-announced merger, not an operational update or new strategic development.

Future Outlook

NA

Industry Context

This filing reflects the finalization of a significant consolidation event in the retail sporting goods and footwear sector, with DICK'S Sporting Goods expanding its market presence by acquiring Foot Locker. Such mergers often lead to increased market share and potential synergies for the acquiring entity, while the acquired entity's stock ceases to trade independently.

Stakeholder Impact

• Shareholders: Foot Locker shareholders received cash or DICK'S Sporting Goods stock, ceasing to be shareholders of an independent Foot Locker.
• Employees: While not explicitly stated, mergers often lead to organizational restructuring which can impact employees.

Key Dates

Keywords

Foot Locker, FL, DICK'S Sporting Goods, Merger, Acquisition, Form 4, Insider Trading, Stock Disposal, John Venhuizen, Director, Common Stock, RSU