Submission |
Jun. 20, 2025 |
|---|---|
| Submission [Line Items] | |
| Central Index Key | 0001089063 |
| Registrant Name | DICK'S SPORTING GOODS, INC. |
| Form Type | S-4 |
| Submission Type | S-4 |
| Fee Exhibit Type | EX-FILING FEES |
Offerings - Offering: 1 |
Jun. 20, 2025
USD ($)
shares
$ / shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Stock, $0.01 par value per share |
| Amount Registered | shares | 11,796,800 |
| Maximum Aggregate Offering Price | $ | $ 2,422,990,000 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ | $ 370,959.77 |
| Rule 457(f) | true |
| Amount of Securities Received | shares | 101,000,000 |
| Value of Securities Received, Per Share | $ / shares | 23.99 |
| Offering Note | (1) Represents the maximum number of shares of common stock, par value $0.01 per share, of DICK’S Sporting Goods, Inc. (“DICK’S Sporting Goods” and such shares, the “DICK’S Sporting Goods common stock”) estimated to be issuable upon the completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 15, 2025 (the “merger agreement” and such transactions contemplated thereby, the “merger”), by and among DICK’S Sporting Goods, RJS Sub LLC and Foot Locker, Inc. (“Foot Locker”) and is based upon the product of (x) the maximum number of shares of common stock, par value $0.01 per share, of Foot Locker (“Foot Locker common stock”) outstanding as of June 18, 2025 or issuable or that may be assumed or exchanged (including in respect of equity based awards) in connection with the merger, collectively equal to approximately 101,000,000, multiplied by (y) the exchange ratio of 0.1168 shares of DICK’S Sporting Goods common stock for each share of Foot Locker common stock. (2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated pursuant to Rules 457(c) and 457(f)(1) promulgated thereunder. The proposed maximum aggregate price is equal to the product of (x) $23.99, the average of the high and low prices of Foot Locker common stock, as reported on the New York Stock Exchange on June 18, 2025, and (y) 101,000,000, the estimated maximum number of shares of Foot Locker common stock that may be converted into the securities being registered.
|
Fees Summary |
Jun. 20, 2025
USD ($)
|
|---|---|
| Fees Summary [Line Items] | |
| Total Offering | $ 2,422,990,000 |
| Previously Paid Amount | 0 |
| Total Fee Amount | 370,959.77 |
| Total Offset Amount | 0 |
| Net Fee | $ 370,959.77 |