The merger between Dick’s Sporting Goods and Foot Locker is moving forward after receiving both shareholder support and regulatory clearance, setting the stage for an expected September 8 closing.
Shareholders Overwhelmingly Back the Deal
On Friday, Foot Locker shareholders voted in strong favor of the merger. According to the company, 99% of shareholders approved the deal, marking a critical milestone in the transaction.
“We are now one step closer to joining forces with Dick’s and even better positioning the business to expand sneaker culture, elevate the omnichannel experience for our customers and brand partners, and enhance our position in the industry,” said Foot Locker CEO Mary Dillon in a statement Friday.
The approval ensures Foot Locker will join forces with one of the largest sporting goods retailers in the country, creating an even larger player in the competitive athletic retail landscape.
Regulatory Clearance Removes Final Hurdle
On Tuesday, Dick’s Sporting Goods confirmed that regulatory approvals have been secured, further clearing the way for the merger. The waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act expired without objection Monday night, signaling that the Federal Trade Commission will not challenge the deal on antitrust grounds.
This outcome comes despite pushback from lawmakers including U.S. Sen. Elizabeth Warren, who earlier this month urged regulators to examine the merger more closely. The senator said the $2.4 billion transaction, announced in May, would “decrease competition in the retail athletic footwear markets, cut jobs, raise prices, and leave Americans to foot the bill.”
Creating a $21 Billion Retail Powerhouse
Once finalized, the merger will combine Foot Locker’s fleet of roughly 2,400 stores with Dick’s Sporting Goods’ 800-store footprint, resulting in a $21 billion entity.
Despite the merger, Foot Locker will remain a stand-alone business, operating under its own branding. However, both companies expect to benefit from shared resources, stronger bargaining power with vendors, and access to each other’s customer base.
In particular, combining operations gives the retailers a stronger platform to expand sneaker offerings, win over younger consumers, and innovate in omnichannel retail at a moment when athletic lifestyle apparel and footwear remain in high demand.
The Shareholder Exchange Value
The terms of the agreement mean Foot Locker shareholders will receive either $24 in cash or 0.1168 shares of Dick’s common stock for each share of Foot Locker stock they own.
Analysts note that the structure of the merger allows Foot Locker shareholders to choose between cash or stock compensation, offering flexibility while reflecting confidence in Dick’s longer-term growth trajectory.
Impact on Foot Locker’s Turnaround
The merger also places renewed attention on Foot Locker’s turnaround strategy. In recent years, the sneaker retailer has faced declines in sales and a challenging consumer environment. The company has been working to revitalize its footprint by shuttering underperforming stores and revamping others with a more modern approach.
By joining Dick’s Sporting Goods, Foot Locker gains both stability and financial support for this transformation, though Dick’s will also assume responsibility for ensuring the turnaround keeps momentum under new ownership.
Industry analysts suggest the merger could provide Foot Locker with the operational efficiency and scale needed to navigate a shifting retail landscape defined by both e-commerce competition and consumers’ evolving preferences for new formats of shopping.
Industry Implications
The merger is yet another sign that the athletic footwear and retail category is consolidating. With Nike and Adidas recalibrating wholesale strategies and many brands investing more heavily in direct-to-consumer channels, partnerships among major retailers are becoming increasingly crucial to maintain influence in the marketplace.
By combining their networks, Dick’s and Foot Locker not only strengthen their position with vendors but also increase their ability to shape trends in sneaker culture particularly critical as luxury and streetwear fashion continue to drive crossover appeal in sports and lifestyle.
The Road Ahead
Although the merger is not yet officially complete, both companies are now preparing for a September 8 closing date. The coming months will determine how effectively the integration unfolds, especially as Foot Locker continues its transformation and Dick’s works to leverage the combined brand power.
If all goes as planned, the deal will stand as one of the most significant retail mergers of 2025, reshaping the landscape for athletic footwear, apparel, and sporting goods at large.
