Dick's Sporting Goods (DKS) FY2026 10-K Risk Factors: 13 New, 9 Dropped

What the changes say

Foot Locker adds international expansion, integration, franchise, and synergy risks across 20 countries.

What changed since the prior 10-K

New

NewRisks Related to Our Industry and Macroeconomic Conditions
Fluctuations in product costs and availability could adversely affect our business, financial condition, and results of operations
Tariffs, raw-material shortages, currency changes, supply disruptions, and transportation costs could raise private-brand and vendor product costs.
NewRisks Related to Our Industry and Macroeconomic Conditions
Our reliance on products manufactured outside the United States and our significant international operations expose us to numerous global economic, political, regulatory, and supply‑chain risks that could materially and adversely affect our sales, profitability, results of operations, and financial condition
Heavy overseas sourcing and international operations expose merchandise availability and costs to tariffs, taxes, geopolitical tensions, and trade restrictions.
NewRisks Related to Our Operations and Reputation
If we are unable to anticipate or respond effectively to changes in consumer demand, preferences, fashion trends or shopping patterns, our sales and profitability may be adversely affected
Rapidly changing demand, fashion, and omnichannel expectations could leave DICK’S with unsuitable inventory or inadequate digital, delivery, pickup, and returns experiences.
NewRisks Related to Our Operations and Reputation
neighborhood malls. There can be no assurance that we will be able to locate and obtain control of adequate desirable real estate that meets the criteria of our business or that such locations will continue to be available on favorable terms
Competition for desirable stores, landlord concentration, construction costs, financing constraints, and local opposition could make suitable locations too costly or unavailable.
NewRisks Related to Our Operations and Reputation
Unauthorized access to, or disclosure of, sensitive or confidential information could result in substantial costs, operational disruption, legal exposure, and reputational harm, and evolving privacy and cybersecurity regulations may increase our compliance obligations and related risks
Cyberattacks, insider threats, and third-party provider failures could expose payment, personal, employee, vendor, or proprietary information amid evolving privacy rules.
NewRisks Related to Our Operations and Reputation
implement, integrate, or fully utilize these initiatives could prevent us from realizing the expected benefits and could adversely affect our operating results
Elevated inventory shrink from theft, including organized retail crime, and unsafe stores could reduce profitability, require security spending, and damage customer and employee experience.
NewRisks Related to Our Operations and Reputation
Our future growth may depend on the Foot Locker Business’s ability to expand its market share in international markets, including through licensed or franchise arrangements, and failure to do so could adversely affect our business, financial condition, and results of operations
Foot Locker’s international growth depends on market expansion and the capabilities, finances, and brand stewardship of licensing and franchise partners.
NewRisks Related to Third Parties and Legal and Regulatory Requirements
We are subject to significant costs and risks associated with an extensive and evolving set of global laws and regulations that affect our business, operations, and workforce
Expanding and conflicting global laws, including wage, scheduling, workplace-safety, and organizing rules, could increase compliance costs, penalties, and labor expense.
NewRisks Related to Third Parties and Legal and Regulatory Requirements
Our inability to protect our intellectual property rights, or claims that we infringe the intellectual property rights of others, could adversely affect our brand, reputation, and operating results
Weak intellectual-property protection abroad could enable counterfeiting or copying of DICK’S designs, technology, content, brands, and exclusive licenses.
NewRisks Related to Third Parties and Legal and Regulatory Requirements
Evolving environmental, social and governance (“ESG”) standards, regulatory requirements, stakeholder expectations and related political and social dynamics may increase our costs, subject us to additional risks and adversely affect our business, reputation and financial performance
Changing ESG rules and stakeholder standards could require costly compliance, reduce capital access, and affect investor and customer perceptions.
NewRisks Related to Our Strategic Transactions, Indebtedness and Investments
We may not realize the anticipated benefits of the Foot Locker transaction or other strategic alliances, acquisitions or investments, and integration challenges or other risks associated with such transactions could adversely affect our business
DICK’S may fail to achieve the Foot Locker transaction’s expected $100 million to $125 million medium-term cost synergies or integrate it effectively.
NewRisks Related to Our Strategic Transactions, Indebtedness and Investments
Our indebtedness and the terms of our debt instruments, together with potential constraints in the capital markets, could adversely affect our business, financial condition and results of operations, and may limit our flexibility to respond to changing business and economic conditions
Debt obligations and constrained credit markets could increase financing costs, restrict liquidity, and limit flexibility during adverse business conditions.
NewRisks Related to Our Strategic Transactions, Indebtedness and Investments
Material changes in the value or liquidity of the securities and other investments we hold may adversely affect our business, financial condition, results of operations, and future capital requirements

Dropped

DroppedRisks Related to Our Industry and Macroeconomic Conditions
Fluctuations in product costs and availability due to inflationary pressures, tariffs, currency exchange rate fluctuations, fuel price uncertainty, supply chain constraints, increases in commodity prices, labor shortages and other factors could negatively impact our business and results of operations
DroppedRisks Related to Our Operations and Reputation
If we are unable to predict or effectively react to changes in consumer demand or shopping patterns, we may lose athletes and our sales may decline
DroppedRisks Related to Our Operations and Reputation
Unauthorized use or disclosure of sensitive or confidential athlete, teammate, vendor or Company information could result in substantial costs and reputational damage, harm to our business and standing with our athletes and could subject us to litigation and enforcement actions
Inflation, tariffs, currency, fuel, commodity, labor, and supply-chain pressures could increase merchandise costs.
DroppedRisks Related to Third Parties and Legal and Regulatory Requirements
We are subject to costs and risks associated with laws and regulations affecting our business
Failure to anticipate consumer demand or shopping patterns could lose athletes and reduce sales.
DroppedRisks Related to Third Parties and Legal and Regulatory Requirements
Our inability or failure to protect our intellectual property rights or any third parties claiming that we have infringed on their intellectual property rights could negatively impact our brand or have a negative impact on our operating results
DroppedRisks Related to Third Parties and Legal and Regulatory Requirements
Changes to environmental, social and governance matters may impact our business and reputation
DroppedRisks Related to Our Indebtedness and Strategic Transactions
We may pursue strategic alliances, acquisitions or investments and the failure of an alliance, acquisition or investment to produce the anticipated results or the inability to successfully integrate the acquired companies could have an adverse impact on our business
DroppedRisks Related to Our Indebtedness and Strategic Transactions
Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under our indebtedness or we may experience a financial failure
DroppedRisks Related to Our Indebtedness and Strategic Transactions
Provisions in the indenture governing the Senior Notes could delay or prevent an otherwise beneficial takeover of us
Unauthorized disclosure or use of athlete, teammate, vendor, or company information could cause costs, litigation, enforcement, and reputational damage.

Reworded

100% rewrittenRisks Related to Our Operations and Reputation
An inability to execute our real estate strategy could adversely affect our financial results
Real-estate risk expands from locating sites for specific DICK’S formats to executing varied strategies across DICK’S and Foot Locker portfolios.
Was: An inability to execute our real estate strategy could affect our financial results
100% rewrittenRisks Related to Our Operations and Reputation
If we do not successfully manage our inventory levels and protect against inventory shrink, our business, financial condition, and results of operations could be materially and adversely affected
Inventory risk shifts from historically elevated shrink and store safety toward forecasting demand, avoiding excess stock, and protecting gross margins from markdowns.
Was: If we are unable to protect against inventory shrink, our results of operations and financial condition could be adversely affected
97% rewrittenRisks Related to Our Industry and Macroeconomic Conditions
Macroeconomic conditions may adversely affect consumer discretionary spending and our business, operations, liquidity, and financial results
Macroeconomic risk now specifies lower traffic, comparable sales, and transaction values, while retaining inflation, interest rates, consumer finances, and geopolitical threats.
96% rewrittenRisks Related to Third Parties and Legal and Regulatory Requirements
Changes to tax laws and regulations, or their interpretation and application, could adversely affect our financial results and condition
Tax risk adds multinational jurisdictional earnings mix, worldwide tax-position judgment, and audit outcomes to changes in tax rules and deferred taxes.
Was: Changes to tax laws and regulations could adversely affect our financial results or condition
95% rewrittenRisks Related to Our Industry and Macroeconomic Conditions
Intense competition in the sporting goods and retail industries could limit our growth and reduce our profitability
Competition is reframed as a global, rapidly evolving threat involving multiple formats, channels, technology, and better-resourced international and local rivals.
Was: Intense competition in the sporting goods industry and in retail could limit our growth and reduce our profitability
85% rewrittenRisks Related to Third Parties and Legal and Regulatory Requirements
We depend on key suppliers, distributors and manufacturers to provide us with sufficient quantities of quality, innovative and competitively priced products, and any disruption in these relationships could adversely affect our business
Supplier risk changes from approximately 1,400 vendors and Nike at 25% of purchases to approximately 1,500 vendors and Nike at 31%, emphasizing concentration and allocation decisions.
Was: We depend on our suppliers, distributors and manufacturers to provide us with sufficient quantities of quality products in a timely fashion
79% rewrittenRisks Related to Our Operations and Reputation
Harm to our reputation could adversely impact our ability to attract and retain customers and employees
Reputation risk removes detailed examples and emphasizes social-media misinformation as a faster, broader amplifier affecting customers and employees.
Was: Harm to our reputation could adversely impact our ability to attract and retain athletes and teammates
64% rewrittenRisks Related to Our Operations and Reputation
Problems with our information systems could disrupt our operations and negatively impact our financial results and materially adversely affect our business operations
Information-system risk now covers inventory, websites, shipping, operational decisions, and hybrid remote work, not only third-party system failures and payments.
63% rewrittenRisks Related to Third Parties and Legal and Regulatory Requirements
We may be subject to various types of litigation and other claims, and our insurance may not be sufficient to cover damages related to those claims
60% rewrittenRisks Related to Our Operations and Reputation
Our strategic plans and initiatives may initially result in a negative impact on our financial results, and such plans and initiatives may not achieve the desired results within the anticipated time frame or at all
57% rewrittenRisks Related to Our Operations and Reputation
The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or implement effective succession planning strategies could have a material adverse effect on our business
53% rewrittenRisks Related to Our Operations and Reputation
We may be unable to attract, train, engage and retain key employees and to adequately respond to employee organizing efforts
Was: We may be unable to attract, train, engage and retain key teammates and to adequately respond to teammate organizing efforts
48% rewrittenRisks Related to Our Common Stock, Class B Common Stock and Other Anti-Takeover Mechanisms
Failure to meet market expectations has caused, and could in the future cause, a decline in our common stock price
Was: We have in the past failed and may in the future fail to meet market expectations, which has caused and could in the future cause the price of our common stock to decline
45% rewrittenRisks Related to Our Operations and Reputation
Our vertical brand offerings and specialty concept stores expose us to potential increased costs, risks related to innovation and prediction of consumer trends and demand, customer experiences, third party liability and proprietary rights, competition and certain additional risks
Was: Our vertical brand offerings and new specialty concept stores expose us to potential increased costs, risks related to innovation and prediction of consumer trends and demand, athlete experiences, third party liability and proprietary rights, competition and certain additional risks
38% rewrittenRisks Related to Our Operations and Reputation
The seasonality of certain categories of our operations, along with the current geographic concentrations of our stores, exposes us to certain seasonal influences and weather-related risks
35% rewrittenRisks Related to Third Parties and Legal and Regulatory Requirements
Our sales and operating results could be adversely affected by product safety and labeling concerns
33% rewrittenRisks Related to Our Operations and Reputation
We cannot provide any guaranty of future dividend payments or that we will continue to repurchase our common stock pursuant to our stock repurchase program
23% rewrittenRisks Related to Third Parties and Legal and Regulatory Requirements
Poor performance of professional sports teams within our core regions of operations, as well as league-wide lockouts, strikes or cancellations, retirement of or serious injury to key athletes or scandals involving such athletes could adversely affect our financial results
Was: Poor performance of professional sports teams within our core regions of operation, as well as league-wide lockouts, strikes or cancellations, retirement of or serious injury to key athletes or scandals involving such athletes could adversely affect our financial results
23% rewrittenRisks Related to Our Common Stock, Class B Common Stock and Other Anti-Takeover Mechanisms
The issuance of Class B common stock and other anti-takeover mechanisms could prevent or delay a change in control of our Company or certain other transactions, even if such a change in control transaction could be beneficial to our stockholders
Was: The issuance of Class B common stock and other anti-takeover mechanisms could prevent or delay a change in control of our Company, even if such change in control would be beneficial to our stockholders

All 33 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Industry and Macroeconomic Conditions

01Macroeconomic conditions may adversely affect consumer discretionary spending and our business, operations, liquidity, and financial results97% rewritten
02Intense competition in the sporting goods and retail industries could limit our growth and reduce our profitability95% rewritten
03Fluctuations in product costs and availability could adversely affect our business, financial condition, and results of operationsNew
04Our reliance on products manufactured outside the United States and our significant international operations expose us to numerous global economic, political, regulatory, and supply‑chain risks that could materially and adversely affect our sales, profitability, results of operations, and financial conditionNew

Risks Related to Our Operations and Reputation

05If we are unable to anticipate or respond effectively to changes in consumer demand, preferences, fashion trends or shopping patterns, our sales and profitability may be adversely affectedNew
06Our vertical brand offerings and specialty concept stores expose us to potential increased costs, risks related to innovation and prediction of consumer trends and demand, customer experiences, third party liability and proprietary rights, competition and certain additional risks45% rewritten
07Harm to our reputation could adversely impact our ability to attract and retain customers and employees79% rewritten
08Our strategic plans and initiatives may initially result in a negative impact on our financial results, and such plans and initiatives may not achieve the desired results within the anticipated time frame or at all60% rewritten
09An inability to execute our real estate strategy could adversely affect our financial results100% rewritten
10neighborhood malls. There can be no assurance that we will be able to locate and obtain control of adequate desirable real estate that meets the criteria of our business or that such locations will continue to be available on favorable termsNew
11Unauthorized access to, or disclosure of, sensitive or confidential information could result in substantial costs, operational disruption, legal exposure, and reputational harm, and evolving privacy and cybersecurity regulations may increase our compliance obligations and related risksNew
12Problems with our information systems could disrupt our operations and negatively impact our financial results and materially adversely affect our business operations64% rewritten
13We may be unable to attract, train, engage and retain key employees and to adequately respond to employee organizing efforts53% rewritten
14The loss of one or more of our key executives or the inability to successfully attract and retain executive officers or implement effective succession planning strategies could have a material adverse effect on our business57% rewritten
15The seasonality of certain categories of our operations, along with the current geographic concentrations of our stores, exposes us to certain seasonal influences and weather-related risks38% rewritten
16We cannot provide any guaranty of future dividend payments or that we will continue to repurchase our common stock pursuant to our stock repurchase program33% rewritten
17If we do not successfully manage our inventory levels and protect against inventory shrink, our business, financial condition, and results of operations could be materially and adversely affected100% rewritten
18implement, integrate, or fully utilize these initiatives could prevent us from realizing the expected benefits and could adversely affect our operating resultsNew
19Our future growth may depend on the Foot Locker Business’s ability to expand its market share in international markets, including through licensed or franchise arrangements, and failure to do so could adversely affect our business, financial condition, and results of operationsNew

Risks Related to Our Common Stock, Class B Common Stock and Other Anti-Takeover Mechanisms

20Failure to meet market expectations has caused, and could in the future cause, a decline in our common stock price48% rewritten
21We are controlled by holders of our Class B common stock, whose interests may differ from other stockholders
22The issuance of Class B common stock and other anti-takeover mechanisms could prevent or delay a change in control of our Company or certain other transactions, even if such a change in control transaction could be beneficial to our stockholders23% rewritten

Risks Related to Third Parties and Legal and Regulatory Requirements

23We depend on key suppliers, distributors and manufacturers to provide us with sufficient quantities of quality, innovative and competitively priced products, and any disruption in these relationships could adversely affect our business85% rewritten
24We are subject to significant costs and risks associated with an extensive and evolving set of global laws and regulations that affect our business, operations, and workforceNew
25Our sales and operating results could be adversely affected by product safety and labeling concerns35% rewritten
26We may be subject to various types of litigation and other claims, and our insurance may not be sufficient to cover damages related to those claims63% rewritten
27Our inability to protect our intellectual property rights, or claims that we infringe the intellectual property rights of others, could adversely affect our brand, reputation, and operating resultsNew
28Changes to tax laws and regulations, or their interpretation and application, could adversely affect our financial results and condition96% rewritten
29Poor performance of professional sports teams within our core regions of operations, as well as league-wide lockouts, strikes or cancellations, retirement of or serious injury to key athletes or scandals involving such athletes could adversely affect our financial results23% rewritten
30Evolving environmental, social and governance (“ESG”) standards, regulatory requirements, stakeholder expectations and related political and social dynamics may increase our costs, subject us to additional risks and adversely affect our business, reputation and financial performanceNew

Risks Related to Our Strategic Transactions, Indebtedness and Investments

31We may not realize the anticipated benefits of the Foot Locker transaction or other strategic alliances, acquisitions or investments, and integration challenges or other risks associated with such transactions could adversely affect our businessNew
32Our indebtedness and the terms of our debt instruments, together with potential constraints in the capital markets, could adversely affect our business, financial condition and results of operations, and may limit our flexibility to respond to changing business and economic conditionsNew
33Material changes in the value or liquidity of the securities and other investments we hold may adversely affect our business, financial condition, results of operations, and future capital requirementsNew

Other Dick's Sporting Goods 10-Ks

FY2025 10-K risk factors
29 risks
Discretionary consumer spending and macroeconomic pressures heavily dictate retail performance and financial results. Heavy reliance on vendor Nike represents 25% of total merchandise purchases. Inventory shrink from organized retail crime threatens operational profitability. Class B common stock holders maintain concentrated voting control over corporate decisions.
Filed Mar 27, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.