DICK’S SPORTING GOODS, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

POINT 7.01. REGULATION FD DISCLOSURE

On February 9, 2023, DICK’S Sporting Goods, Inc. (the “Company”) called for this
Redemption $59,127,000 aggregate principal amount outstanding 3.25%
convertible bonds due 2025 (the “Bonds”), all representing
Total principal amount of outstanding Notes. The repayment date for the
Notes is 18 April 2023. The redemption price is 100% of the principal amount
Amount of each Debenture called for redemption, payable in cash plus accrued and
unpaid interest on such debenture until April 18, 2023 (excluding) for such debenture.

All conversions of Notes on or after February 9, 2023 and before April 18, 2023
will be settled by delivery of common shares of the Company and payment
Cash in lieu of fractions of Shares, where applicable, on such conversions.

The Company also intends to enter into full settlement arrangements with a
Financial Institution with respect to the remaining portions of the Convertible Bond
Hedging transactions and option transactions previously entered into
connection with the issuance of the Notes. As part of such settlement agreements, the
Financial institution would deliver a number of shares of the company to the company
Company’s common stock in respect of the remaining portions of the transactions
be terminated prematurely.

The Company intends to offset the dilutive effect of anticipated conversions
the debentures immediately prior to repayment by the shares received
the hedging of the convertible bond and the shares repurchased by the company.

A copy of the press release announcing the redemption will be provided
Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by
Reference.

The information provided by the Company pursuant to this Clause 7.01, including
Schedule 99.1, is not deemed to be “deposited” for the purposes of Section 18
the Securities Exchange Act of 1934, as amended, or otherwise
Liabilities of this section. The information in this report will not
be incorporated by reference in a registration statement or other document
pursuant to the Securities Act 1933, as amended, unless otherwise stated
by specific reference in such application.

Forward-looking statements involve known and unknown risks and uncertainties

This Form 8-K and Exhibit 99.1 contain forward-looking statements pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 in relation to the redemption of the Notes, the settlement arrangements in relation to
the remaining parts of the convertible bond hedging and option transactions,
and our intention to offset the dilution of anticipated conversions of the Notes
hedge and share immediately prior to redemption through the convertible bond
buybacks. These forward-looking statements represent our expectations as of the date
the date on which such statements are made. There are a variety of factors, many of which
are beyond our control and affect our operations, performance and business
strategy and results and could cause our actions to differ materially
Expectations expressed in these forward-looking statements. factors that could
cause actual results to differ materially from those expressed or implied herein
forward-looking statements include, but are not limited to, financial markets
Volatility and General Economic Conditions.

For more information on these and other factors affecting the
Please refer to the risk factors set out in the Company’s filings for the Company’s results
of the Securities and Exchange Commission (“SEC”), including the most recent Annual
The report was filed with the SEC on March 23, 2022. The company refuses and does so

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undertakes no obligation to update or revise any forward-looking statements
on this Form 8-K or Attachment 99.1, except as required by applicable law or
Regulation.

POINT 9.01. FINANCIAL STATEMENTS AND EXHIBITIONS

(d)  Exhibits.
Exhibit No.                Description
99.1                  Press Release dated February 9, 2023 by DICK'S Sporting Goods, Inc.
104                 Cover Page Interactive Data File (embedded within the Inline XBRL
document)

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