DICK’S SPORTING GOODS, INC. : Termination of a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

POINT 1.02. TERMINATION OF A MATERIAL FINAL AGREEMENT

On March 2, 2023 (and effective February 10, 2023), DICK’S Sporting Goods, Inc. (the “Company”) entered into a settlement agreement with Wells Fargo Bank, National Association (the “Hedge Counterparty”) with respect to the remaining portion of warrant transactions (the “Warrant Early Termination Agreement”) previously entered into by the Company with such hedge counterparty in connection with the issuance of its 3.25% Convertible Senior Notes due 2025 (the “Notes”) .

The Warrant Early Termination Agreement relates to the number of Warrants equal to the number of common shares of the Company underlying such Notes redeemed or converted from time to time earlier by the Company pursuant to its redemption notice dated February 9, 2023 by their holders pursuant to the terms of the agreement dated April 17, 2020 between the Company and US Bank Trust Company, National Association, succeeding US Bank National Association, as trustee. Pursuant to the Warrant Early Termination Agreement, the Company will deliver to the Hedge Counterparty a number of common shares of the Company in respect of certain portions of the Warrant Transactions which will be terminated early from time to time, with the number of shares being determined based on the volume weighted Average price per share of the company’s common stock during an average period. The Company’s obligation to deliver Shares to the Hedge Counterparty in connection with a rescission of the Warrant Transaction pursuant to the Warrant Early Termination Agreement will be offset against any obligation of the Hedge Counterparty to deliver Shares to the Company in respect of such redemption or exchange pursuant to call option confirmations entered into by the Company with the hedge counterparty in respect of the Notes and previously filed by the Company with the Securities and Exchange Commission. The Warrant Transactions to which the Warrant Early Termination Agreement relates will be fully settled upon earlier redemption of the Notes and conversion of the last outstanding Note. No prepayment penalties will be imposed on the company in connection with the agreement on the early termination of the warrant.

The foregoing description of the Warrant Early Termination Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the full text of the Warrant Early Termination Agreement, a copy of which is filed with this current report on Form 8-K as filed becomes Appendix 10.1, and is incorporated herein by reference.

HudsonWest LLC, a full-service independent equity derivatives and convertible securities advisory firm, acted as financial advisor to the Company on the warrant early termination agreement.

POINT 9.01. FINANCIAL STATEMENTS AND EXHIBITIONS

(d)  Exhibits.

Exhibit No.                Description
       10.1                  Warrant Early Termination Agreement, dated as of March 2, 2023, by and
                           between DICK'S Sporting Goods, Inc. and Wells Fargo Bank, National
                           Association.
       104                 Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)

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