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Franklin Bracken, President of Foot Locker, Inc. (FL), reported a disposition of 8,276 shares on 08/24/2025 related to tax withholding upon the vesting of restricted stock units. The transaction shows a price of $26.42 and leaves Mr. Bracken with 213,496 shares beneficially owned after the withholding. The Form 4 was signed by Erin Conway as attorney-in-fact on 08/25/2025 and the filing identifies the disposition code and an explicit explanation that shares were withheld to satisfy tax liabilities from vesting.

Foot Locker held a special shareholders' meeting to consider a merger with DICK'S Sporting Goods as set forth in a May 15, 2025 Merger Agreement. Shareholders representing 73,092,401 shares, or 76.58% of the 95,444,721 shares entitled to vote, were present in person or by proxy, constituting a quorum. The meeting considered three proposals: adoption of the Merger Agreement, an advisory vote on merger-related compensation for named executive officers, and a proposal to approve adjournment if additional proxies were needed.

Mary N. Dillon, listed as CEO and Director of Foot Locker, Inc. (FL), reported a Section 16 Form 4 filing disclosing a tax-withholding disposition tied to the vesting of restricted stock units on 08/19/2025. The filing states 33,313 shares were withheld and disposed of at an indicated price of $26.18 to satisfy tax liabilities from the vesting event. After this transaction the reporting person beneficially owns 494,778 shares (direct) and 27,649 shares (indirect, by trust). The filing was signed by an attorney-in-fact on 08/20/2025. The document contains no other transactions, derivative activity, or additional commentary.

Schedule 13G summary: The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report beneficial ownership of 4,963,086.90 shares of Foot Locker common stock, representing 5.2% of the class. The filing lists shared voting power of 4,962,937.90 and shared dispositive power of 4,963,068.90.

The filing is a joint Schedule 13G and attaches a joint filing agreement plus an exhibit stating that Goldman Sachs & Co. LLC is a subsidiary of The Goldman Sachs Group, Inc. Item 10 certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control, indicating passive institutional ownership above the 5% disclosure threshold.

Foot Locker and DICK'S Sporting Goods continue toward a proposed merger in which Foot Locker would become a wholly owned subsidiary of DICK'S. DICK'S filed a Form S-4 on June 23, 2025 (amended July 8) that was declared effective on July 10, 2025, and Foot Locker mailed the definitive proxy/prospectus on July 11, 2025 for a special shareholder meeting scheduled for August 22, 2025.

Foot Locker reported three shareholder complaints filed in New York state court (docket nos. 654332/2025, 654421/2025, 654426/2025) and additional demand letters beginning July 1, 2025. Without admitting liability, Foot Locker voluntarily supplemented the definitive proxy with additional disclosures dated August 11, 2025 to address the Matters and to reduce the risk of delay. The board reviewed Evercore analyses and delivered a written opinion that the $24.00 per share cash price was fair as of May 14, 2025; Evercore鈥檚 valuation ranges and alternative scenarios (including downside cases) are disclosed in the supplement.

Foot Locker (FL) Form 8-K 鈥� Merger Process Update. On 23 Jul 2025, DICK鈥橲 Sporting Goods voluntarily withdrew the pre-merger filing made under the Hart-Scott-Rodino Act for its agreed acquisition of Foot Locker, originally announced 15 May 2025. The withdrawal gives the Federal Trade Commission additional review time; DICK鈥橲 intends to refile on ~25 Jul 2025, restarting the statutory 30-day waiting period. Both companies state they are working 鈥渃onstructively鈥� with FTC staff and continue to expect the deal to close in 2H-25, subject to regulatory and shareholder approvals and customary conditions. The filing stresses that HSR withdraw-and-refile is a routine step for complex transactions and does not alter previously disclosed terms.

No financial results were disclosed. The remainder of the report is forward-looking-statement boilerplate and references to the S-4/proxy materials already distributed to Foot Locker shareholders.

Filing overview: Allspring Global Investments Holdings, LLC filed Amendment No. 1 to Schedule 13G for Foot Locker, Inc. (NYSE: FL) covering ownership as of 30 June 2025.

• Beneficial ownership: 1,014 common shares, representing 0.0 % of outstanding stock.
• Voting power: Sole power to vote 499 shares; no shared voting power.
• Dispositive power: Sole power to dispose of 1,014 shares; no shared dispositive power.
• Filer classification: Parent holding company (HC) incorporated in Delaware; filing made in the ordinary course of business with no intent to influence control.
• Clients of Allspring鈥檚 investment adviser subsidiaries are the record owners; no single client holds more than 5 % of the class.

The filing indicates a passive, immaterial position well below the 5 % reporting threshold, suggesting minimal impact on Foot Locker鈥檚 governance or float. No financial results, strategic transactions, or changes in ownership control were disclosed.