DICK’S SPORTING GOODS, INC. : Entering into a Material Definitive Agreement, Unrecorded Sale of Equity Securities, Financial Statements and Supporting Documents (Form 8-K)

ARTICLE 1.01. CONCLUSION OF A DEFINITIVE MATERIAL AGREEMENT

On June 23, 2022, DICK'S Sporting Goods, Inc. (the "Company") entered into, with
certain financial institutions (collectively, the "Hedge Counterparties"),
partial unwind agreements relating to a portion of the convertible note hedge
transactions (the "Note Hedge Early Termination Agreements") and a portion of
the warrant transactions (the "Warrant Early Termination Agreements" and
together with the Note Hedge Early Termination Agreements, the "Early
Termination Agreements") that were previously entered into by the Company with
each such Hedge Counterparty in connection with the issuance of its 3.25%
Convertible Senior Notes due 2025 (the "2025 Notes"). The Note Hedge Early
Termination Agreements relate to a number of call options corresponding to the
number of 2025 Notes subject to exchange pursuant to the Exchange Agreements
described below (the "Exchanged Notes"), and the Warrant Early Termination
Agreements relate to a number of warrants corresponding to the number of shares
of the Company's common stock underlying such Exchanged Notes. Pursuant to such
Early Termination Agreements, the Hedge Counterparties will deliver to the
Company a number of shares of the Company's common stock in respect of the call
option transactions and warrant transactions being early terminated, which
number of shares will be determined based upon the volume-weighted average price
per share of the Company's common stock during an averaging period, commencing
on June 24, 2022.

The foregoing description of the Early Termination Agreements does not purport
to be complete and is qualified in its entirety by reference to the full text of
the form of Note Hedge Early Termination Agreement and the form of Warrant Early
Termination Agreement, copies of which are filed with this Current Report on
Form 8-K as Exhibit 10.1 and 10.2, respectively, and are 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 call
spread terminations and the exchange transactions described below.

SECTION 3.02. UNREGISTERED SALE OF EQUITY SECURITIES

On June 23, 2022, the Company entered into exchange agreements (the "Exchange
Agreements" and each, an "Exchange Agreement") with certain holders (the
"Noteholders") of the 2025 Notes. The Noteholders have agreed to exchange $50
million in aggregate principal amount of the Company's outstanding 2025 Notes
for a combination of cash and shares of the Company's common stock. The total
number of shares of common stock to be issued by the Company to the Noteholders
will be determined based upon the volume-weighted average price per share of the
Company's common stock during an averaging period, commencing on June 24, 2022.

The Company's shares of common stock to be issued in connection with the
exchange will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), and will be issued in reliance on the exemption from the
registration requirements thereof provided by Section 4(a)(2) of the Securities
Act in a transaction by an issuer not involving a public offering.

The 2025 Notes to be exchanged represent approximately 10.5% of the outstanding
principal amount. Following the exchange, approximately $425 million in
aggregate principal amount will remain outstanding, and the Company's annual
interest payments will be reduced by $1,625,000.

The foregoing description of the Exchange Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
form of Exchange Agreements, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 10.3 and is incorporated herein by reference.


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ARTICLE 9.01. FINANCIAL STATEMENTS AND APPENDICES

(d)  Exhibits.

Exhibit No.                Description
       10.1                  Form of Note Hedge Early Termination Agreement, dated as of     J    une
                           23    , 202    2, by and between DICK'S Sporting

Goods, Inc. and the applicable

                           call option counterparty    .
       10.2                  Form of Warrant Early Termination Agreement,

dated June 23 ,

                           2022, by and between DICK'S Sporting Goods, Inc. 

and the applicable mandate

                           counterparty.
       10.3                  Form of Exchange Agreement, dated as of    

June 23 2022, by and between

                           DICK'S Sporting Goods, Inc. and the applicable 

Incumbent.

   Exhibit 104             Cover Page Interative Data File (embedded within the Inline XBRL document)

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