Key Highlights

● Dick's Sporting Goods priced $1 billion of senior notes split between $400 million due 2036 and $600 million due 2056.

● The 2036 Tranche carries a 6.200% coupon, while the 30-year 2056 tranche carries a 6.900% coupon.

● Net proceeds are earmarked for general corporate purposes including Debt repayment, share Buybacks and acquisitions.

● The notes are unsecured, unsubordinated and carry no guaranty from any Dick's subsidiary, the filing states.

Dick's Sporting Goods, Inc. (NYSE:DKS) entered into an Underwriting agreement on September 22, 2026 with BofA Securities, Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC to sell $1 billion of senior notes in two tranches, the retailer disclosed in an 8-K filed September 25, 2026. The offering splits into $400 million of 6.200% notes due 2036 and $600 million of 6.900% notes due 2056. Dick's said net proceeds are earmarked for general corporate purposes, including financing operations, repaying debt, buying back shares and funding potential acquisitions.

The Terms Of The Two Tranches

The shorter tranche totals $400 million and carries a 6.200% coupon, maturing September 25, 2036. The longer tranche, $600 million in size, carries a 6.900% coupon and matures September 25, 2056, a 30-year instrument. Both series were issued under a Third Supplemental Indenture dated September 25, 2026, which supplements a Base Indenture originally dated January 14, 2022.

U.S. Bank Trust Company, National Association serves as Trustee for the notes. The securities were registered on an automatic shelf registration statement, Form S-3ASR (File No. 333-299029), with a prospectus supplement filed with the SEC on September 23, 2026, two days before the 8-K disclosing the completed agreement.

Where The Notes Sit In Dick's Capital Structure

According to the filing, the notes are unsecured and unsubordinated obligations of Dick's that rank equally, or pari passu, with the company's other existing unsecured and unsubordinated debt. Importantly, the 8-K specifies there is no guaranty of the notes by any of Dick's subsidiaries, meaning the notes are structurally subordinated to any liabilities, including trade payables, at the Subsidiary level.

That structural position is a standard feature of parent-company note offerings and is disclosed explicitly in the filing rather than left to inference. Wachtell, Lipton, Rosen & Katz provided the legal opinion supporting the offering, dated September 25, 2026, the same day as the 8-K.

Why A Retailer Is Raising Long-Dated Debt

Dick's Sporting Goods is a specialty retailer of sporting goods, apparel, footwear and outdoor equipment. Raising $1 billion through a two-part note sale, split between a 10-year and a 30-year maturity, is a conventional way for an investment-grade issuer to extend and diversify its debt Maturity profile while locking in fixed rates for a decade or three decades at a time.

The filing does not break down how much of the $1 billion will go toward each stated use, debt repayment, buybacks or acquisitions, and does not identify any specific existing debt to be repaid or any Acquisition target. It also does not disclose the size of the underwriting discount or the yield-to-worst on either tranche beyond the stated coupons.

What The Filing Does Not Say

The 8-K is a standard disclosure of a completed underwriting agreement and does not include Dick's quarterly financial results, Credit ratings assigned to the new notes, or commentary from management explaining the timing of the offering. No Earnings Call transcript or executive quote accompanies the filing.

Investors looking for the complete terms, covenants, Redemption provisions, events of default, would need to consult the indenture and the underwriting agreement exhibits filed alongside the 8-K, including Exhibit 1.1 (the underwriting agreement) and Exhibit 4.2 (the supplemental indenture).

Tracking The Deal's Settlement And Use Of Proceeds

The notes are expected to settle under the terms disclosed September 25, 2026; the filing does not give a separate closing date beyond the agreement date. Investors can watch for Dick's next periodic report, a 10-Q or 10-K, to see how the $1 billion is allocated among debt repayment, buybacks and acquisitions. No redemption or covenant details beyond the coupon and maturity dates are disclosed in the 8-K itself; the full indenture exhibits govern those terms. The prospectus supplement was filed September 23, 2026 under the existing S-3ASR shelf, meaning no separate SEC review was required before pricing.