Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 22)*
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Dick's Sporting Goods, Inc. (Name of Issuer) |
Common Stock, par value $.01 per share. Mr. Stack also is the beneficial owner of Class B common stock. See Comment for Type of Reporting Person. (Title of Class of Securities) |
253393102 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 253393102 |
| 1 | Names of Reporting Persons
Edward W. Stack | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PENNSYLVANIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,259.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.69 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows 5 and 9: Represents 1,051,672 shares of common stock and 9,692,814 shares of Class B common stock beneficially owned by Mr. Stack, 98,199 shares of common stock and 3,990,630 shares of Class B common stock for which Mr. Stack maintains sole voting, but not dispositive power (see the portion of the comment related to Rows 7 and 9 below), and 1,168,944 shares of common stock subject to options that are currently exercisable, or that will become exercisable, within 60 days of December 31, 2025. Each share of Class B common stock is convertible into a share of common stock at any time at the option of the holder. The Class B common stock is also automatically convertible into common stock under certain circumstances. Holders of Class B common stock are entitled to ten votes for each share of Class B common stock held of record on all matters submitted to a vote of stockholders, including election of directors. For a full description of the rights of the Class B common stock see "Description of Capital Stock" in Dick's Sporting Goods, Inc.'s Registration Statement, as amended, on Form S-1 (File No. 333-96587). This portion of the comment also applies to Items 4(a) and 4(c)(i). Rows 7 and 9: Pursuant to the terms of a Memorandum of Understanding dated March 2, 2009 ("MOU") and Voting Agreement and Proxy dated October 13, 2009 ("Voting Agreement"), Mr. Stack has sole voting power, but not dispositive power, with respect to 3,990,630 shares of Class B common stock owned directly or indirectly by Mr. Stack's former spouse. Mr. Stack also owns 98,199 shares of restricted common stock, of which (i) 33,975 shares vest in April 2026, (ii) 23,676 shares vest in April 2027, and (iii) 40,548 shares vest in April 2028. Until the shares vest, they may be voted but may not be sold or otherwise transferred. This portion of the comment also applies to Item 4(c)(iii).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Dick's Sporting Goods, Inc. | |
| (b) | Address of issuer's principal executive offices:
345 Court Street; Coraopolis, PA 15108 | |
| Item 2. | ||
| (a) | Name of person filing:
Edward W. Stack | |
| (b) | Address or principal business office or, if none, residence:
c/o Dick's Sporting Goods, Inc. 345 Court Street Coraopolis, PA 15108 | |
| (c) | Citizenship:
United States Citizen | |
| (d) | Title of class of securities:
Common Stock, par value $.01 per share. Mr. Stack also is the beneficial owner of Class B common stock. See Comment for Type of Reporting Person. | |
| (e) | CUSIP No.:
253393102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
16,002,259 | |
| (b) | Percent of class:
19.69 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
16,002,259 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
11,913,430 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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