ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



On August 29, 2022, DICK'S Sporting Goods, Inc. (the "Company") entered into
partial unwind agreements with a financial institution (the "Hedge
Counterparty") relating to a portion of the convertible note hedge transactions
(the "Note Hedge Partial Early Termination Agreement") and a portion of the
warrant transactions (the "Warrant Partial Early Termination Agreement") that
were previously entered into by the Company with the Hedge Counterparty in
connection with the issuance of its 3.25% Convertible Senior Notes due 2025 (the
"2025 Notes"). The Note Hedge Partial Early Termination Agreement relates to a
number of call options corresponding to a portion of the number of 2025 Notes
subject to exchange pursuant to the Exchange Agreements described below (the
"Exchanged Notes"), and the Warrant Partial Early Termination Agreement relates
to a portion of the number of warrants corresponding to the number of shares of
the Company's common stock underlying such Exchanged Notes. Pursuant to the Note
Hedge Partial Early Termination Agreement and the Warrant Partial Early
Termination Agreement (together, the "Partial Early Termination Agreements"),
the Hedge Counterparty 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 thereunder, 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 August 30,
2022.

The foregoing description of the Partial 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 Partial Early Termination Agreement and the form
of Warrant Partial Early Termination Agreement, copies of which are filed with
this Current Report on Form 8-K as Exhibits 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.

ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES



On August 29, 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 $100
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 August 30,
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 26.67% of the outstanding principal amount. Following the exchange, approximately $275 million in aggregate principal amount of 2025 Notes will remain outstanding, and the Company's annual interest payments will be reduced by $3,250,000.



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.


--------------------------------------------------------------------------------

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)  Exhibits.

Exhibit No.                Description
       10.1                  Form of Note Hedge Partial Early Termination Agreement, dated as of
                               August 29    , 2022, by and between DICK'S

Sporting Goods, Inc. and the


                           applicable call option counterparty.
       10.2                  Form of Warrant Partial Early Termination

Agreement, dated as of

August 29    , 2022, by and between DICK'S

Sporting Goods, Inc. and the


                           applicable warrant counterparty.
       10.3                  Form of Exchange Agreement, dated as of

August 29 , 2022, by and


                           between DICK'S Sporting Goods, Inc. and the applicable Noteholder.
   Exhibit 104             Cover Page Interative Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses