ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



On September 26, 2022, DICK'S Sporting Goods, Inc. (the "Company") entered into
a partial unwind agreement with a financial institution (the "Hedge
Counterparty") relating to a portion of the convertible note hedge transaction
(the "Note Hedge Partial Early Termination Agreement") and a portion of the
warrant transaction (the "Warrant Partial Early Termination Agreement") that
were previously entered into by the Company with such Hedge Counterparty in
connection with the issuance of its 3.25% Convertible Senior Notes due 2025 (the
"2025 Notes") in an aggregate principal amount of $575 million. 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 portion of the call option transaction and warrant transaction
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 September 27, 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 September 26, 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
$120,558,000 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
September 27, 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 43.84% of the outstanding principal amount. Following the exchange, approximately $154 million in aggregate principal amount of 2025 Notes will remain outstanding, and the Company's annual interest payments will be reduced by $3,918,135.



The foregoing description of the Exchange Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
form of Exchange Agreement, 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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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
                           September 26, 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

September 26, 2022, by and between DICK'S

Sporting Goods, Inc. and the


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

September 26, 2022, by and


                           between DICK'S Sporting Goods, Inc. and the

applicable Noteholder.


   Exhibit 104             Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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