Merger Agreement	3 Months Ended
Merger Agreement	May 04, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Merger Agreement	Merger Agreement On April 23, 2024, we entered into an Agreement and Plan of Merger ("Merger Agreement") by and among the Company, Genesis Holdings, Inc., an Indiana corporation ("Parent"), Steps Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, a company incorporated under the laws of England and Wales and the ultimate parent company of Parent and Merger Sub ("JD Sports"). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger") effective as of the effective time of the Merger ("Effective Time"). As a result of the Merger, Merger Sub will cease to exist, and Hibbett will survive as a wholly owned subsidiary of Parent (the "Surviving Corporation"). As a result of the Merger, except as otherwise provided in the Merger Agreement, at the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of our common stock held as treasury stock or owned by any direct or indirect wholly owned subsidiary of the Company, JD Sports or any direct or indirect wholly owned subsidiary of JD Sports and (ii) shares of our common stock held by a stockholder who has not voted in favor of the adoption of the Merger Agreement and who has complied with all of the provisions of the General Corporation Law of the State of Delaware concerning the right of holders of shares or our common stock to demand appraisal of their shares) will automatically be converted into the right to receive $87.50 in cash, without interest. The consummation of the Merger is subject to the satisfaction or waiver of various customary conditions set forth in the Merger Agreement, including, but not limited to: •the approval of the Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock; •the absence of any restraint or law preventing or prohibiting the consummation of the Merger; •the accuracy of Parent's, Merger Sub's, and our representations and warranties (subject to certain materiality qualifiers); •Parent's, Merger Sub's, and our compliance in all material respects with their respective covenants and agreements required by the Merger Agreement to be performed or complied with before the Effective Time; and •the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) occurring since April 23, 2024. The consummation of the Merger was also subject to the expiration of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Hibbett and the Pentland Group, the majority shareholder of JD Sports, made the filings required by the HSR Act on May 8, 2024. The applicable waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on June 7, 2024. The consummation of the Merger is not subject to a financing condition. The Merger is expected to close in the third calendar quarter of 2024. If the Merger is consummated, shares of our common stock will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended. The foregoing description of the Merger and the Merger Agreement does not purport to be and is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2024. On April 23, 2024, upon entering into the Merger Agreement, we incurred $2.5 million of financial advisory fees, which we recorded during the 13-weeks ended May 4, 2024. Total expenses incurred during the 13-weeks ended May 4, 2024 related to the proposed Merger were $2.6 million, which are reported as selling, general and administrative expenses in the unaudited consolidated statements of operations. See Item 1A. Risk Factors for a discussion of certain risks related to the Merger.