Note 14 - Merger Agreement	6 Months Ended
Aug. 02, 2025
Notes to Financial Statements
Subsequent Events [Text Block]	14. Merger Agreement As previously announced, on May 15, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, DICK'S Sporting Goods, Inc. ("DICK'S) and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK'S ("Merger Sub"), pursuant to which, among other things, at the effective time of the Merger (the "Effective Time"), Merger Sub would merge with and into the Company (the "Merger"), with the Company continuing as the surviving entity, upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Under the terms and subject to the conditions set forth in the Merger Agreement, each share of the Company's Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares owned by DICK'S, the Company or any of their Subsidiaries), will be converted into the right to receive, at the election of each shareholder of Company Common Stock, (A) $24.00 in cash per share ("Cash Consideration") or (B) 0.1168 validly issued, fully paid and nonassessable shares of DICK'S common stock. Holders of Company Common Stock who do not make a cash or stock election will receive Cash Consideration. The transaction is subject to Foot Locker shareholder approval and other customary closing conditions, including regulatory approvals. On August 22, 2025, Foot Locker received shareholder approval for the Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expired at 11:59 p.m. Eastern time on August 25, 2025 and all required regulatory approvals to complete the transaction have been received. The Company expects the transaction will close on September 8, 2025. If the Merger is consummated, the shares of Company Common Stock currently listed on the New York Stock Exchange (the "NYSE") will be delisted from the NYSE and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended.

Note 14 - Merger Agreement

6 Months Ended

Aug. 02, 2025

14. Merger Agreement

As previously announced, on May 15, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, DICK'S Sporting Goods, Inc. ("DICK'S) and RJS Sub LLC, a New York limited liability company and a wholly owned subsidiary of DICK'S ("Merger Sub"), pursuant to which, among other things, at the effective time of the Merger (the "Effective Time"), Merger Sub would merge with and into the Company (the "Merger"), with the Company continuing as the surviving entity, upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement.

Under the terms and subject to the conditions set forth in the Merger Agreement, each share of the Company's Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares owned by DICK'S, the Company or any of their Subsidiaries), will be converted into the right to receive, at the election of each shareholder of Company Common Stock, (A) $24.00 in cash per share ("Cash Consideration") or (B) 0.1168 validly issued, fully paid and nonassessable shares of DICK'S common stock. Holders of Company Common Stock who do not make a cash or stock election will receive Cash Consideration.

The transaction is subject to Foot Locker shareholder approval and other customary closing conditions, including regulatory approvals. On August 22, 2025, Foot Locker received shareholder approval for the Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expired at 11:59 p.m. Eastern time on August 25, 2025 and all required regulatory approvals to complete the transaction have been received. The Company expects the transaction will close on September 8, 2025. If the Merger is consummated, the shares of Company Common Stock currently listed on the New York Stock Exchange (the "NYSE") will be delisted from the NYSE and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended.