SCHEDULE: Dick's Sporting Goods VP Colombo Amends 13D Filing

William J. Colombo, Vice Chairman of Dick's Sporting Goods, Inc., updated his Schedule 13D filing to reflect changes in shared voting and dispositive power over significant trust holdings.

Summary

• William J. Colombo, Vice Chairman of Dick's Sporting Goods, Inc., filed Amendment No. 3 to his Schedule 13D.
• The amendment details changes in his shared voting and dispositive power over shares held in various trusts.
• Mr. Colombo beneficially owns an aggregate of 12,230,377 shares, representing 15.61% of the outstanding common stock on an as-converted basis.
• This includes 173,987 shares with sole voting power and 173,012 shares with sole dispositive power (including shares in a trust for his children and restricted stock).
• He has shared voting power over 9,051,615 shares (8,961,222 Class B common stock and 90,393 common stock) held in the Stack Trusts.
• He has shared dispositive power over 12,056,390 shares (11,965,997 Class B common stock and 90,393 common stock) held in the Trusts (Stack Trusts and Denise Stack Non Exempt Descendants Trust).
• The trustee for the Trusts changed to Overbrook235 LLC effective March 12, 2026.
• Mr. Colombo serves as one of two members of a committee jointly responsible for voting and dispositive decisions for Overbrook235 LLC, the trustee of the Stack Trusts and other Trusts.
• He has no pecuniary interest in the shares held by these Trusts.
• The calculations are based on 66,398,273 shares of common stock outstanding as of November 28, 2025, as reported in the Issuer's Form 10-Q filed December 5, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While it's primarily an administrative update, it reaffirms a significant insider's continued substantial beneficial ownership, which can be a sign of confidence, despite the complex trust structures and lack of direct pecuniary interest in a large portion of the shares.

Positives

• William J. Colombo, a key insider and Vice Chairman, maintains a significant beneficial ownership stake of 15.61% in Dick's Sporting Goods, Inc., indicating continued alignment with shareholder interests.
• The filing clarifies the structure of control over substantial Class B common stock holdings, which carry ten votes per share, reinforcing stability in governance.

Risks

• The Class B common stock, which Mr. Colombo has shared voting power over, carries ten votes per share, concentrating voting power and potentially limiting the influence of common stockholders on certain matters.
• Mr. Colombo has no pecuniary interest in the significant portion of shares held by the Trusts, meaning his personal financial incentive is not directly tied to the performance of those specific shares, though his role as Vice Chairman provides other incentives.

Future Outlook

William J. Colombo may acquire shares of common stock through equity awards or open market transactions for investment purposes, and may gift shares. The Trusts, over which he shares voting and/or dispositive power, may also acquire or dispose of additional shares.

Management Comments

• William J. Colombo does not have any plans or proposals which relate to or would result in any of the matters listed in Item 4 of Schedule 13D except that, from time to time, William J. Colombo may acquire shares of common stock pursuant to equity awards granted to him by the Issuer or, for investment purposes, William J. Colombo may acquire or dispose of shares of common stock through open market transactions or otherwise, and may gift shares of common stock.
• Further, additional shares of common stock or Class B common stock may be acquired or disposed of by each of the Trusts, over which William J. Colombo shares voting and/or dispositive power but holds no pecuniary interests.
• William J. Colombo has no pecuniary interest in the shares of Issuer common stock and Class B common stock held in the Trusts, and no ability to control future contributions of common stock or Class B common stock into the Trusts.

Industry Context

StockSavvy.ai notes that insider ownership disclosures, particularly from high-ranking executives like a Vice Chairman, are closely watched by the market. While this filing primarily clarifies governance over existing trust holdings rather than signaling a major shift in personal investment strategy, the continued significant beneficial ownership by a key insider like Mr. Colombo can be viewed positively, suggesting ongoing commitment to the company's long-term success. The dual-class share structure with Class B common stock carrying enhanced voting rights is a common feature in some companies, often designed to maintain founder or insider control, which can be a point of contention for some governance advocates.

Comparison to Industry Standards

• The beneficial ownership of 15.61% by a Vice Chairman is a substantial stake, often exceeding typical insider ownership percentages in large-cap retail companies, which can range from low single digits to around 10% for founders/executives. For example, at companies like Nike or Lululemon, individual insider ownership is generally lower, though collective insider ownership can be significant.
• The existence of Class B common stock with ten votes per share is a governance structure seen in other companies, such as Meta Platforms (Facebook) or Alphabet (Google), where founders maintain significant control despite public listing. This structure deviates from the 'one share, one vote' standard favored by many institutional investors and proxy advisors, who often advocate for equal voting rights.
• The arrangement where Mr. Colombo has shared voting and dispositive power over trust assets without pecuniary interest is a complex governance setup. While not uncommon for family trusts, it highlights a separation between control and direct financial incentive for those specific shares, which differs from direct personal holdings.

Management Changes

Corporate Governance

Related Party Transactions

• William J. Colombo has shared voting and/or dispositive power over shares held in various trusts (Denise Stack Non Exempt Descendants Trust, Edward W Stack Irrev Trust U/A DTD 1/21/2020, Edward W Stack Non-Grantor Trust U/A Dated 10/5/2020, and Ardsley Trust U/A DTD 7/17/2024), but holds no pecuniary interest in these shares.
• The voting power for 3,004,775 shares held by the Denise Stack Non Exempt Descendants Trust is controlled by a party to a Memorandum of Understanding and Voting Agreement, rather than by Overbrook235 LLC as trustee.

Stakeholder Impact

• Shareholders: The filing clarifies the beneficial ownership structure of a significant insider, which can provide transparency regarding control and influence within the company. The continued substantial ownership by a Vice Chairman may be viewed positively as alignment of interests.

Next Steps

• William J. Colombo may acquire or dispose of shares for investment purposes or through equity awards.
• The Trusts, over which Mr. Colombo shares control, may acquire or dispose of additional shares.

Key Dates

Recommendation

This Schedule 13D amendment is primarily an administrative update clarifying the beneficial ownership structure and control mechanisms of William J. Colombo over significant trust holdings. It does not introduce new financial performance data, strategic shifts, or major changes in personal investment intent that would warrant a change in investment thesis. The continued substantial insider ownership by the Vice Chairman is a stable factor, but the complex trust arrangements and lack of pecuniary interest in a large portion of the shares mean this filing alone does not present a compelling reason to alter an existing 'hold' position.

Keywords

Dick's Sporting Goods, William J. Colombo, Schedule 13D, Beneficial Ownership, Class B Common Stock, Corporate Governance, Insider Ownership, Trusts, Voting Power, Dispositive Power