As filed with the Securities and Exchange Commission on August 25, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Dick’s Sporting Goods, Inc.

(Exact name of Registrant as specified in its charter)

345 Court Street, Coraopolis, Pennsylvania 15108

(Address of principal executive offices, including zip code)

Dick’s Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan

(Full title of the plan)

John E. Hayes III

SVP and General Counsel

Dick’s Sporting Goods, Inc.

345 Court Street

Coraopolis, Pennsylvania 15108

(724) 273-3400

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jennifer R. Minter, Esq.

Buchanan Ingersoll & Rooney PC

Union Trust Building

501 Grant Street, Suite 200

Pittsburgh, Pennsylvania 15219-4413

(412) 562-8800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

Dick’s Sporting Goods, Inc. (together with its subsidiaries, referred to as “the Registrant,” “the Company,” “we,” “us,” and “our” unless specified otherwise) is filing this registration statement on Form S-8 (this “Registration Statement”) for the purpose of registering an additional 7,500,000 shares of our common stock, par value $0.01 per share (“Common Stock”) for issuance under the Dick’s Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan (the “Plan”). The 7,500,000 shares of Common Stock being registered pursuant to this Registration Statement are in addition to the 12,889,210 shares of Common Stock currently registered on our registration statement on Form S-8 filed on June 14, 2012, file number 333-182120 (the “2012 Registration Statement”) and the 3,000,000 shares of Common Stock currently registered on our registration statement on Form S-8 filed on August  26, 2020, file number 333-248421 (the “2020 Registration Statement, and collectively with the 2012 Registration Statement, the “Prior Registration Statements”). This Registration Statement relates to the same class of securities to which the Prior Registration Statements relate and is submitted pursuant to General Instruction E to Form S-8. Pursuant to General Instruction E, this Registration Statement incorporates by reference the contents of the Prior Registration Statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In addition to the Prior Registration Statements, the following documents, which have been heretofore filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), other than any portions of the respective filings that were furnished, rather than filed, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K (including exhibits related thereto) or other applicable SEC rules, shall be deemed incorporated by reference herein and to be a part of this Registration Statement from the date of filing of such documents:

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement on Form S-8, and prior to the filing of a post-effective amendment that indicates that all the shares of Common Stock offered hereby have been sold or that deregisters all such shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such reports and documents.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

The validity of the securities registered hereby has been passed upon for the Company by Buchanan Ingersoll & Rooney PC (“BIR”), Pittsburgh, Pennsylvania. Certain shareholders and other attorneys of BIR beneficially own an aggregate of 1,100 shares of the Company’s Common Stock.

Item 6. Indemnification of Directors and Officers.

Dick’s Sporting Goods, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”), provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

The Company’s amended and restated certificate of incorporation provides for the indemnification and advancement of expenses to the fullest extent permitted by law of any individual made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company or is or was a director or officer of the Company serving as an officer, director, employee or agent of any other enterprise at the request of the Company.

Further, as permitted by Section 102(b)(7) of the DGCL, the Registrant’s amended and restated certificate of incorporation includes provisions that eliminate the personal liability of its directors, but not its officers, for monetary damages for breach of fiduciary duty as a director other than (i) for any breach of the director’s duty of loyalty to the Registrant and its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL and (iv) for any transaction from which the director derived an improper personal benefit.

Section 145 of the DGCL also permits a corporation to purchase and maintain insurance on behalf of any director, officer, employee or agent against any liability asserted against such person acting in his or her capacity, whether or not the corporation would have the power to indemnify such person against such liability. The Registrant provides liability insurance for directors and officers of Dick’s Sporting Goods and its subsidiaries. In addition, the Company has entered into agreements to indemnify its directors in addition to the indemnification provided for in the amended and restated certificate of incorporation. These agreements, among other things, indemnify the Company’s directors for certain losses, expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, including any action by or in the right of the Company, on account of services by that person as a director or officer of the Company, or as a director or officer of any subsidiary of the Company, or as a director or officer of any other company or enterprise that the person provides services to at the request of the Company.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 25^th day of August, 2021.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

August 25, 2021

Dick’s Sporting Goods, Inc.

345 Court Street

Coraopolis, PA 15108

Re: Registration Statement on Form S-8 Filed by Dick’s Sporting Goods, Inc.

Ladies and Gentlemen:

We have acted as counsel to Dick’s Sporting Goods, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of up to 7,500,000 additional shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the terms of the Dick’s Sporting Goods, Inc. Amended and Restated 2012 Stock and Incentive Plan (the “Plan”).

In connection with such proposed issuance, we have examined the Plan, the Amended and Restated Certificate of Incorporation of the Company as amended to date and currently in effect, the Amended and Restated By-Laws of the Company as currently in effect, the relevant corporate proceedings of the Company, the Registration Statement on Form S-8 (the “Registration Statement”) covering the issuance of the Shares, and such other documents, records, certificates of public officials, statutes, and decisions as we consider necessary to express the opinions contained herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the Plan, the Shares will be validly issued, fully paid, and non-assessable.

We express no opinion as to the applicability or compliance with or effect of federal law or the law of any other jurisdiction other than the Delaware General Corporation Law, as amended.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K, promulgated under the Securities Act.

This opinion has been prepared for your use in connection with the issuance of the Shares under the Plan, and speaks as of the date hereof. We assume no obligation to advise you of any fact, circumstance, event, or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify the opinions expressed herein.

It is understood that this opinion is to be used only in connection with the issuance of the Shares while the Registration Statement is in effect.

2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 24, 2021 relating to the financial statements and financial statement schedule of Dick’s Sporting Goods, Inc. and subsidiaries and the effectiveness of Dick’s Sporting Goods, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Dick’s Sporting Goods, Inc. and subsidiaries for the year ended January 30, 2021.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

August 25, 2021

Exhibit 24.1

POWER OF ATTORNEY WITH RESPECT TO

REGISTRATION STATEMENTS AND AMENDMENTS THERETO

COVERING SECURITIES ISSUED BY THE COMPANY

PURSUANT TO ITS 2012 STOCK AND INCENTIVE PLAN (AS AMENDED AND

RESTATED)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward W. Stack, Lauren R. Hobart, Lee J. Belitsky, and John E. Hayes III, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do any and all acts and to execute any and all instruments which the attorney and agent may deem necessary in order to enable the Company to register the above-captioned securities for issuance and sale under, and otherwise to comply with, the Securities Act of 1933, as amended, or any other applicable law, and any requirements of the Securities and Exchange Commission (the “Commission”) or any other applicable governmental or regulatory agency or authority in respect thereof, including, but not limited to, power and authority to sign his or her name (whether on behalf of the Company or otherwise) to one or more registration statements, any amendments (including post-effective amendments) thereto and any of the exhibits, financial statements, schedules or prospectuses filed therewith, and to file them with such Commission, agency or authority.

The undersigned ratifies and confirms all that any of the attorneys and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may exercise, all the powers conferred by this instrument.