Hibbett (HIBB) PREM14APreliminary proxy related to merger

 

[  ], 2024

You are cordially invited to attend a special meeting of stockholders of Hibbett, Inc. (“Hibbett” or the “Company”) to be held on [  ], 2024, at [  ] [a.m.] / [p.m.], Central Time (such meeting, including any adjournment or postponement thereof, the “Special Meeting”). The Special Meeting will be held in virtual format and conducted via a live webcast at www.virtualshareholdermeeting.com/HIBB2024.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 23, 2024 (the “Merger Agreement”), by and among Hibbett, Genesis Holdings, Inc. (“Parent”), Steps Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”) and, solely for purposes of certain provisions specified therein, JD Sports Fashion plc, 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 Hibbett (the “Merger”) effective as of the effective time of the Merger (the “Effective Time”). As a result of the Merger, Merger Sub will cease to exist, and Hibbett will survive the Merger as a wholly owned subsidiary of Parent. You will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger and a proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained.

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $87.50 in cash, without interest, for each share of Hibbett’s common stock, par value $0.01 per share (“Hibbett Common Stock”), that you own, unless you have properly exercised your appraisal rights with respect to such shares.

On April 22, 2024, Hibbett’s board of directors, after considering various factors, including those described in the accompanying Proxy Statement (the “Proxy Statement”), and after consultation with Hibbett’s independent legal and financial advisors, unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Hibbett and its stockholders, (ii) determined that it is in the best interest of Hibbett and its stockholders to enter into, and approved, adopted and declared advisable, the Merger Agreement, (iii) approved the execution and delivery by Hibbett of the Merger Agreement, the performance by Hibbett of its covenants and agreements contained in the Merger Agreement and the consummation of Merger and the other the transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (iv) directed that the approval of the adoption of the Merger Agreement be submitted to the holders of Hibbett Common Stock, and (v) subject to the terms of the Merger Agreement, resolved to recommend that the stockholders of Hibbett (“Hibbett stockholders”) approve the adoption of the Merger Agreement at the Special Meeting.

Hibbett’s board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby, (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by Hibbett to its named executive officers in connection with the Merger and contemplated by the Merger Agreement, and (iii) “FOR” the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained.

We appreciate you taking the time to vote promptly, and encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If your shares are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the proposals, your broker, bank or other nominee may not vote your shares with respect to any of the proposals. We encourage you to instruct your broker, bank or other nominee to vote your shares “FOR” all of the proposals set forth in the Proxy Statement by following the directions on the enclosed voting instruction form to provide your instructions over the Internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. Again, we encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of a majority of the outstanding shares of Hibbett Common Stock entitled to vote thereon. In addition, the Merger Agreement makes the approval by Hibbett stockholders of the proposal to adopt the Merger Agreement a condition to the parties’ obligations to consummate the Merger. The failure of any stockholder to grant a proxy electronically over the Internet or by telephone, to submit a signed proxy card, or to vote at the Special Meeting will have the same effect as a vote against the proposal to adopt the Merger Agreement, and will not have any effect on the proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger or the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate. Further, such stockholder’s shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Because the proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact MacKenzie Partners, Inc., our proxy solicitor, by calling +1 (800) 322-2885 (toll-free).

On behalf of Hibbett’s board of directors, I thank you for your support and appreciate your consideration of this matter.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated [   ], 2024 and, together with the enclosed form of proxy card, is first being mailed to Hibbett stockholders on or about [   ], 2024.

 

A special meeting of stockholders of Hibbett, Inc., a Delaware corporation (“Hibbett” or the “Company’), will be held on [  ], 2024, at [  ] [a.m.] / [p.m.], Central Time (such meeting, including any adjournment or postponement thereof, the “Special Meeting”). The Special Meeting will be held in virtual format and conducted via a live webcast at www.virtualshareholdermeeting.com/HIBB2024.

The affirmative vote of a majority of the outstanding shares of Hibbett’s common stock, par value $0.01 per share (“Hibbett Common Stock”), entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority in voting power of the Hibbett Common Stock entitled to vote thereon, which are present or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve (i) by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger, and (ii) the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by virtual ballot at the Special Meeting will have the same effect as a vote against the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger or the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate. Abstentions will be counted as votes against the proposal to adopt the Merger Agreement, the proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger and the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate. Because the proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Only Hibbett stockholders of record as of the close of business on [  ], 2024 are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at Hibbett’s principal executive offices located at 2700 Milan Court, Birmingham, Alabama 35211, during regular business hours for a period of no less than ten days before the Special Meeting.

Hibbett’s board of directors (the “Board”) unanimously recommends that you vote (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger, and (iii) “FOR” the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained. In considering the recommendation of the Board, Hibbett stockholders should be aware that Hibbett’s executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of Hibbett. See the section entitled “Proposal 1: Adoption of the Merger Agreement—Interests of the Directors and Executive Officers of Hibbett in the Merger” beginning on page 71 of this Proxy Statement.

 

/s/ Elaine V. Rodgers

Elaine V. Rodgers

Corporate Secretary

Your vote is extremely important. Whether or not you plan to attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” each of the proposals.

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Hibbett stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 117 of this Proxy Statement.

This Proxy Statement, and the documents to which Hibbett refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by Hibbett or on Hibbett’s behalf, contain forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “ongoing,” “outlook,” “should,” “seek,” “target,” “will,” “would,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, Hibbett. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Hibbett’s business and the price of Hibbett Common Stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by Hibbett’s stockholders and receipt of required regulatory approvals; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Hibbett to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed transaction on Hibbett’s business relationships, operating results and business generally; (v) risks that the proposed transaction disrupts Hibbett’s current plans and operations; (vi) Hibbett’s ability to retain and hire key personnel in light of the proposed transaction; (vii) risks related to diverting management’s attention from Hibbett’s ongoing business operations; (viii) unexpected costs, charges or expenses resulting from the proposed transaction; (ix) potential litigation relating to the transaction that could be instituted against JD Sports, Hibbett or their, or their affiliates, respective directors, managers or officers, including the effects of any outcomes related thereto; (x) continued availability of capital and financing and rating agency actions; (xi) certain restrictions during the pendency of the transaction that may impact Hibbett’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war, hostilities, epidemics or pandemics, as well as management’s response to any of the aforementioned factors; (xiii) other risks described in Hibbett’s filings with the SEC, such risks and uncertainties described under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of Hibbett’s Annual Report on Form 10-K filed with the SEC on March 25, 2024 (the “Base 2024 Form 10-K”), as amended by our Annual Report on Form 10-K/A, filed with the SEC on May 29, 2024 (as amended, the “2024 Form 10-K”) and subsequent filings; and (xiv) those risks and uncertainties that will be described in the proxy statement that will be filed with the SEC (if and when it becomes available) from the sources indicated below. While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in the proxy statement will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the transaction and/or Hibbett’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. Hibbett undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

All of the forward-looking statements Hibbett makes in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information in Hibbett’s consolidated financial statements and notes thereto included in the 2024 Form 10-K, and subsequent periodic and interim report filings (see the section entitled “Where You Can Find More Information” beginning on page 117 of this Proxy Statement).

This Proxy Statement is being furnished to Hibbett stockholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [   ], 2024 at [   ] [a.m.] / [p.m.], Central Time, unless the meeting is adjourned or postponed. The Special Meeting will be held in virtual format and conducted via a live webcast at www.virtualshareholdermeeting.com/HIBB2024.

Only Hibbett stockholders of record as of the close of business on [   ], 2024 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available for inspection in Hibbett’s headquarters located at 2700 Milan Court, Birmingham, Alabama 35211, during regular business hours for a period of at least ten (10) days before the Special Meeting.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by virtual ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. The holders of a majority of Hibbett Common Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at the Special Meeting for the transaction of business. Abstentions will be counted as present for the purpose of determining the presence of a quorum. Broker non-votes will not be counted for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority.

The affirmative vote of a majority of the outstanding shares of Hibbett Common Stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority in voting power of Hibbett Common Stock entitled to vote thereon, which are present, or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve: (i) by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger, and (ii) the proposal approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate. This means that the proposal to adopt the Merger Agreement, and the transactions contemplated thereby, including the Merger, will be approved if the number of shares voted “FOR” such proposal is greater than 50% of the total number of outstanding shares of Hibbett Common Stock entitled to vote at the Special Meeting. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by virtual ballot at the Special Meeting will have the same effect as a vote against the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger or the proposal to approve one or more adjournments of the Special Meeting from

At the close of business on the Record Date, Hibbett’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [   ] shares of Hibbett Common Stock, which represented approximately [   ]% of the shares of outstanding Hibbett Common Stock on that date. The directors and executive officers have informed Hibbett that they currently intend to vote all of their shares of Hibbett Common Stock “FOR” the adoption of the Merger Agreement, “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger, and “FOR” the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained.

If your shares of Hibbett Common Stock are held in your name by Hibbett’s transfer agent, Computershare, Inc., you can vote:

For purposes of expediency, we encourage all stockholders to vote electronically, if possible. However, if you do not have access to a touch-tone phone or the Internet, you can vote:

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” adoption of the Merger Agreement, “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger, and “FOR” the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the proposed compensation arrangements for Hibbett’s named executive officers in connection with the Merger, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of Hibbett Common Stock are held in a street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because all of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of Hibbett Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” each of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the Internet or telephone through your broker, bank or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank or other nominee, it will be counted as a vote against the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger or the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate.

Stockholders of record retain the power to revoke their proxy or change their vote at any time before it is voted at the Special Meeting, even if they sign the proxy card or voting instruction card in the form accompanying this Proxy Statement, via telephone or via the Internet. Stockholders of record can revoke their proxy or change their vote at any time before it is exercised by giving written notice specifying such revocation, to the attention of our Corporate Secretary at Hibbett, Inc., 2700 Milan Court, Birmingham, Alabama 35211, so that it is received prior to 11:59 p.m., Central Time, on the night before the Special Meeting. Stockholders of record may also change their vote by timely delivery of a valid, later-dated proxy signed and returned by mail prior to 11:59 p.m., Central Time, on the night before the Special Meeting or by voting by virtual ballot in person at the Special Meeting. Simply attending the Special Meeting will not constitute revocation of your proxy.

If your shares of Hibbett Common Stock are held in the name of a broker, bank or other nominee, you should follow the instructions of such broker, bank or other nominee regarding the revocation of proxies. If you have voted via the Internet or via telephone, you may change your vote by signing on to the website and following the prompts or calling the toll-free number again and following the instructions.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Hibbett stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

In addition to the proposal to approve the adoption of the Merger Agreement and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger, Hibbett stockholders are also being asked to approve a proposal that will give the Board authority to adjourn the Special Meeting from time to time, if necessary or appropriate in the view of the Board, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained. In addition, the Board may postpone the Special Meeting before it commences in accordance with Hibbett’s bylaws.

If a quorum is not present or if there are not sufficient votes for the approval of the adoption of the Merger Agreement, Hibbett expects that the Special Meeting will be adjourned, in order to solicit additional proxies in accordance with the Merger Agreement. At any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

If the Special Meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the Special Meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or the Board fixes a new record date for the Special Meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original Special Meeting.

All votes will be tabulated by the inspector of elections appointed for the Special Meeting. The inspector of elections will separately tabulate affirmative and negative votes and abstentions.

The cost of this proxy solicitation will be borne by Hibbett. Our directors, officers and employees may solicit proxies by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of Hibbett Common Stock.

Hibbett has retained MacKenzie Partners as its proxy solicitor. MacKenzie Partners will solicit proxies by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with MacKenzie Partners, MacKenzie Partners will receive an estimated fee not to exceed $25,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services. In addition, MacKenzie Partners and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Assuming timely satisfaction of necessary closing conditions, including, among other things, the Hibbett Stockholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated in the second half of 2024.

Only stockholders of record or beneficial owners of Hibbett Common Stock as of the close of business on the Record Date or their duly appointed proxies are entitled to attend the Special Meeting. You can virtually attend, and vote in the Special Meeting by accessing a virtual live website using the Internet at www.virtualshareholdermeeting.com/HIBB2024. Please note that you will not be able to attend the Special Meeting in person. If you are a stockholder of record, instructions on how to attend and participate online are provided on the proxy card. If you are a beneficial owner and hold your shares of our common stock in “street name” through a bank, broker or other nominee, you will need to contact your broker, bank or other nominee that holds your shares of our common stock to obtain your control number in order to vote on the Special Meeting website. We expect check-in to be available starting around [  ] [a.m.] / [p.m.] Central Time, on the day of the Special Meeting, [  ], 2024, and you should allow ample time for online check-in proceedings. If you encounter any difficulties accessing the virtual live webcast during the check-in or meeting time, please call the support team pursuant to the instructions provided on the virtual meeting website.

Everyone who attends the Special Meeting must abide by the rules for the conduct of the Special Meeting. These rules will be printed on the Special Meeting agenda. Even if you plan to attend the Special Meeting, please submit your proxy and vote by telephone, Internet or mail so your vote will be counted if you later decide not to (or are otherwise unable to) attend the Special Meeting. No recordings of the Special Meeting will be permitted.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact MacKenzie Partners, our proxy solicitor, by calling +1 (800) 322-2885 (TOLL-FREE).

If the Merger is consummated, Hibbett stockholders who do not vote in favor of the adoption of the Merger Agreement, who continuously hold their shares of Hibbett Common Stock through the Effective Time of the Merger and who properly demand appraisal of their shares (and who do not withdraw or otherwise lose their appraisal rights), and who otherwise comply with the procedures of Section 262 will not be converted into the right to receive Transaction Consideration, but the holders of such Dissenting Shares will be entitled to receive such consideration as shall be determined pursuant to Section 262. This means that Hibbett stockholders will be entitled to have their shares of Hibbett Common Stock appraised by the Court of Chancery and to receive

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal in accordance with Section 262 to Hibbett before the vote is taken on the adoption of the Merger Agreement, you must not vote (in person or by proxy) in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of Hibbett Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights” beginning on page 15 of this Proxy Statement, and Section 262 regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement. If you hold your shares of Hibbett Common Stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about Hibbett may be found elsewhere in this Proxy Statement and in Hibbett’s other public filings. See the section entitled “Where You Can Find More Information” beginning on page 117 of this Proxy Statement.

Hibbett, headquartered in Birmingham, Alabama, is a leading athletic-inspired fashion retailer with 1,169 Hibbett, City Gear and Sports Additions specialty stores located in 36 states nationwide as of February 3, 2024. Hibbett has a rich history of convenient locations, personalized customer service and access to coveted footwear, apparel and equipment from top brands like Nike, Jordan, New Balance and Adidas. Consumers can browse styles, find new releases, shop looks and make purchases online or in their nearest store.

Hibbett’s principal executive offices are located at 2700 Milan Court, Birmingham, AL 35211, and its telephone number is +1 (205) 942-4292.

Parent is an Indiana corporation and a subsidiary of JD Sports. Parent serves as a holding company through which JD Sports owns certain of its businesses that conduct operations in the United States, including Finish Line, Shoe Palace and DTLR.

Parent’s principal executive offices are located at 3308 N. Mitthoeffer Road, Indianapolis, IN 46235, and its telephone number is +1 (317) 899-1022.

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent, formed on April 15, 2024 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Merger Sub will cease to exist.

Merger Sub’s principal executive offices are located at 3308 N. Mitthoeffer Road, Indianapolis, IN 46235, and its telephone number is +1 (317) 899-1022.

JD Sports is a company incorporated in England and Wales. It is a leading global omni-channel retailer of sports fashion brands. JD Sports provides customers with the latest exclusive products from its strategic partnerships with the most-loved premium brands–including Nike, Adidas and The North Face. The vision of JD Sports is to inspire the emerging generation of consumers through a connection to the universal culture of sport, music and fashion. JD Sports focuses on four strategic pillars: global expansion focused on the JD Sports brand first;

JD Sports’ principal executive offices are located at Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire, United Kingdom BL9 8RR, and its telephone number is +44 (0)161 767 1000.

If the Merger Agreement is adopted by Hibbett stockholders and certain other conditions to the consummation of the Merger are either satisfied or waived, Merger Sub will merge with and into Hibbett, with Hibbett surviving the Merger as the Surviving Corporation. As a result of the Merger, Hibbett, Inc. will become a wholly owned subsidiary of Parent, and Hibbett Common Stock will no longer be publicly traded. In addition, Hibbett Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and Hibbett will no longer file periodic reports with the SEC on account of Hibbett Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware, or on such later date and time as Hibbett and Parent may agree and specify in the certificate of merger.

If the Merger Agreement is not adopted by Hibbett stockholders or if the Merger is not consummated for any other reason, Hibbett stockholders will not receive any payment for their shares of Hibbett Common Stock. Instead, Hibbett will remain an independent public company, Hibbett Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and Hibbett will continue to file periodic reports with the SEC on account of Hibbett Common Stock. In addition, if the Merger is not consummated, Hibbett expects that Hibbett’s management will operate the business in a manner similar to that in which it is being operated today.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of Hibbett Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Hibbett Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Hibbett Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review Hibbett’s business operations, properties, capitalization and strategic alternatives to enhance stockholder value. If the Merger Agreement is not adopted by Hibbett’s stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Hibbett will be offered or that Hibbett’s business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, Hibbett may be required to pay Parent the Company Termination Fee, or may be entitled to receive the Parent Termination Fee from Parent, upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Termination Fees” beginning on page 103 of this Proxy Statement.

Upon the consummation of the Merger, each share of Hibbett Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) Cancelled Shares and (ii) Dissenting Shares) will be automatically converted into the right to receive Transaction Consideration.

As part of its ongoing oversight and evaluation of Hibbett’s business, the Board, together with Hibbett senior management, regularly reviews and assesses opportunities to increase stockholder value, including evaluating various strategic alternatives with the goal of maximizing stockholder value. As part of these ongoing evaluations, the Board and Hibbett senior management have, from time to time and with the assistance of Hibbett’s outside financial and legal advisors, considered various strategic alternatives, including the continued execution of Hibbett’s strategy as a standalone public company or possible strategic transactions, including acquisitions, dispositions, or the possible sale of Hibbett to, or combination of Hibbett with, an outside party.

As an active participant in the athletic apparel and footwear retail industry, JD Sports is well known to Hibbett, as are other industry participants. From time to time, at various industry and vendor-sponsored events and otherwise, members of Hibbett management have met with members of management of JD Sports and other industry participants. At various points, the Board, together with Hibbett’s management and outside advisors, have discussed the potential for strategic transactions with certain such parties. However, all of these discussions were general in nature and did not advance beyond preliminary and notional conversations.

On September 28, 2023, in its quarterly earnings call, Nike, Inc. (“Nike”), Hibbett’s largest merchandise vendor partner, noted Nike’s increased focus on engaging with fewer multi-brand retail partners but doing so in ways that would elevate consumers’ retail experiences and connect Nike’s digital membership with the retail partners’ own. As an example of this engagement, Nike cited Hibbett by name and noted that a connected partnership between Nike and Hibbett would be coming online in October 2023.

On September 29, 2023, Mike Longo, President and Chief Executive Officer of Hibbett, received an email from the chief executive officer (the “CEO of Company A”) of another athletic apparel and footwear retail company (“Company A”), congratulating Hibbett on the positive mention in Nike’s earnings call discussion and asking to set up a telephone conversation in the coming weeks to discuss business opportunities. No further details about Company A’s intentions were given at that time, but Mr. Longo and the CEO of Company A agreed on October 16, 2023 as a mutually convenient date for a discussion.

On October 9, 2023, Mr. Longo was in New York, New York for business travel and had an informal meeting with a senior executive of a merchandise vendor of Hibbett and Régis Schultz, Chief Executive Officer of JD Sports. At the meeting, the participants discussed trends in the retail industry, challenges of the current economic environment, and similar matters of general business interest. Following the meeting, Mr. Schultz asked Mr. Longo to continue the discussion privately, and the third participant in the meeting departed. Mr. Schultz then stated to Mr. Longo that JD Sports had a strong interest in exploring a potential strategic combination with Hibbett and proposed to enter into a confidentiality agreement as soon as practicable to facilitate further discussions, including a proposed in-person meeting between certain key members of both companies’ management teams in New York in early November 2023. No specific terms of a potential transaction were proposed or discussed at that time. Mr. Longo replied that he would confer with the Board and respond to the proposal in due course.

Later on October 9, 2023, Mr. Longo spoke with Anthony Crudele, the independent Chairman of the Board of Hibbett, and informed Mr. Crudele of the conversation with Mr. Schultz and the expression of interest from JD Sports. Mr. Crudele directed Mr. Longo to maintain the dialogue with JD Sports pending a full discussion among the Board at a meeting scheduled for later in October 2023, and to explore further the parameters of the in-person meeting proposed by Mr. Schultz. Mr. Crudele began informing the other Board members on an individual basis of the JD Sports interest promptly after the discussion with Mr. Longo.

Also on October 9, 2023, Mr. Longo contacted representatives of Solomon Partners Securities, LLC (“Solomon Partners”), Hibbett’s longtime financial advisor, to provide background with respect to JD Sports’ expression of interest and Mr. Longo’s upcoming conversation with the CEO of Company A, among other matters.

On October 16, 2023, Mr. Longo had a telephone call with the CEO of Company A, as previously scheduled. During the conversation, they discussed general business and industry issues. There was some discussion of possible strategic opportunities for Hibbett and Company A together in the future, including a possible combination transaction, but no specific proposals were made at that time. Following the conversation, Mr. Longo reported the call with Company A to Mr. Crudele, and, although no specific proposals were made by Company A, Mr. Crudele directed Mr. Longo to remain open to any further dialogue that may be initiated by Company A and report back if any occurred.

Also on October 17, 2023, a senior executive of another athletic apparel and footwear retail industry participant (“Company B”) contacted a representative of Solomon Partners and noted that Company B was aware of rumors that Hibbett may be interested in exploring a sale transaction, and, if so, Company B would like to participate in any sale process. The representative of Company B did not make a further specific proposal at that time, but the Solomon Partners representative committed to convey Company B’s interest to the Board and to respond in due course. The Solomon Partners representative reported the contact to Messrs. Crudele and Longo later that day.

On October 18, 2023, Mr. Longo and the CEO of Company A had a follow-up discussion by telephone. The CEO of Company A stated that Company A was interested in exploring a potential acquisition of Hibbett by Company A and desired to enter into a confidentiality agreement as soon as practicable to facilitate further discussions, including an in-person meeting among the management teams and financial advisors of both companies at a date to be determined in early November 2023. No specific transaction terms were proposed. The CEO of Company A also identified Company A’s financial advisor in strategic transactions of this type (“Financial Advisor A”). Mr. Longo responded that he would convey Company A’s interest to the Board and respond in due course. After the call, Mr. Longo contacted Mr. Crudele to recount the further conversation, and Mr. Crudele again directed Mr. Longo to maintain the dialogue with Company A and noted that he would inform the other Board members of this conversation, which he subsequently did.

Also on October 18, 2023, Mr. Longo sent a text message to Mr. Schultz asking for a follow-up call to their discussion on October 9, 2023 to explore further the parameters of the proposed in-person meeting sought by JD Sports. Mr. Schultz responded in agreement via text message on October 19, 2023.

On October 19, 2023, the senior executive of Company B had a call with representatives of Solomon Partners and again noted that Company B would be disappointed not to participate in any transaction discussions involving Hibbett. The Solomon Partners representatives again committed to relay this interest to the Board and did so to Messrs. Crudele and Longo later that day.

On October 20, 2023, Messrs. Longo and Schultz had a call to further discuss JD Sports’ interest in a transaction, and Mr. Schultz reiterated that JD Sports was highly interested in pursuing an acquisition of Hibbett. Mr. Schultz proposed that a limited group of senior management of JD Sports and its subsidiaries meet with Mr. Longo and Jared Briskin, Hibbett’s Executive Vice President, Merchandising, during early November 2023 in either New York or Indianapolis, Indiana, where the headquarters of JD Sports’ Finish Line business is located. Mr. Longo stated that he would relay these details to the Board and recounted them to Mr. Crudele in a discussion later that same day.

On October 23, 2023, Hibbett issued a press release announcing the launch of the Hibbett Rewards X Nike Membership program, which directly links the customer loyalty programs of Hibbett and Nike and provides exclusive shopping experiences, personalized content and early access to the latest product launches to members.

Also on October 23, 2023, Solomon Partners provided the Board with certain information regarding Solomon Partners’ material investment banking relationships during the prior two-year period with Hibbett, JD Sports, Company A, Company B and a fourth athletic apparel and footwear retail company (“Company C”), which Solomon Partners had identified as a potentially interested party and which did subsequently contact Hibbett on October 26, 2023 about its interest in a potential transaction.

On October 25, 2023, the Board held a meeting via videoconference with Mr. Briskin and David Benck, Hibbett’s Senior Vice President and General Counsel, and representatives of Solomon Partners and Hibbett’s outside counsel, Bass, Berry & Sims PLC (“Bass Berry”), participating, to review the expressions of interest in an acquisition of Hibbett by JD Sports, Company A, and Company B. At the meeting, Mr. Longo and the Solomon Partners representatives recounted details of their various conversations with the representatives of the interested parties. The Solomon Partners representatives also reviewed the macroeconomic and industry environment and challenges, peer companies’ growth trends and publicly disclosed projections, and the strategic rationales and likely motivation levels of the interested parties as well as any other potentially interested parties, noting the unlikelihood of competitive interest levels among private equity sponsors given the general decline in such sponsors’ acquisition activity in the retail industry in recent years combined with the limited number of such sponsors with the resources to acquire Hibbett, as well as the impact of higher interest rates on sponsors’ ability

Later on October 25, 2023, the CEO of Company A emailed Mr. Longo to request a follow-up call. On October 26, 2023, Mr. Longo and the CEO of Company A had a telephone call to discuss further the subject matter to be covered at an in-person meeting agreed to be held on November 9, 2023. Mr. Longo and the CEO of Company A further discussed general business matters and Hibbett’s capabilities and leadership team. Mr. Longo also asked for the contact information of Financial Advisor A, which the CEO of Company A provided later that same day.

On October 26, 2023, the chief executive officer (the “CEO of Company C”) of Company C contacted Mr. Longo via text message and asked for a call. Mr. Longo spoke with the CEO of Company C by telephone later that day, and the CEO of Company C stated that Company C had strong interest in exploring a potential acquisition of Hibbett, and that Company C desired to enter into a confidentiality agreement to facilitate discussions of such matters and to set up an in-person meeting between senior management of Hibbett and Company C at a date to be determined. No specific transaction terms were proposed. Mr. Longo noted that he would confer with the Board and respond in due course. Promptly after the conclusion of the call, Mr. Longo had a call with Mr. Crudele and recounted the discussion with the CEO of Company C. Mr. Crudele directed Mr. Longo to maintain the dialogue with Company C and noted that he planned to convene a meeting of the Strategic Review Committee in the coming days to receive an update on communications with the interested parties.

On October 26, 2023, at the direction of the Board, representatives of Solomon Partners contacted representatives of Company B and notified them of the opportunity—subject to execution of a suitable confidentiality agreement—to review limited business information and participate in in-person meetings with senior management of Hibbett in New York on November 9 or 10, 2023.

On October 27, 2023, at the direction of the Board, representatives of Solomon Partners had a telephone call with representatives of Financial Advisor A to discuss the opportunity for a transaction between Hibbett and Company A, the subject matter to be covered in the November meeting and other process considerations.

On October 27, 2023, at the direction of the Board, representatives of Solomon Partners had a telephone call with representatives of Company C to discuss the opportunity for a transaction between Hibbett and Company C. That same day, the CEO of Company C contacted Mr. Longo via text message to reiterate Company C’s interest in an in-person meeting with senior management of Hibbett in New York on November 9 or 10, 2023.

On October 30, 2023, the Strategic Review Committee held a meeting via videoconference, with Messrs. Longo and Benck and representatives of Bass Berry participating, to receive an update and discuss potential terms of the engagement of Solomon Partners to serve as the Company’s financial advisor in connection with the evaluation of the interested parties’ expressions of interest in an acquisition of Hibbett and any other strategic alternatives the Board might consider. Messrs. Longo and Crudele provided the other Strategic Review Committee members with an update on communications with the interested parties subsequent to the Board meeting on October 25, 2023, and Mr. Longo reviewed business information to be provided and subject matter areas to be covered in the in-person meetings on November 9 and 10, 2023. Mr. Crudele disclosed that his son was currently an employee of Solomon Partners (though walled off from Solomon Partners’ deal team on the matter), which employment he had held for less than two years, and, as a result, Mr. Crudele recused himself from consideration of Solomon Partners’ engagement, and Mr. Crudele and Mr. Longo, in view of management’s preexisting working relationship with Solomon Partners of more than 10 years, departed the meeting. Mr. Benck and the Bass Berry representatives reviewed with the remaining Strategic Review Committee members the disclosures made by Solomon Partners of relationships with the interested parties. Following discussion, the Strategic Review Committee members present (those other than Mr. Crudele) approved the engagement of Solomon Partners, subject to finalizing the engagement letter. The Strategic Review Committee selected Solomon Partners as its financial advisor because Solomon Partners is a recognized financial advisory firm that has substantial experience in transactions similar to the Merger and has extensive familiarity both with Hibbett and its business and with the athletic apparel and footwear industry more broadly. On October 31, 2023, Ms. Flur, as the delegate of the Strategic Review Committee pursuant to its approval at the October 30, 2023 meeting, approved and executed a final form of engagement letter with Solomon Partners that was consistent with the Strategic Review Committee’s direction.

On October 30, 2023, representatives of Company B contacted representatives of Solomon Partners and confirmed Company’s B’s desire to review additional business information and participate in an in-person meeting in New York on November 9, 2023 and asked Solomon Partners to convey a confidentiality agreement for review when available.

On October 30, 2023, representatives of Company C contacted representatives of Solomon Partners to ask certain questions about trends in Hibbett’s business and discuss the upcoming meeting.

On October 30, 2023, Mr. Benck and Bass Berry provided a draft confidentiality agreement, which included customary “standstill” provisions, to Solomon Partners, which distributed it to each of Company A, Company B, Company C and JD Sports that same day. At the direction of the Board, Solomon Partners confirmed the availability of each of the interested parties and definitively set in-person meetings with Messrs. Longo and Briskin from Hibbett, representatives of Solomon Partners and representatives of the interested parties (and, if applicable, their respective financial advisors) to be held at Solomon Partners’ offices in New York on November 9, 2023, in the case of each of Company A and Company B, and on November 10, 2023, in the case of each of Company C and JD Sports.

On November 1, 2023, Baird conveyed to Solomon Partners a revised draft of the confidentiality agreement between Hibbett and JD Sports. Over the following days, JD Sports, its outside counsel, Freshfields Bruckhaus Deringer LLP (“Freshfields”), Bass Berry and Mr. Benck negotiated the terms of the confidentiality agreement, which was executed by JD Sports and Hibbett on November 5, 2023 and included customary standstill provisions. The confidentiality agreement also included a “don’t ask, don’t waive” provision prohibiting JD Sports from requesting that Hibbett release it from its standstill restrictions.

On November 1, 2023, Company A provided to Solomon Partners a revised draft of the confidentiality agreement. Over the following days, Company A, its outside counsel, Bass Berry, and Mr. Benck negotiated the terms of the confidentiality agreement between Company A and Hibbett, which was executed on November 7, 2023 and included customary standstill provisions. The confidentiality agreement also included a “don’t ask, don’t waive” provision prohibiting Company A from requesting that Hibbett release it from its standstill restrictions.

On November 2, 2023, Company B provided a revised draft of the confidentiality agreement, and Hibbett and Company B executed the agreement later that day. The confidentiality agreement included customary standstill provisions as well as a “don’t ask, don’t waive” provision prohibiting Company B from requesting that Hibbett release it from its standstill restrictions.

On November 2, 2023, Company C provided a revised draft of the confidentiality agreement to Solomon Partners. Over the following days, Company C, its outside counsel, Bass Berry and Mr. Benck negotiated the terms of the confidentiality agreement between Company C and Hibbett, which was executed on November 8, 2023 and included customary standstill provisions. The confidentiality agreement also included a “don’t ask, don’t waive” provision prohibiting Company C from requesting that Hibbett release it from its standstill restrictions.

Although each of the interested parties’ confidentiality agreements contain standstill provisions customary for a public company sale process, all four allow the interested party to make acquisition proposals to the Board privately at any time, and all four also contain “fallaway” provisions that allow acquisition proposals to be made publicly by the interested party following the entry by Hibbett into a definitive agreement to sell the Company, including the Merger Agreement. As such, none of Company A, Company B or Company C is prohibited by any such standstill provisions from making an acquisition proposal.

On November 9, 2023, at Solomon Partners’ offices in New York, Messrs. Longo and Briskin, together with representatives of Solomon Partners, met with representatives of Company A and Financial Advisor A and, separately, with representatives of Company B. On November 10, 2023, again at Solomon Partners’ offices in New York, Messrs. Longo and Briskin, together with representatives of Solomon Partners, met with representatives of Company C and Company C’s financial advisor and, separately, with representatives of JD Sports and Baird. In each of these meetings, the Hibbett and Solomon Partners attendees discussed and responded to questions about Hibbett’s business, organization, strategy, technology and logistical capabilities and projected performance for the remainder of Hibbett’s 2024 fiscal year.

On November 14, 2023, Company C provided follow-up questions from the meeting to Solomon Partners, which Solomon Partners answered the next day.

On November 14, 2023, the Strategic Review Committee held a meeting via videoconference with Messrs. Longo, Briskin and Benck and representatives of Solomon Partners and Bass Berry present. Messrs. Longo and Briskin and the Solomon Partners representatives provided a detailed report on each of the four meetings with the interested parties. The Solomon Partners representatives then reviewed proposed future steps in the process, including requesting indications of interest from the interested parties in early to mid-December. Following discussion, the Strategic Review Committee directed Hibbett management to continue work on Hibbett’s long-range forecast, to be provided to the Board for review and, if deemed appropriate by the Board, considered for approval at the upcoming regular Board meeting later in November 2023, ahead of seeking any indications of interest from the interested parties, which the Strategic Review Committee directed take place by such date in December as Solomon Partners and Hibbett management deemed reasonable.

On November 19, 2023, Financial Advisor A contacted Solomon Partners to seek an update on the timing of Hibbett’s long-range forecast, request targeted due diligence calls with Hibbett management to discuss information technology and financial diligence and outline other likely areas of due diligence on Hibbett’s financial performance, capital expenditures and unit profitability.

On November 20, 2023, in an executive session conducted via videoconference as part of Hibbett’s regularly scheduled quarterly Board meeting, the Board was joined by Messrs. Briskin and Benck and Bob Volke, the Company’s Senior Vice President and Chief Financial Officer, as well as representatives of Solomon Partners and Bass Berry. In the executive session, the Solomon Partners representatives provided an update on discussions with each of the interested parties since the last meeting of the full Board on October 25, 2023, including in particular the in-person meetings held in New York on November 9 and 10, 2023. Following discussion of these matters, Hibbett’s senior management reviewed a draft of management’s current long-range forecast, which included forecasted financial information for Hibbett’s business through the end of fiscal 2029, and the underlying assumptions, including in particular with respect to store unit growth and certain expenses and other line items included in the forecast. Mr. Volke reviewed areas in which work to further refine the long-range forecast was ongoing. The representatives of Solomon Partners then provided Solomon Partners’ perspective on how strategic bidders like the interested parties typically evaluate such forecasts, and the Bass Berry representatives discussed with the Board their fiduciary duties in connection with the evaluation of the expressions of interest in an acquisition of Hibbett by the interested parties and potential disclosure obligations in the event of a transaction. The Solomon Partners representatives discussed potential next steps for delivery of the long-range forecast, if approved by the Board, to the interested parties as well as the solicitation of indications of interest from the interested parties, including such parties’ respective views on valuation, remaining due diligence needs and timing, with submissions to be requested by mid-December. Following discussion, the Board directed management to continue to prepare the long-range forecast and present an updated version for review and, if deemed appropriate by the Board, approval at a future meeting. The Board directed Solomon Partners to convey to the interested parties the expectation that responsive feedback on the topics discussed by Solomon Partners would be expected by mid-December.

On November 20 and 21, 2023, at the direction of the Board, Solomon Partners separately contacted each of the interested parties and reported the expectation that Hibbett’s long-range forecast would become available after the Thanksgiving holiday and that Hibbett would seek responsive feedback from the interested parties on their interest in a potential transaction with the Company, including on valuation, by mid-December.

On November 21, 2023, Hibbett released its third quarter fiscal 2024 earnings and conducted its quarterly earnings call. Hibbett reported positive results for the quarter and updated its guidance for the remainder of fiscal 2024, increasing its full-year fiscal 2024 diluted earnings per share guidance based on an expectation of EBIT margin improvements and lower interest and tax expense for the remainder of the year. The market responded favorably to the announcement, and Hibbett’s shares traded up approximately 10%, closing at a price of $58.85 per share on such date.

On November 25, 2023, Financial Advisor A contacted Solomon Partners to request targeted due diligence calls with Hibbett management to discuss information technology and financial diligence.

On November 27, 2023, the Board held a meeting via videoconference, with Messrs. Briskin, Volke and Benck, Chris Flynn, Hibbett’s Vice President, Finance, and representatives of Solomon Partners and Bass Berry present. Mr. Volke reviewed the Initial Hibbett Projections (as defined below) and the underlying assumptions, noting in detail changes made from the long-range forecast presented at the Board’s November 20, 2023 meeting, including in particular with respect to increased store growth relative to Hibbett’s historical store growth model, capital expenditures and increases in store-level wages. The Solomon Partners representatives and management also reviewed certain contextual information that was proposed to be delivered to the interested parties along with the Initial Hibbett Projections. Following discussion, the Board adopted the Initial Hibbett Projections, which are discussed in the section entitled “Proposal 1: Adoption of the Merger Agreement—Projections Prepared by Hibbett’s Management” beginning on page 67 of this Proxy Statement, and directed Solomon

Later on November 27, 2023, at the direction of the Board, Solomon Partners separately conveyed the Initial Hibbett Projections and contextual information to each of Company A, Company B, Company C and JD Sports and requested their availability for a meeting with Hibbett senior management to review the information. (As further described below, each of Company A, Company C and JD Sports eventually participated in a further management meeting to review the Initial Hibbett Projections and contextual information with Hibbett management; Company B ultimately declined to do so.)

On November 29, 2023, at the direction of the Board, Solomon Partners conveyed to each of the interested parties (or, if applicable, their respective financial advisors) instructions for submitting a proposal with respect to a transaction, if interested, which proposals should include, among other things, feedback on valuation, remaining due diligence needs, plans to finance the transaction, and overall timing, by December 15, 2023.

Also on November 29, 2023, Mr. Longo received a message from the CEO of Company C congratulating Hibbett on its third quarter earnings results and reiterating Company C’s interest in a transaction.

On November 30, 2023, representatives of Hibbett management, Solomon Partners, Company A and Financial Advisor A held a videoconference to review the Initial Hibbett Projections and related contextual information.

On December 1, 2023, representatives of Company B contacted Solomon Partners to note that they planned to have a further discussion with Company B’s board of directors in the coming week and would be in touch about next steps.

On December 1, 2023, representatives of Baird contacted representatives of Solomon Partners to request a meeting with Hibbett management, JD Sports and both sides’ respective financial advisors to review the Initial Hibbett Projections and related contextual information, which meeting was subsequently scheduled for December 8, 2023.

On December 3, 2023, representatives of Financial Advisor A contacted representatives of Solomon Partners to request that Hibbett grant a waiver under the confidentiality agreement with Company A to allow Company A to contact financial sponsors that might provide equity financing for an acquisition of Hibbett as co-investors with Company A. The representatives of Financial Advisor A noted to the representatives of Solomon Partners that allowing Company A this permission was likely, in their view, to increase the possibility that Company A would submit a value-maximizing proposal. The Solomon Partners representatives replied that the request would be relayed to the Board, and Solomon Partners would reply in due course. After the call, Solomon Partners reported the request to Mr. Crudele, Mr. Longo and Bass Berry, and, after discussion, Mr. Crudele determined to convene the Strategic Review Committee to consider the request.

On December 4, 2023, the Strategic Review Committee met via videoconference, with Messrs. Longo, Benck, Volke and Flynn and representatives of Bass Berry present. Mr. Longo reported the request from Financial Advisor A to permit Company A to approach financial sponsors to provide equity financing as co-investors to increase the possibility that Company A would submit a value-maximizing proposal and reviewed with the Strategic Review Committee certain considerations with respect to the request that had previously been discussed with Solomon Partners and Bass Berry—namely, the likelihood that granting such permission would enable Company A to make a proposal (whether an all-cash proposal or a proposal reflecting consideration comprised of a mix of cash together with Company A stock) reflecting higher value and the related possibility that Company A might not proceed with delivering a proposal at all if permission was denied, as well as, on the other hand, the increased risk of a public leak that could ensue from allowing unlimited contacts to potential financing sources. Mr. Longo relayed a potential counterproposal that had previously been discussed with Solomon Partners and Bass Berry under which permission might be granted under strict limitations as to the number and type of potential financing sources that could be contacted by Company A. The Strategic Review Committee members engaged in a discussion of these considerations with the members of management and the Bass Berry representatives, and, after discussion, the Strategic Review Committee directed management to relay to Solomon Partners the Strategic Review Committee’s instruction to convey the Board’s openness to considering any bona fide offer that would maximize value to Hibbett stockholders, regardless of the form of consideration, and, to facilitate such an offer from Company A, and the permission for Company A to conduct limited contacts with no

On December 6, 2023, at the direction of the Board, representatives of Hibbett management, Solomon Partners and Company C held a videoconference to review the Initial Hibbett Projections and related contextual information.

On December 7, 2023, at the direction of the Board, Solomon Partners conveyed certain additional historical income statement information, as previously disclosed in Hibbett’s publicly filed documents, to each of the interested parties.

On December 7, 2023, representatives of Solomon Partners and representatives of Financial Advisor A had a call to discuss the potential equity co-investment request and the three potential equity financing sources Company A proposed to contact. Following this discussion, at the direction of the Board, Solomon Partners conveyed to Financial Advisor A a form of joinder to the confidentiality agreement between Hibbett and Company A to allow such potential equity financing sources to be contacted.

On December 7, 2023, representatives of Hibbett management, Solomon Partners and JD Sports management conducted a due diligence call with respect to Hibbett’s information technology.

On December 8, 2023, representatives of Hibbett management, Solomon Partners, JD Sports and Baird held a videoconference to review the Initial Hibbett Projections and related contextual information.

On December 11, 2023, at the direction of the Board, Solomon Partners contacted Financial Advisor A to request an update on discussions with any of the three potential equity financing sources previously discussed. Financial Advisor A noted that no such approaches had yet been made, as Company A had decided to defer those contacts until after a meeting of Company A’s board of directors scheduled for December 12, 2023.

On December 11, 2023, at the direction of the Board, Solomon Partners conveyed a breakdown of logistics, store occupancy and SG&A expenses to each of the interested parties.

On December 12, 2023, the CEO of Company A called Mr. Longo to report that Company A’s board of directors had met that day and Company A would not be moving forward at that time, citing strong concerns of Company A’s board of directors about the leverage profile of the combined company following an all-cash acquisition at a premium to current share price levels following continued appreciation in the trading price of Hibbett Common Stock (which had closed at $65.44 on December 11, 2023, an increase of approximately 38% over the closing price on October 13, 2023, the last trading day before the initial conversation between the CEO of Company A and Mr. Longo) and a desire to focus on execution against Company A’s own strategic plan.

On December 13, 2023, at the direction of the Board, Solomon Partners conveyed the latest projected balance sheet of Hibbett as of the end of fiscal 2024 to Baird, Company B and Company C.

On December 13, 2023, representatives of Company B contacted Solomon Partners and reported that, after consideration, Company B’s board of directors did not believe that Company B was the best acquirer for Hibbett at present. The Company B representatives indicated that although they had tried to model the transaction in a number of ways, they could not find a solution that resonated with Company B’s board of directors in light of the expected cost of the transaction, and they did not see a way for Company B to add sufficient operational or strategic value to justify the transaction under those circumstances.

On December 14, 2023, representatives of Hibbett management, Solomon Partners and Company C conducted a due diligence call with respect to Hibbett’s information technology.

On December 14, 2023, notwithstanding the earlier statement of withdrawal from the CEO of Company A, representatives of Financial Advisor A and Solomon Partners had a telephone call in which Financial Advisor A conveyed that Company A would remain supportive of a transaction involving a mix of cash and Company A stock if Hibbett’s Board were open to such a structure. Financial Advisor A noted the strategic logic of the potential combination but stated that the debt levels required to complete an all-cash transaction would not be sustainable. Financial Advisor A confirmed that no outreach had been made to potential equity financing sources. The Solomon Partners representatives reiterated the Board’s openness to considering any bona fide offer that would maximize value to Hibbett stockholders, regardless of the form of consideration.

On December 15, 2023, Baird conveyed to Solomon Partners a letter containing JD Sports’ non-binding proposal (the “December 15 Proposal”) to acquire all of the outstanding shares of Hibbett Common Stock for an indicative price range of $85.00-90.00 in cash per share, subject to completion of JD Sports’ due diligence review. The proposed transaction would not require external financing and would not be subject to a financing condition. The December 15 Proposal also noted JD Sports’ view that regulatory obstacles to closing for antitrust reasons were not expected, the proposed transaction had the full support of JD Sports’ board of directors and majority shareholder, the Pentland Group, from which JD Sports intended to obtain an irrevocable undertaking at execution of a definitive merger agreement to vote all of its shares in JD Sports in favor of the transaction if a vote of JD Sports shareholders were required under applicable law and the rules of the Financial Conduct Authority, the primary governmental securities regulator in the United Kingdom (“FCA”).

On December 18, 2023, the Board held a meeting (the “December 18 Board Meeting”) via videoconference, with Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry present, to review the December 15 Proposal and determine responsive steps. The Solomon Partners representatives reviewed the industry and market environment, and recent trading performance of Hibbett Common Stock, noting that even after the favorable market reception of Hibbett’s third quarter earnings release on November 21, 2023 that had resulted in an approximate 10% increase on the day of the announcement, Hibbett Common Stock had continued to trade upward a further 18% since that date, resulting in a total increase in the prevailing trading price of Hibbett Common Stock of approximately 45% since October 25, 2023, the date of the first Board meeting to consider the inbound expressions of interest from the interested parties. In view of the nearly contemporaneous unsolicited approaches from four strategic potential acquirers (which the Board believed was not coincidental, as the senior executive of Company B that initially contacted Solomon Partners had expressly acknowledged that Company B’s initial approach was prompted by rumors that Hibbett may be considering a sale transaction) and the continued appreciation in the trading price of Hibbett Common Stock, the Solomon Partners representatives noted that Solomon Partners and Hibbett management had continued to monitor closely the possibility that discussions with the interested parties had leaked to the marketplace, but that neither Solomon Partners nor management was aware of any explicit leaks. The Solomon Partners representatives then updated the Board on the status of discussions with each of the interested parties leading up to the December 15 bid deadline date and noted that the three interested parties other than JD Sports had all withdrawn from the process in the days prior to the bid deadline, though there continued to be ongoing discussions with Financial Advisor A with regard to a potential proposal from Company A based on consideration consisting of a mix of cash and Company A stock. The Solomon Partners representatives noted that, in withdrawing from the process, one of Company C’s advisors had cited an inability to arrive at a valuation for Hibbett that it believed would be suitable given Hibbett’s recently materially increased trading prices, and that Company A’s shift in focus to a transaction that would depend on Company A stock for a material proportion of the consideration under such a proposal implied that generating an all-cash bid that would deliver suitable value and be competitive with any others’ interest may have been beyond Company A’s reach, given Company A’s then-current capital structure and in light of comments made by the CEO of Company A and Financial Advisor A.

At the December 18 Board Meeting, the Solomon Partners and Bass Berry representatives next discussed with the Board whether Solomon Partners should conduct active outreach to other potentially interested parties to gauge their interest in a possible acquisition of Hibbett. The representatives of Solomon Partners and Bass Berry discussed with the Board the risks and benefits of various market check strategies, from a full public auction-style solicitation of interest, to a targeted outreach to a list of selected potential buyers likely to have both potential interest and the ability to complete a transaction, to a strategy of continuing discussions with JD Sports and Company A and no additional outreach to other parties. The Solomon Partners representatives provided their view, based on the market factors that Solomon Partners had previously discussed with the Board (including Solomon Partners’ discussion of the unlikelihood of competitive interest levels among private equity

At the December 18 Meeting, the Solomon Partners representatives next reviewed the terms of the December 15 Proposal in detail, noting that the valuation range in the December 15 Proposal implied a valuation multiple of 5.7x-6.0x Hibbett last 12 months EBITDA and a multiple of 5.9x-6.2x projected EBITDA for fiscal 2024 as set forth in the Initial Hibbett Projections. The Solomon Partners representatives also noted that the all-cash proposal would not require external financing and that JD Sports had, in Solomon Partners’ view, ample resources to complete such a transaction. The Solomon Partners representatives and Bass Berry representatives then responded to questions from the Board about the proposed terms of the December 15 Proposal. Following this discussion, the Solomon Partners representatives reviewed certain potential responses to the December 15 Proposal with the Board. The Solomon Partners representatives outlined process considerations in the event the Board determined to continue discussions with JD Sports. The Bass Berry representatives reviewed with the Board the directors’ fiduciary duties under applicable law in connection with the consideration of the December 15 Proposal and the various potential responses outlined by Solomon Partners. Mr. Longo provided management’s view of the contacts with JD Sports since their initial approach in October, and the consistent expressions of strong strategic fit by JD Sports and JD Sports’ considerable enthusiasm for and confidence in a transaction. Following a discussion of these matters, the Board directed Solomon Partners to convey to JD Sports that the Board had strong support for the management team and Hibbett’s current strategy and believed that JD Sports should increase its indicative price range to reflect a higher valuation. Solomon Partners was further directed to request a response from JD Sports by December 22, 2023.

On December 19, 2023, representatives of Solomon Partners and Baird had a call to discuss the Board’s feedback on the December 15 Proposal. As directed by the Board, the Solomon Partners representatives conveyed the Board’s request for a higher valuation range implied by the December 15 Proposal. The Solomon Partners representatives asked for a response to the Board’s position by December 22, 2023. The Baird representatives committed to refer the Board’s feedback to JD Sports.

On December 20, 2023, representatives of Solomon Partners and Financial Advisor A had a call to discuss Company A’s continued evaluation of a possible acquisition proposal having a consideration mix of cash and Company A stock. As done previously, the Solomon Partners representatives reiterated that the Board would be willing to consider any bona fide proposal regardless of the nature of the consideration. The representatives of Financial Advisor A replied that they would confer with Company A and provide feedback to Solomon Partners in the coming days.

On December 21, 2023, Financial Advisor A contacted Solomon Partners to confirm Company A’s intention to work on potential deal structures involving Company A stock as some or all of the consideration to acquire Hibbett. Financial Advisor A indicated they expected that any such proposal from Company A would likely be provided after the holiday season, in January 2024.

On December 22, 2023, representatives of Solomon Partners and Baird had a call to discuss JD Sports’ response to the Board’s feedback on the December 15 Proposal. The Baird representatives conveyed that JD Sports was not inclined to modify its proposal to raise the valuation range beyond what was set forth in the December 15 Proposal, but noted that JD Sports remained confident that it could support a deal valuation at the upper end of the range in the December 15 Proposal if Hibbett met the projections for the remainder of fiscal 2024 that had previously been provided to JD Sports. The Solomon Partners representatives responded that they would report this response to the Board. Following the call, Solomon Partners relayed this response to Mr. Crudele and to Mr. Longo, and Mr. Crudele determined to call a further meeting of the Board to consider the response and next steps.

On December 23, 2023, Solomon Partners conveyed to Financial Advisor A the updated projected balance sheet of Hibbett as of the end of fiscal 2024, which had previously been shared with representatives of JD Sports after Company A’s initial withdrawal from the process.

Later on December 27, 2023, at the direction of the Board, a representative of Solomon Partners had a call with a representative of Baird to relay the Board’s position and again request an updated proposal from JD Sports. In response, the representative of Baird requested an update on Hibbett’s fiscal 2024 fourth quarter performance. The representative of Solomon Partners indicated that an update on fiscal 2024 fourth quarter performance to-date and an updated projection on performance through the end of fiscal 2024 were in the process of being prepared by Hibbett management and would be shared when available.

On January 4, 2024, at the direction of the Board, Solomon Partners had a call with Financial Advisor A to check on the status of Company A’s deliberations. Financial Advisor A reported that Company A was continuing to consider different deal structures and asked for an update on fiscal 2024 fourth quarter performance to-date and an updated projection on performance through the end of fiscal 2024. Solomon Partners noted those updates were in the process of being prepared by Hibbett management and would be shared when available. Later on January 4, 2024, Hibbett management completed the update on fiscal 2024 fourth quarter performance to-date and an updated projection on performance through the end of fiscal 2024, and, at the direction of the Board, Solomon Partners conveyed the same to Baird.

On January 8, 2024, a representative of an outside advisor to Company C contacted Solomon Partners via telephone and relayed that the advisor had been assisting Company C in analyzing an acquisition of Hibbett, and that a proposal might still be possible. The Company C advisor noted the matter was still under consideration by Company C and the advisor would keep Solomon Partners informed of developments if it seemed like a deal between Company C and Hibbett might still be possible.

On January 9, 2024, at the direction of the Board, Solomon Partners delivered the update on fiscal 2024 fourth quarter performance to-date and an updated projection on performance through the end of fiscal 2024 to Company A. In view of Company C’s previous withdrawal from the process and the speculative nature of the contacts from Company C’s outside advisor, these updates were not conveyed to Company C.

Also on January 9, 2024, representatives of Baird and Solomon Partners had a call in which Baird conveyed JD Sports’ response to the Board’s request for an updated proposal, noting that JD Sports continued to be unwilling to increase its price range at this time, but that JD Sports remained highly enthusiastic about a transaction and eager to conduct further due diligence to validate its proposal. To that end, Baird conveyed to Solomon Partners a comprehensive due diligence request outlining the information JD Sports desired to review. Solomon Partners conveyed this response to Messrs. Crudele and Longo, and Mr. Crudele determined to call a meeting of the Strategic Review Committee to consider next steps.

On January 10, 2024, the Strategic Review Committee held a meeting via videoconference, with Messrs. Longo, Briskin, Volke and Benck and representatives of Solomon Partners and Bass Berry in attendance. At the meeting,

Between January 10 and January 22, 2024, Hibbett management, Solomon Partners and Bass Berry worked to populate a virtual data room with information responsive to JD Sports’ due diligence request. On January 22, 2024, access to the virtual data room was granted to JD Sports and its advisors, with certain competitively sensitive information being restricted to customary “clean room” handling procedures that would prevent general dissemination of such information within JD Sports.

On January 11, 2024, Solomon Partners had a call with Baird to relay the Strategic Review Committee’s determination to proceed with responses to JD Sports’ due diligence request. Also on that date, Mr. Schultz sent a text message to Mr. Longo informing Mr. Longo that he would be making a trip to the United States later that month and inquiring about the possibility of conducting Hibbett store visits during that trip. Mr. Schultz and Mr. Longo continued to exchange text messages between January 11, 2024 and the date of the store visits on January 26, 2024 to coordinate logistics with respect to the visits.

On or about January 18, 2024, Baird relayed to Solomon Partners a request from JD Sports for Messrs. Longo and Briskin to host in-person store visits at certain of Hibbett’s Atlanta, Georgia locations. The visits were subsequently held on January 26, 2024 and were attended by (i) representatives of JD Sports, including Mr. Schultz, (ii) a representative of the Pentland Group, JD Sports’ majority shareholder and (iii) George Mersho, a minority shareholder in a JD Sports subsidiary. The attendees toured several Hibbett and City Gear store locations in the Atlanta area and discussed Hibbett’s business model, logistical and inventory systems, and customer base, among other similar issues. Terms of a potential transaction were not discussed at this meeting.

From the opening of the virtual data room on January 22, 2024 until the execution of the Merger Agreement on April 23, 2024, representatives of Hibbett, Solomon Partners, Bass Berry and Ernst & Young LLP (“Ernst & Young”), Hibbett’s independent auditor, conducted a number of virtual due diligence meetings with representatives of JD Sports, Baird, Freshfields, and JD Sports’ other consultants and advisors. These due diligence sessions covered a variety of matters, including quality of earnings, financial and store performance, human resources, information technology, legal and regulatory, and tax matters. In addition, Hibbett, Solomon Partners and Bass Berry worked to fill documentary due diligence requests submitted by JD Sports and its advisors throughout this due diligence period on a similarly broad array of topics.

On February 7, 2024, the Strategic Review Committee held a virtual meeting, in which Messrs. Longo, Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated. The representatives of Solomon Partners and Hibbett senior management provided an update on the due diligence activities of JD Sports and its advisors and responded to questions from the Strategic Review Committee. Mr. Longo reported on requests from JD Sports to conduct in-person meetings later in February to tour a few select Hibbett and City Gear store locations as well as Hibbett’s distribution center in Alabaster, Alabama and to gather the senior management teams of both Hibbett and JD Sports for a “top-to-top” meeting and review of all major business functional areas, to be held in Birmingham, Alabama. The Solomon Partners representatives also reported that there had been no active engagement from Company A or its financial advisor for several weeks and Company B and Company C had both definitively withdrawn from the process and confirmed their compliance with requests to destroy confidential information in their possession. Following this update, Mr. Benck and the Bass Berry representatives presented the key terms and conditions of a proposed bid draft Merger Agreement for the Strategic Review Committee’s consideration and, if approved, delivery to JD Sports and its advisors. The Bass Berry representatives also responded to questions from the Strategic Review Committee with respect to the directors’ fiduciary duties in connection with a review of the draft Merger Agreement and consideration of its terms. The Strategic Review Committee provided direction on certain key terms of the draft Merger Agreement and directed Mr. Benck and Bass Berry to finalize the draft Merger Agreement consistent with the Strategic Review Committee’s direction and directed Solomon Partners to make such finalized draft Merger Agreement available to JD Sports and its advisors through the virtual data room.

On February 15, 2024, representatives of Hibbett, JD Sports and their respective financial advisors and logistics consultants engaged in a facility tour and conducted a due diligence meeting focused on Hibbett’s supply chain operations at Hibbett’s distribution center in Alabaster, Alabama.

On February 17, 2024, the draft Merger Agreement was made available to JD Sports and its advisors in the virtual data room. The draft Merger Agreement proposed (i) a “fiduciary out” termination fee payable by Hibbett under certain circumstances at 2.0% of the equity value of the transaction, (ii) a “hell or high water” efforts covenant requiring the buyer to take any and all actions, including engaging in dispositions of assets or agreeing to limitations on the post-closing business, necessary in order to secure regulatory clearance of the transaction, (iii) the ability of Hibbett to continue paying quarterly dividends during the period between signing and closing of the transaction and (iv) the cash out of all unvested Hibbett equity awards based on the Transaction Consideration at the closing of the transaction, among others terms.

On February 20, 2024, at the direction of the Board, Solomon Partners distributed to Baird a letter (the “February 20 Process Letter”) setting forth Hibbett’s instructions for the submission of a revised proposal to acquire Hibbett. The instruction letter noted that the revised proposal should, among other things, set forth a specific figure, and not a range, for the proposed purchase price per share of Hibbett Common Stock, be accompanied by a markup of the draft Merger Agreement made available through the virtual data room, and be received no later than March 7, 2024.

On February 21, 2024, the CEO of Company A called Mr. Longo and stated that Company A was declining to pursue discussions of an acquisition further at this time, citing Company A’s desire to focus primarily on execution of its existing strategic plan.

On February 22, 2024, representatives of Bass Berry and Freshfields had a call to discuss the ongoing due diligence process, the agenda of the upcoming “top-to-top” meeting between the senior management teams and regulatory matters.

On February 23, 2024, at the direction of the Board, Solomon Partners conveyed to Baird Hibbett’s final fourth quarter and full year financial results for fiscal 2024, which had ended on February 3, 2024.

On February 27, 2024, the Strategic Review Committee held a virtual meeting, in which Messrs. Longo, Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated. The members of management and Solomon Partners representatives provided an update on due diligence activities, including the distribution center tour and the upcoming “top-to-top” meeting scheduled to take place on February 29 and March 1, 2024. Mr. Longo reviewed for the Strategic Review Committee the proposed agenda for and participants in that meeting and responded to questions about management’s preparations for the discussion. Messrs. Longo and Volke then reviewed management’s proposed fiscal 2025 operating plan and the Revised Hibbett Projections (as defined below), which reflected certain proposed revisions to the Initial Hibbett Projections previously approved by the Board in November 2023 and provided to JD Sports and the other interested parties at that time. The revisions included in the Revised Hibbett Projections were driven in part by management’s assessment of Hibbett’s final fiscal 2024 results, which had been lower than expectations, including EBITDA of $186.0 million that was $10.0 million (or 5.1%) below the EBITDA projection reflected in the Initial Hibbett Projections provided in November 2023, and $1.3 million (or 0.7%) below the EBITDA projection reflected in the fiscal 2024 projection flash update provided in January 2024. The Revised Hibbett Projections included reductions in projected EBITDA in fiscal 2025 to $195.1 million, a 2.6% reduction from the amount included in the Initial Hibbett Projections. Mr. Volke reviewed in detail the underlying assumptions and responded to questions from the directors and noted that the proposed 2025 operating plan and Revised Hibbett Projections were being submitted to the Board for review and, if deemed appropriate, approval at a special Board meeting to be held the next day. Mr. Crudele then turned the meeting to a discussion of projected next steps in the process with JD Sports and their interaction with Hibbett’s upcoming annual reporting season and customary annual compensation-setting process. Representatives of Solomon Partners outlined potential alternative prospective timelines that could follow the receipt of a revised proposal on or around the deadline of March 7, 2024 that had been established in the February 20 Process Letter. The directors, members of management and advisors discussed the advantages and disadvantages of delaying earnings reporting until a conclusion of discussions with JD Sports could be reached. Following discussion, the Strategic Review Committee directed management and the advisors to continue to work with JD Sports to facilitate a revised proposal as soon as possible for the Board to consider, and to plan for the Company’s annual reporting to take place as late as March 28, 2024 (or earlier if discussions with JD Sports were discontinued or delayed at any point).

On February 28, 2024, the Board held a virtual meeting, in which Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated. The Solomon Partners representatives provided an update on discussions with JD Sports and the status of its due diligence investigation, the provision to JD Sports of a draft merger agreement and instructions to submit a revised proposal no later than March 7, 2024, and plans for the upcoming “top-to-top” meeting between the senior management teams. Messrs. Longo and Volke then reviewed the proposed 2025 operating plan and Revised Hibbett Projections and the underlying assumptions for each. Messrs. Longo and Volke responded to questions on these matters, and, after discussion, the Board unanimously approved the 2025 operating plan as presented and the Revised Hibbett Projections, and directed that Solomon Partners convey the latter to JD Sports prior to the start of the “top-to-top” meeting the next day. Solomon Partners made the Revised Hibbett Projections available to Baird that evening through the virtual data room.

On February 29 and March 1, 2024, the senior management teams of both Hibbett and JD Sports, along with representatives of Solomon Partners and Baird, met at a hotel conference center in Birmingham, Alabama for a series of meetings to further familiarize each management team with the other company’s business and leadership and engaged in Hibbett facility and store tours. On March 1, 2024, near the end of the two days of meetings, Mr. Schultz noted that, although JD Sports remained highly enthusiastic about pursuing a transaction, it would not be possible to meet the March 7, 2024 deadline for a revised proposal, because, owing to schedule conflicts, JD Sports’ board of directors would not be able to gather to approve such a proposal prior to a board meeting scheduled for March 21, 2024.

On March 5 and 6, 2024, the Board held its regular post-year end cycle of meetings at Hibbett’s headquarters in Birmingham, Alabama. On March 5, 2024, in an executive session that included only the Board members and Messrs. Longo, Briskin, Benck and Volke, joined virtually by representatives of Solomon Partners and Bass Berry, the representatives of Solomon Partners reviewed the discussions with all interested parties to date and

On March 8, 2024, representatives of Bass Berry and Freshfields had a call to discuss certain high-level issues that Freshfields and JD Sports had identified in their review of the bid draft Merger Agreement.

On March 8, 2024, Gavin Bell, Hibbett’s Vice President of Investor Relations, received a call from one of Hibbett’s covering analysts, who asked whether the Company was in talks to be acquired by JD Sports. Mr. Bell responded that the Company’s longstanding policy was not to comment on market rumors, and the call concluded.

On March 10, 2024, the Board, along with Messrs. Briskin, Benck and Volke and representatives of Bass Berry and Solomon Partners, held a virtual meeting to discuss the analyst inquiry, the possibility of an explicit leak to the public of information about the discussions with JD Sports, and whether any of these factors would necessitate delaying the planned release of earnings on March 15, 2024. After discussion, the Board directed management to proceed as planned, announcing that earnings would be released as planned. The following day, Hibbett announced the details of the earnings release and conference call to take place on March 15, 2024.

On March 12, 2024, the initial draft of Hibbett’s disclosure letter to be delivered in connection with the Merger Agreement (the “Company Disclosure Letter”) was made available to JD Sports and its advisors through the virtual data room.

On March 15, 2024, Hibbett released its earnings for the fourth quarter and full fiscal year ended February 3, 2024 and provided guidance for fiscal 2025, of which the midpoint of guidance for revenue, operating profit and earnings per share were each below the median of analyst consensus estimates. In the earnings release and on the earnings conference call, management noted the expectation that business and economic challenges would persist throughout fiscal 2025 based on a number of factors, including continued consumer concerns about inflation and high interest rates, the highly promotional retail environment and its effects on margins, geopolitical conflicts and uncertainty in connection with the upcoming U.S. presidential election. On the earnings conference call to discuss these results and guidance, the same covering analyst that had contacted Hibbett previously asked in the question-and-answer portion of the call whether the Company was currently involved in any M&A activity, but did not name JD Sports. Management responded to the question by repeating that Hibbett’s policy was not to comment on such questions. Market reception of the announced results was mixed, with initial trading prices dropping 6% to $68.51 per share on the date of the earnings announcement, but then trading back up over the succeeding five trading days.

On March 22, 2024, Mr. Longo received a text message from Mr. Schultz indicating that a revised proposal from JD Sports would be provided shortly. Soon thereafter on the same date, Baird conveyed to Solomon Partners a letter (the “March 22 Proposal”) from JD Sports setting forth a revised non-binding proposal to acquire all of the outstanding Hibbett Common Stock for $85.00 per share in cash. The March 22 Proposal noted that the proposed price of $85.00 remained within the range originally proposed in the December 15 Proposal despite Hibbett reporting a decline of approximately 5.0% in fiscal 2024 EBITDA from the original projection provided to JD Sports in November 2023, as well as a downward revision in projected 2025 EBITDA under the Revised Hibbett Projections. Representatives of Baird also communicated to Solomon Partners that challenging sector conditions further factored into JD Sports’ consideration of the March 22 Proposal. The March 22 Proposal stated

Also on March 22, 2024, Freshfields conveyed to Bass Berry an initial markup of the draft Merger Agreement, which provided, among other things, for (i) a “fiduciary out” termination fee of 4.0% of the equity value implied by the transaction, (ii) an “anti-hell or high water” antitrust efforts covenant that would not require JD Sports to engage in any dispositions of assets or agree to limitations on the post-closing business in order to secure regulatory clearance of the transaction, (iii) a restriction on the ability of Hibbett to pay dividends during the period between signing and closing of the transaction and (iv) the potential, subject to due diligence, for certain unvested Hibbett equity awards to be subject to rollover arrangements at the closing of the transaction. The markup also included certain buyer-favorable changes to the provisions governing the right to terminate the Merger Agreement and the nature of the parent guarantee from JD Sports on the obligations of Parent and Merger Sub, among other provisions, which were thereafter negotiated by the parties through the execution of the Merger Agreement. On March 23, 2024, Mr. Longo sent Mr. Schultz a text message confirming his receipt of the updated proposal and stating that the Board was reviewing such proposal and would provide a response after it completed its review.

On March 27, 2024, the Board held a virtual meeting (the “March 27 Board Meeting”), attended by Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry, to review the March 22 Proposal and markup of the Merger Agreement and consider next steps. Representatives of Solomon Partners recounted the history of discussions with JD Sports, including in particular the challenges that the difficult retail environment during the fourth quarter of Hibbett’s fiscal 2024 and early fiscal 2025 had presented for forecasting performance, resulting in missed projections on fiscal 2024 EBITDA relative to both the Initial Hibbett Projections provided to JD Sports in November 2023 and against the updated fiscal 2024 year-end projection provided following the holiday sales season in early January 2024. The Solomon Partners representatives reviewed trading performance of other companies in the sector, including JD Sports, which had declined greater than 25% following a lowering of guidance in early January 2024, and Nike, which had declined 7% the day after its third quarter earnings announcement earlier in March 2024 and had declined 22% over the previous year, as compared to the Company, which had traded up approximately 52% from October 9, 2023 (the date of the original meeting between Mr. Longo and Mr. Schultz) to March 22, 2024 (the date of the revised proposal from JD Sports) and had only temporarily suffered a slight decline following the announcement of earnings below expectations and more conservative guidance on March 15, 2024. The Solomon Partners representatives discussed with the Board the likelihood that Hibbett’s stock price was affected by rumors of the potential transaction, in light of the contemporaneous approach of all four interested parties in October 2023, the private and public questions from one of Hibbett’s covering analysts prior to and during the March 15, 2024 earnings conference call, and the general resilience of Hibbett’s price appreciation during late 2023 and early 2024, a period during which certain of Hibbett’s peer companies in the industry had seen recalibrating declines in trading prices following announcement of challenged results.

At the March 27 Board Meeting, the Solomon Partners representatives then reviewed the primary terms of the March 22 Proposal, including principally the $85.00 per share proposed price, which reflected an implied valuation of Hibbett at 5.8x last 12 months EBITDA, or 6.0x last 12 months EBITDA adjusted to eliminate the effect of the 53^rd week in Hibbett’s 2024 fiscal year, and the effect of a non-recurring EBITDA benefit due to a change in Hibbett’s estimate of gift card breakage. The Solomon Partners representatives compared the value inherent in the March 22 Proposal to updated preliminary valuation analyses, including a preliminary discounted cash flow analysis, as well as comparative stock price analysis, and other measures. The Bass Berry representatives reviewed certain material issues presented by the markup of the Merger Agreement submitted by JD Sports and reviewed certain fiduciary duty considerations associated with the Board’s evaluation of the

Solomon Partners conveyed the Board’s response to the March 22 Proposal to Baird on March 28, 2024, and Baird indicated that it would confer with JD Sports and respond in due course.

On March 30, Baird and Solomon Partners had a further call during which Baird conveyed JD Sports’ intention, and direction to its advisors, to continue to work to complete due diligence and negotiate the open issues in the Merger Agreement in advance of a further discussion on fundamental transaction terms, including price.

On April 3, 2024, Mr. Schultz sent a text message to Mr. Longo to inquire about the Merger Agreement and deal progress generally. Mr. Longo replied that a revised draft of the Merger Agreement would be provided that day. Later on April 3, 2024, representatives of Bass Berry and Freshfields had a call to discuss certain open issues in the Merger Agreement, and thereafter Bass Berry conveyed a revised draft of the Merger Agreement to Freshfields. The revised draft provided, among other things, for (i) a “hell or high water” regulatory efforts covenant, (ii) the ability of Hibbett to continue paying quarterly dividends during the period between signing and closing of the transaction without the consent of JD Sports and (iii) the cash-out of all unvested Hibbett equity awards at the closing of the transaction based on the Transaction Consideration. The revised draft did not contain a proposal as to the size of the “fiduciary out” termination fee pending further discussion between the parties on fundamental transaction terms, including price.

On April 5, 2024, representatives of Freshfields and Bass Berry had a call to discuss open items relating to the employee benefits matters and the treatment of Hibbett equity awards in the Merger Agreement.

On April 7, 2024, representatives of Freshfields and Bass Berry had a further call to discuss open items in the Merger Agreement, and thereafter Freshfields conveyed a revised draft of the Merger Agreement to Bass Berry. Among other changes, the revised draft provided for (i) a “fiduciary out” termination fee set at a size of 3.25% of the equity value implied by the transaction, (ii) an “anti-hell or high water” regulatory efforts standard, paired with a reverse termination fee set at a size of 3.25% of the equity value implied by the transaction payable by JD Sports in the event that the Merger failed to close for reasons relating to antitrust laws, (iii) a restriction on the ability of Hibbett to pay dividends during the period between signing and closing of the transaction and (iv) certain unvested equity awards to be subject to rollover arrangements at the closing of the transaction.

On April 8, 2024, the Board held a virtual meeting, in which Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated, for the primary purpose of reviewing in detail the material open issues in the draft Merger Agreement. The representatives of Bass Berry reviewed the open issues presented by the most recent draft of the Merger Agreement, including the size of the termination fees and the interaction between the proposed reverse termination fee and the covenants of JD Sports governing its efforts to secure antitrust clearance, the proposed treatment of outstanding equity awards of Hibbett employees, the provisions giving either side the right to terminate the Merger Agreement in certain circumstances, and the nature of the guarantee by JD Sports of the obligations of Parent and Merger Sub, among others. The Board provided direction to Bass Berry, Mr. Benck and Solomon Partners on seeking resolution of these items and directed them to continue to advance negotiations with JD Sports and its advisors consistent with those directions and report back to the Board.

On April 11, 2024, representatives of Bass Berry and Freshfields held a series of calls to negotiate open items in the Merger Agreement. The Bass Berry representatives conveyed the Board’s position that the size of the termination fees comprised a fundamental transaction term that should be deferred to the discussion of such items along with price. The Bass Berry and Freshfields representatives also conducted a further discussion of JD Sports’ desire to discuss post-closing employment arrangements with certain of Hibbett senior management, in which the Freshfields representatives confirmed JD Sports’ position that in order to be willing to proceed with a transaction, JD Sports would need to have definitive employment agreements with Messrs. Longo and Briskin in place concurrently with execution of the Merger Agreement, and would like to have discussions with other members of senior management as well. The representatives of Freshfields further confirmed that all such discussions would take place only after the parties had reached tentative agreement in principle on fundamental transaction terms, including price, and only with the prior consent of the Board. The Freshfields representatives also conveyed that, after further analysis by JD Sports and its financial and legal advisors, the proposed transaction would comprise a “Class 2 Transaction” under the rules of the FCA and, as such, would not require a vote of JD Sports’ shareholders. Following these negotiation calls, on April 11, 2024, Bass Berry sent to Freshfields a revised draft of the Merger Agreement, which, consistent with the Board’s position relayed on the negotiation calls previously, accepted the proposal for an “anti-hell or high water” regulatory efforts covenants paired with a reverse termination fee payable by JD Sports contingent upon the parties’ reaching agreement on the size of the termination fees as part of the discussion of fundamental transaction terms. The revised draft of the Merger Agreement further provided, among other things, for (i) the ability of Hibbett to continue paying quarterly dividends during the period between signing and closing of the transaction without the consent of JD Sports and (ii) the cash-out of all unvested Hibbett equity awards at the closing of the transaction based on the Transaction Consideration.

On April 12, 2024, Freshfields sent a further revised draft of the Merger Agreement to Bass Berry providing, among other things, for (i) a restriction on the ability of Hibbett to pay dividends during the period between signing and closing of the transaction and (ii) the rollover at the closing of the transaction of certain unvested equity awards held by employees other than certain members of management with change-in-control agreements in place. The revised draft of the Merger Agreement did not include proposals for the size of the termination fees. That evening, the Board held a virtual meeting, in which Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated, to discuss open issues in the Merger Agreement and determine an approach to next steps in the overall negotiation. The Bass Berry representatives provided an update on open issues presented by the most recent draft of the Merger Agreement, including whether payment of Hibbett’s regular quarterly dividend should be prohibited between signing and closing, the size of the termination fees, and the proposed treatment of outstanding equity awards held by employees. Following discussion, the Board unanimously approved a direction to Solomon Partners and Bass Berry to convey a counterproposal to JD Sports and its advisors consisting of (i) a price of $91.80 per share, which value collectively factored in, among other things, (A) the Board’s previous view of the 6.3x EBITDA multiple as a point of reference for negotiation purposes, (B) the suspension of the quarterly dividend for nine months following the execution of the Merger Agreement, after which, if the Merger were still not closed, the Board could determine to pay a quarterly dividend not to exceed $0.25 per share, and (C) the rollover at the closing of the Merger of Hibbett equity awards granted in March 2024 and held by employees other than certain members of management with change-in-control agreements in place, with all other Hibbett equity awards being cashed out at the closing of the Merger based on the Transaction Consideration; (ii) a “fiduciary out” termination fee set at a size of 3.25% of the equity value implied by the transaction; (iii) a reverse termination fee for antitrust failure set at a size of 6.5% of the equity value implied by the transaction; and (iv) the aforementioned rollover at the closing of the Merger of Hibbett equity awards granted in March 2024.

On April 14, 2024, Bass Berry conveyed to Freshfields a revised draft of the Merger Agreement consistent with the Board’s counteroffer that had been relayed on April 13, 2024.

On April 15, 2024, representatives of Baird and Solomon Partners had a call, during which the Baird representatives conveyed JD Sports’ response to the Board’s counteroffer, consisting of (i) a price of $86.25 per share, again citing erosion of Hibbett’s performance and reduction in guidance since the Initial Hibbett Projections in November 2023, (ii) acceptance of the 3.25% “fiduciary out” termination fee, (iii) a $53.5 million reverse termination fee for antitrust failure, (iv) a restriction on the ability of Hibbett to pay dividends during the period between signing and closing of the transaction, and (v) a proposal that all employees’ equity awards granted prior to January 1, 2023 accelerate (to the extent not already vested when the closing occurs) and be paid out at closing, but all other awards (including those subject to change-in-control agreements, which would need to be waived) be converted to cash awards subject to the original vesting requirements. In addition, the Baird representatives noted that JD Sports’ willingness to proceed with execution of the Merger Agreement remained subject to JD Sports reaching concurrent agreement with Messrs. Longo and Briskin on post-closing employment agreements, to be negotiated only after agreement between the Board and JD Sports on principal transaction terms and only with the consent of the Board.

On April 15, 2024, Freshfields conveyed to Bass Berry a revised draft of the Merger Agreement reflecting JD Sports’ most recent offer, among other changes. Freshfields also conveyed a revised draft of the Company Disclosure Letter to Bass Berry that same day.

Also on April 15, 2024, Solomon Partners provided the Board with certain updated information regarding Solomon Partners’ material investment banking relationships with Hibbett, JD Sports, Company A, Company B and Company C during the prior two-year period.

Later on April 15, 2024, the Board held a virtual meeting, in which Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated, to evaluate JD Sports’ latest offer. The representatives of Solomon Partners and Bass Berry reviewed the terms of the offer, and the Bass Berry representatives provided commentary on other open issues in the most recent draft of the Merger Agreement. Messrs. Longo and Volke also provided an update on results from the recently completed second period of fiscal 2025. Following discussion, the Board unanimously approved a direction to Solomon Partners and Bass Berry to convey a counterproposal consisting of (i) a price of $88.00 per share, (ii) confirmation of the Board’s agreement as to both termination fee amounts, (iii) acceptance of the restriction on dividends during the period between signing and closing, and (iv) acceptance of JD Sports’ most recent position on treatment of Hibbett equity awards, other than for those subject to contractual change-in-control agreements which the Board proposed would continue to accelerate and be paid out at the closing of the transaction.

On April 16, 2024, representatives of Solomon Partners and Baird had a call, during which the Solomon Partners representatives conveyed the Board’s position. The Baird representatives committed to convey the Board’s position to JD Sports and respond in due course.

On April 17, 2024, representatives of Baird and Solomon Partners had a call, during which the Baird representatives conveyed JD Sports’ position, consisting of (i) a price of $87.50 per share, (ii) acceptance of the Board’s most recent position on treatment of Hibbett equity awards and (iii) JD Sports’ continued desire to conduct negotiations with Messrs. Longo and Briskin once the parties reached agreement on principal transaction terms and the Board granted consent. The representatives of Baird noted that the proposed price of $87.50 was offered in the spirit of attempting to close out negotiations but that this value was as far as JD Sports was willing to move. That same day, representatives of Freshfields and Bass Berry had a call about open issues in the Merger Agreement. Following the call, Freshfields conveyed a revised draft of the Merger Agreement to Bass Berry reflecting these changes.

Later on April 17, 2024, the Board held a virtual meeting, in which Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated, to discuss JD Sports’ most recent proposal. The representatives of Solomon Partners reviewed the proposal and relayed the additional commentary that had been provided by Baird with respect to JD Sports’ unwillingness to move further on price. The Bass Berry representatives provided an update on remaining open items in the Merger Agreement, and discussed with the

On April 18, 2024, representatives of Solomon Partners and Baird had a call, during which the Solomon Partners representatives conveyed the Board’s agreement in principle to move forward with a transaction at a price of $87.50 per share, subject to final resolution of remaining open issues in the Merger Agreement, and that the Board had consented to discussions between JD Sports and Messrs. Longo and Briskin regarding their post-closing roles. Prior to the commencement of these discussions with the prior consent of the Board on April 18, 2024, no Hibbett executive officer (including Mr. Longo and Mr. Briskin) or non-employee director had discussed or entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity plans or arrangements of, JD Sports, Parent, the Surviving Corporation or any of their affiliates.

Between April 18 and April 22, 2024, Mr. Schultz, Mr. Longo, Mr. Briskin, other representatives of JD Sports management, Freshfields, and personal legal counsel to Messrs. Longo and Briskin held a number of discussions to negotiate terms of the retention agreements of Messrs. Longo and Briskin, to be entered into contemporaneously with the Merger Agreement and to be effective and conditioned upon the Closing.

Bass Berry conveyed a revised draft of the Company Disclosure Letter to Freshfields on April 19, 2024, and Bass Berry conveyed a revised draft of the Merger Agreement to Freshfields on April 20, 2024. Over the ensuing days through April 22, 2024, Bass Berry, Freshfields, Hibbett and JD Sports held a series of calls and exchanged multiple drafts of each of these documents as the parties worked to resolve any remaining issues and finalize the transaction documentation, culminating in a proposed final execution version of the Merger Agreement, along with all exhibits and schedules thereto (including the Company Disclosure Letter), being sent by Freshfields to Bass Berry early in the evening on April 22, 2024.

Later in the evening on April 22, 2024, the Board held a virtual meeting, in which Messrs. Briskin, Benck and Volke and representatives of Solomon Partners and Bass Berry participated, to review and consider the Merger Agreement and other transaction documentation in final form. Representatives of Bass Berry provided an update on discussions between the parties subsequent to the Board’s April 17, 2024, meeting. Messrs. Longo and Briskin confirmed that their retention agreements with JD Sports were finalized. The representatives of Bass Berry reviewed with the directors their fiduciary duties and a summary of the key terms of final version of the Merger Agreement that had been negotiated with JD Sports and provided to the Board, along with all exhibits and schedules thereto (including the final Company Disclosure Letter), prior to the meeting. Representatives of Solomon Partners presented materials reviewing JD Sports’ proposed acquisition of Hibbett, certain trading metrics of Hibbett Common Stock that suggested that the trading price may have been inflated by market rumors of the transaction, as previously described, and Solomon Partners’ financial analysis of the Merger. At the Board’s request, Solomon Partners delivered its oral opinion to the Board, and subsequently delivered its written opinion to the Board, that, as of April 22, 2024 and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the $87.50 in cash per share of Hibbett Common Stock to be paid to the holders (other than the Excluded Holders) of shares of Hibbett Common Stock, pursuant to the Merger Agreement, was fair from a financial point of view to such holders. For a detailed discussion of Solomon Partners’ opinion, please see below under the caption “Proposal 1: Adoption of the Merger Agreement—Opinion of Hibbett’s Financial Advisor. After further discussion of the proposed transaction (see below under the captions “Proposal 1: Adoption of the Merger Agreement—Recommendation of the Board of Directors and Reasons for the Merger”), the Board unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Hibbett and its stockholders, (ii) determined that it is in the best interests of Hibbett and its stockholders to enter into, and approved, adopted and declared advisable, the Merger Agreement, (iii) approved the execution and delivery by Hibbett of the Merger Agreement, the performance by Hibbett of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger

Early in the morning of April 23, 2024, the parties executed the Merger Agreement. Prior to the opening of trading of JD Sports stock on the London Stock Exchange and of Hibbett common stock on Nasdaq, JD Sports and Hibbett each issued press releases announcing the execution of the Merger Agreement.

On April 22, 2024, the Board, after considering various factors, including those described under the heading “Reasons for the Merger” below, and after consultation with Hibbett’s independent legal and financial advisors, unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Hibbett and its stockholders, (ii) determined that it is in the best interests of Hibbett and its stockholders to enter into, and approved, adopted and declared advisable, the Merger Agreement, (iii) approved the execution and delivery by Hibbett of the Merger Agreement, the performance by Hibbett of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (iv) directed that the approval of the adoption of the Merger Agreement be submitted to the holders of Hibbett Common Stock, and (v) subject to the terms of the Merger Agreement, resolved to recommend that the Hibbett stockholders approve the adoption of the Merger Agreement at the Special Meeting.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby and (ii) “FOR” the non-binding, advisory proposal to approve compensation that will or may be payable by Hibbett to its named executive officers in connection with the Merger and contemplated by the Merger Agreement, and (iii) “FOR” the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained.

In recommending that Hibbett’s stockholders vote in favor of the proposal to approve the adoption of the Merger Agreement, the Board, including its independent directors, considered a number of potentially positive factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

After taking into account all of the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of, and potentially positive factors associated with, the Merger to Hibbett’s stockholders.

Solomon Partners provided its oral opinion to the Board, and subsequently delivered its written opinion to the Board that, as of April 22, 2024, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Transaction Consideration to be paid to the holders (other than the Excluded Holders) of shares of Hibbett Common Stock, pursuant to the Merger Agreement, was fair from a financial point of view to such holders.

The full text of the written opinion of Solomon Partners, dated April 22, 2024, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this Proxy Statement as Annex B. Solomon Partners provided its opinion for the information and assistance of the Board in connection with its consideration of the Merger. The Solomon Partners opinion does not constitute a recommendation to any holder of shares of Hibbett Common Stock as to how any such holder should vote with respect to the Merger or act on any matter relating to the Merger or any other matter.

Solomon Partners assumed and relied upon the accuracy and completeness of the information reviewed by it for the purposes of this opinion, and Solomon Partners did not assume any responsibility for independent verification of such information and relied on such information being complete and correct. Solomon Partners relied on assurances of Hibbett’s management that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any respect material to Solomon Partners’ analysis or opinion. With respect to the Projections, Solomon Partners assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of Hibbett’s management. Solomon Partners did not conduct a physical inspection of the facilities or property of Hibbett. Solomon Partners did not assume any responsibility for or perform any independent valuation or appraisal of the assets or liabilities of Hibbett, nor was Solomon Partners furnished with any such valuation or appraisal. Furthermore, Solomon Partners did not consider any tax, accounting, legal or regulatory effects of the Merger or the transaction structure on any person or entity.

Solomon Partners assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement, and that,

Solomon Partners’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and other information made available to Solomon Partners as of April 22, 2024. Although subsequent developments may affect its opinion, Solomon Partners has no obligation to update, revise or reaffirm its opinion. In particular, Solomon Partners did not express any opinion as to the prices at which the Hibbett Common Stock may trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Hibbett, Parent or the Merger, or as to impact of the Merger on the solvency or viability of Hibbett, Parent or Merger Sub or the ability of Hibbett, Parent or Merger Sub to pay their respective obligations when they come due. Furthermore, Solomon Partners’ opinion did not address Hibbett’s underlying business decision to undertake the Merger, and Solomon Partners’ opinion did not address the relative merits of the Merger as compared to any alternative transactions or business strategies that might be available to Hibbett. Prior to the delivery of its opinion, Solomon Partners was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Hibbett or any other alternative transaction. Solomon Partners’ opinion was limited to the fairness, from a financial point of view, to the holders (other than the Excluded Holders) of shares of Hibbett Common Stock, as of the date of the opinion, of the Transaction Consideration to be paid to such holders pursuant to the Merger Agreement, and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger. Solomon Partners expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Transaction Consideration to be paid to the holders (other than the Excluded Holders) of shares of Hibbett Common Stock pursuant to the Merger Agreement. The issuance of the opinion by Solomon Partners was authorized by Solomon Partners’ fairness opinion committee.

The following summarizes the significant financial analyses performed by Solomon Partners and provided to, and reviewed with, the Board in connection with the delivery of Solomon Partners’ opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Solomon Partners’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Solomon Partners’ financial analyses. The following summary, however, does not purport to be a complete description of the financial analyses performed by Solomon Partners, nor does the order of analyses described represent relative importance or weight given to those analyses by Solomon Partners. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 19, 2024, and is not necessarily indicative of current market conditions.

Solomon Partners reviewed and compared certain financial information for Hibbett to corresponding financial information for the following publicly traded corporations in the footwear retail industry (each of which have retail operations in which the majority of the products sold are non-store branded goods) (collectively, the “Selected Companies”):

Solomon Partners calculated and compared various financial multiples for the Selected Companies and Hibbett based on historical financial data from publicly available sources and forecasts from Wall Street research available as of April 19, 2024, for the Selected Companies and Hibbett.

Solomon Partners analyzed certain publicly available information relating to the following selected transactions in the retail industry for North America-based targets with the majority of sales conducted in physical retail stores and excluding retailers that primarily sell hardline goods since August 2015 (collectively, the “Selected Transactions”):

Although none of the Selected Transactions is directly comparable to the Merger, the target companies in the Selected Transactions were North America-based companies in the retail industry that were acquired since August 2015 and therefore had operations that, for the purposes of analysis, may be considered similar to certain of Hibbett’s operations and profile, and as such, for purposes of analysis, the Selected Transactions may be considered similar to the Merger.

For each of the Selected Transactions, Solomon Partners calculated and compared the EV of the target company implied by the transaction as a multiple of the LTM Adjusted EBITDA (“LTM Adjusted EBITDA Multiple”) of the target company, based on amounts disclosed in public filings, company press releases and other public sources. The following table presents the results of this analysis:

Based on Solomon Partners’ professional judgment and after taking into consideration, among other things, the observed data described above, Solomon Partners applied the range of EV / LTM Adjusted EBITDA Multiples of 4.9x to 6.6x to the LTM Adjusted EBITDA of Hibbett, as of April 19, 2024 (as derived from the Base 2024 Form 10-K), to derive a range of implied enterprise values for Hibbett. Solomon Partners then subtracted the net debt outstanding as of February 3, 2024 (as reflected in the Base 2024 Form 10-K) to derive a range of implied equity values for Hibbett. Solomon Partners then divided the range of implied equity values by the number of fully diluted shares, including the dilutive effect (using the treasury stock method) of any exercisable Company Options, all Company RSU Awards, Company PSU Awards and Company DSU Awards outstanding as of April 19, 2024, and additional shares related to the ESPP that may be outstanding as of June 30, 2024, in each case, as provided by Hibbett’s management, to derive a range of implied equity values per share of Hibbett Common Stock of $71.57 to $97.06.

Using discount rates ranging from 14.5% to 17.5%, reflecting estimates of Hibbett’s weighted average cost of capital (derived by the application of the Capital Asset Pricing Model, which takes into account certain inputs, including the median of selected public companies’ capital structure, historical beta, cost of long-term debt, after-tax yield on permanent excess cash, if any, and Hibbett’s forecast tax rate, as well as certain financial metrics for the United States financial markets generally), Solomon Partners discounted to present value as of May 4, 2024, (i) the Unlevered Free Cash Flows (as defined in the section entitled “Proposal 1: Adoption of the Merger Agreement–Projections Prepared by Hibbett’s Management”), and (ii) a range of illustrative terminal values for Hibbett, which were calculated by applying an illustrative range of exit terminal year EBITDA multiples of 3.5x to 6.5x (which range was selected by Solomon Partners using its judgment after taking into account the historical LTM EBITDA trading multiples for Hibbett and the Selected Companies and the current LTM EBITDA multiples included in the Selected Publicly Traded Companies analysis) to projected terminal year EBITDA for Hibbett as reflected in the Revised Hibbett Projections. Solomon Partners then added the ranges of

Solomon Partners noted for the Board certain additional factors solely for informational purposes, including among other things, the following:

Solomon Partners’ illustrative present value of future stock price, historical company share trading analysis and analyst price target analysis were not fundamental valuation methodologies and were not used by Solomon Partners as a basis for rendering its fairness opinion.

In arriving at its opinion, Solomon Partners performed a variety of financial analyses, the material portions of which are summarized above. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Solomon Partners’ opinion. In arriving at its fairness determination, Solomon Partners considered the

Solomon Partners prepared these analyses to provide its opinion to the Board as to the fairness from a financial point of view to the holders (other than the Excluded Holders) of shares of Hibbett Common Stock of the Transaction Consideration to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Hibbett, Parent, Solomon Partners or any other person assumes responsibility if future results are materially different from those forecasts.

The Transaction Consideration was determined through arm’s-length negotiations between the Board, JD Sports, and Parent and was approved by the Board. Solomon Partners provided advice to the Board during these negotiations. Solomon Partners did not, however, recommend any specific amount of consideration to Hibbett or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Solomon Partners’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. For a discussion of the factors that the Board considered in determining to recommend the approval of the Merger Agreement, please see the section of this Proxy Statement entitled “Proposal 1: Adoption of the Merger Agreement—Recommendation of the Board and Reasons for the Merger” beginning on page 56 of this Proxy Statement. The foregoing summary does not purport to be a complete description of the analyses performed by Solomon Partners in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Solomon Partners attached as Annex B.

Natixis, S.A. (“Natixis”), the holder of a majority of Solomon Partners’ outstanding voting equity, is, together with its affiliates, engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management, insurance, and other financial and non-financial activities and services for various persons and entities. Natixis, its affiliates, employees, and funds, and other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Hibbett, Parent, JD Sports or any of their respective affiliates and third parties, or any currency or commodity that may be involved in the Merger.

The Board selected Solomon Partners as its financial advisor because it is a recognized financial advisory firm that has substantial experience in transactions similar to the Merger. Pursuant to an engagement letter, dated October 31, 2023, the Board engaged Solomon Partners to act as its financial advisor in connection with the Merger. The engagement letter provides for a transaction fee that is estimated, based on the information available as of the date of announcement of the Merger Agreement, to consist of (a) $2.5 million, which was payable upon the delivery by Solomon Partners of its opinion, dated as of April 22, 2024, to the Board; and (b) approximately $15.9 million, which is contingent upon the closing of the Merger. In addition, Hibbett has agreed to reimburse Solomon Partners’ expenses and indemnify Solomon Partners against certain liabilities arising out of Solomon Partners’ engagement. Solomon Partners has not, during the two years prior to the date of its opinion, provided any financial advisory services to Hibbett, Parent or JD Sports, for which Solomon Partners received payment. In the future, Solomon Partners, Natixis and their respective affiliates may provide financial advisory services to Hibbett, Parent, JD Sports and/or their respective affiliates, and may receive compensation for rendering such services.

In connection with the Board’s review of strategic alternatives in response to unsolicited expressions of interest in an acquisition of Hibbett from multiple parties, in November 2023, Hibbett’s management prepared unaudited forecasted financial information of Hibbett for the remainder of fiscal year 2024 through fiscal year 2029 (the “Initial Hibbett Projections”), which was used by the Board in connection with its evaluation of the

In February 2024, Hibbett’s management updated, and the Board approved, the Initial Hibbett Projections to reflect a downward revision to management’s forecast for each of the fiscal years 2025 through 2029 after considering, in management’s best judgment, (i) the probable impact of the challenging market environment on Hibbett’s business throughout the forecast period and (ii) Hibbett’s financial performance for the fiscal year ended February 3, 2024 (the “Revised Hibbett Projections,” together with the Initial Hibbett Projections, the “Projections”). The Revised Hibbett Projections were provided by Hibbett to Solomon Partners and were approved by the Board for Solomon Partners’ use and reliance in connection with its financial analyses and opinion provided to the Board on April 22, 2024, in connection with the Board’s consideration of the transactions contemplated by the Merger Agreement, as described in the section entitled “Proposal 1: Adoption of the Merger Agreement—Opinion of Hibbett’s Financial Advisor” beginning on page 62 of this Proxy Statement. In addition, the Revised Hibbett Projections (other than assumptions with respect to the projected change in net working capital, which was provided only to Solomon Partners for use in its analyses) were made available to JD Sports, in connection with its due diligence review of a potential transaction. This Proxy Statement includes a summary of the Initial Hibbett Projections and the Revised Hibbett Projections in order to provide Hibbett’s stockholders with access to additional information that was previously made available to Solomon Partners.

The Projections were not prepared with a view toward public disclosure and the summary thereof is included in this Proxy Statement only because such information was made available to certain parties as described in the preceding two paragraphs. The summary of the Projections is not being included in this Proxy Statement to influence your decision whether to vote for the proposal to adopt the Merger Agreement. The Projections were not prepared with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP (and the Projections do not include footnote disclosures as may be required by GAAP). Neither Ernst & Young, nor any other audit firm has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Projections and, accordingly, Ernst & Young has not expressed an opinion or any other form of assurance with respect thereto. The Ernst & Young report included in the 2024 Form 10-K, which is incorporated by reference into this Proxy Statement, relates to Hibbett’s historical financial information and does not extend to the Projections and should not be read to do so.

The Projections are subject to estimates and assumptions in many respects and, as a result, are necessarily subject to interpretation. While presented with numerical specificity, the Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Hibbett management as of the date of preparation of each set of such Projections. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, competition and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 27 of this Proxy Statement. The Projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the forecasts contained in the Projections will be realized, and actual results may differ materially from those shown therein. Generally, the further out the period to which Projections relate, the more unreliable the information becomes.

This Proxy Statement contains certain non-GAAP financial measures, such as Operating Profit / EBIT (which means earnings before interest and taxes) and EBITDA (which means earnings before interest, taxes, depreciation and amortization). Hibbett believes that its presentation of these non-GAAP measures provides useful supplemental information to investors and management regarding Hibbett’s financial condition and results of operations. Other firms may calculate non-GAAP measures differently than Hibbett, which limits comparability between companies. Non-GAAP measures are not prepared in accordance with, and should not be considered in isolation from or as a substitute for, measures prepared in accordance with GAAP. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this Proxy Statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Solomon Partners for purposes of its opinion or by the Board in connection with the evaluation of the Merger. Accordingly, Hibbett has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

None of Hibbett, Solomon Partners or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the Projections, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the Projections to reflect circumstances existing after the date the Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Projections, as applicable, are shown to be in error. Since the date of the Projections, Hibbett has made publicly available its actual results of operations for the fiscal year ended February 3, 2024. You should review the 2024 Form 10-K for this information. Hibbett does not intend to make publicly available any update or other revision to the Projections, even in the event that any or all assumptions are shown to be in error. None of Hibbett, Solomon Partners or their respective affiliates, advisors, officers, directors or other representatives has made or makes any representation to any Hibbett stockholder or any other person regarding the Projections, Hibbett’s ultimate performance compared to the information contained in the Projections or that forecasted results will be achieved.

In addition, at the direction of Hibbett’s management, Solomon Partners calculated, using certain inputs provided by Hibbett’s management and which inputs were approved by the Board for Solomon Partners’ use and reliance in connection with its financial analyses and opinion provided to the Board on April 22, 2024, in connection with the Board’s consideration of the transactions contemplated by the Merger Agreement, as described in the section entitled “Proposal 1: Adoption of the Merger Agreement—Opinion of Hibbett’s Financial Advisor” beginning on page 62 of this Proxy Statement, the unlevered free cash flows for the remainder of fiscal year 2024 through fiscal year 2029 (the “Unlevered Free Cash Flows”) as set forth below.

Although presented with numerical specificity, the Projections are based on numerous variables, assumptions and estimates as to future events made by Hibbett’s management that Hibbett’s management believed were reasonable at the time the Projections were prepared. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of Hibbett. Important factors that may affect actual results and cause these internal financial Projections to not be achieved include, but are not limited to, risks and uncertainties relating to Hibbett’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the health of Hibbett’s consumer base, the regulatory and competitive environment, changes in technology, general business and economic conditions and other risk factors referenced in the section of this Proxy Statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” As such, the Projections, and the assumptions upon which they are based, (i) are not guarantees of future results; (ii) are inherently speculative; and (iii) are subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in the Projections. Accordingly, there can be no assurance that the Projections will be realized.

In considering the recommendation of the Board that holders of Hibbett Common Stock vote to approve the adoption of the Merger Agreement, our stockholders should be aware that certain of Hibbett’s executive officers and non-employee directors have interests in the Merger that may be different from, or in addition to, those of Hibbett’s stockholders generally. The Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that Hibbett stockholders approve the adoption of the Merger Agreement. For purposes of the discussion below, Hibbett’s executive officers are Michael E. Longo (President and Chief Executive Officer), Robert J. Volke (Senior Vice President and Chief Financial Officer), Jared S. Briskin (Executive Vice President, Merchandising), William G. Quinn (Senior Vice President, Marketing and Digital), Benjamin A. Knighten (Senior Vice President, Store Operations), David M. Benck (Senior Vice President, General Counsel), Ronald P. Blahnik (Senior Vice President, Chief Information Officer), Mark A. Gunn (Senior Vice President, Chief Human Resources Officer), Michael C. McAbee (Senior Vice President, Supply Chain and Store Development), and J. Stephani Smith (Senior Vice President, Merchandising). These interests are described below.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As the amounts provided below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled by virtue of the Merger without any action on the part of the holder thereof and will entitle the holder to receive, on or before the later of (A) five (5) business days following the Effective Time and (B) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (1) the number of shares of Hibbett Common Stock subject to such Company Option as of immediately prior to the Effective Time and (2) the excess, if any, of the Transaction Consideration over the exercise price per share of Hibbett Common Stock subject to such Company Option as of immediately prior to the Effective Time. Any Company Option with an exercise price per share of Hibbett Common Stock equal to or in excess of the Transaction Consideration will be cancelled and have no further force or effect by virtue of the Merger without any action on the part of the holder thereof and without any payment to the holder thereof.

At the Effective Time, each Specified Company PSU Award that is outstanding as of immediately prior to the Effective Time will be cancelled by virtue of the Merger without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive an unvested amount in cash, without interest and subject

At the Effective Time, each Cashed-Out Company PSU Award that is outstanding as of immediately prior to the Effective Time will automatically become fully vested (if not already fully vested) and will be cancelled by virtue of the Merger without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive, on or before the later of (A) five (5) business days following the Effective Time and (B) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (1) the number of shares of Hibbett Common Stock that would have vested pursuant to the terms of such Cashed-Out Company PSU Award, assuming that any performance based vesting conditions applicable to such Cashed-Out Company PSU Award for any performance period that has not been completed as of the Effective Time are achieved at target performance levels, and (2) the Transaction Consideration.

Notwithstanding the above, to the extent that any Company PSU Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment will be paid in accordance with the applicable award’s terms (including any deferral elections) and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code, including payment in accordance with any applicable exception or permitted payment event under Section 409A of the Code and Section 1.409A-3(j) of the Treasury Regulations (as defined in the section entitled “Proposal 1: Adoption of the Merger Agreement—U.S. Federal Income Tax Consequences of the Merger” beginning on page 77 of this Proxy Statement).

At the Effective Time, each Specified Company RSU Award that is outstanding as of immediately prior to the Effective Time will be cancelled by virtue of the Merger without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive an unvested amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (1) the number of shares of Hibbett Common Stock then underlying such Specified Company RSU Award as of immediately prior to the Effective Time and (2) the Transaction Consideration, vesting, subject to the continued service of the former holder of such Specified Company RSU Award with Parent and its affiliates (including the Surviving Corporation), on the same time-based vesting schedule and otherwise on substantially the same terms as the corresponding Specified Company RSU Award (as provided for in the 2015 Equity Incentive Plan and the underlying award agreements, in each case as in effect as of April 23, 2024, the terms of which will survive the closing with respect to such Specified Company RSU Award), except as otherwise provided for in the Merger Agreement. Each portion of such cash amount that vests will be payable on or before the later of (A) five (5) business days following such vesting date and (B) the Surviving Corporation’s first payroll date following such vesting date(s).

At the Effective Time, each Cashed-Out Company RSU Award that is outstanding as of immediately prior to the Effective Time will automatically become fully vested (if not already fully vested) and will be cancelled by virtue of the Merger without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive, on or before the later of (A) five (5) business days following the Effective Time and (B) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and

Notwithstanding the above, to the extent that any Company RSU Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment will be paid in accordance with the applicable award’s terms (including any deferral elections) and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code, including payment in accordance with any applicable exception or permitted payment event under Section 409A of the Code and Section 1.409A-3(j) of the Treasury Regulations.

At the Effective Time, each Company DSU Award that is outstanding as of immediately prior to the Effective Time will automatically become fully vested (if not already fully vested) and will be cancelled by virtue of the Merger without any action on the part of any holder or beneficiary thereof and will entitle the holder to receive, on or before the later of (A) five (5) business days following the Effective Time and (B) the Surviving Corporation’s first payroll date after the Effective Time, an amount in cash, without interest and subject to applicable withholding taxes, from the Surviving Corporation with respect thereto equal to the product of (1) the number of shares of Hibbett Common Stock then underlying such Company DSU Award as of immediately prior to the Effective Time and (2) the Transaction Consideration.

Notwithstanding the above, to the extent that any Company DSU Award constitutes nonqualified deferred compensation subject to Section 409A of the Code, such cash payment will be paid in accordance with the applicable award’s terms (including any deferral elections) and at the earliest time permitted under the terms of such award that will not result in the application of a tax or penalty under Section 409A of the Code, including payment in accordance with any applicable exception or permitted payment event under Section 409A of the Code and Section 1.409A-3(j) of the Treasury Regulations.

The following table sets forth the estimated amounts that would become payable (on a pre-tax basis) to Hibbett’s executive officers in respect of their unvested Hibbett equity awards based on the assumptions described above under “Proposal 1: Adoption of the Merger Agreement—Interests of the Directors and Executive Officers of Hibbett in the Merger—Certain Assumptions” beginning on page 71 this Proxy Statement.

Based on the assumptions described above under “Proposal 1: Adoption of the Merger Agreement—Interests of the Directors and Executive Officers of Hibbett in the Merger—Certain Assumptions” beginning on page 71 of this Proxy Statement, the estimated aggregate amounts that would become payable (on a pre-tax basis) to Hibbett’s non-employee directors in respect of their unvested Hibbett equity awards is $7,354,474.

Mr. Longo is currently employed pursuant to written employment agreement with Hibbett Sporting Goods, Inc. (a subsidiary of Hibbett), dated as of December 16, 2019 (the “Longo Employment Agreement”). The Longo

Mr. Longo is also party to separate restrictive covenant and nondisclosure agreements with Hibbett, which subjects him to restrictions relating to the use of confidential information, competing against Hibbett and soliciting any customers or employees of Hibbett during the term of employment and for a period of up to twelve (12) months thereafter.

Each Hibbett executive officer is party to a Change in Control Severance Agreement with Hibbett, effective as of the following dates (collectively, the “Change in Control Agreements”):

The Change in Control Agreements each provide that if the employment of the executive officer is terminated by Hibbett without “Cause” or if the executive officer resigns for “Good Reason” (each, as defined in the Change in Control Agreements) during the period beginning six months prior to the consummation of a change in control (which would include the Merger) and ending on the second anniversary of the consummation of a change in control, then the executive officer would be entitled to one and one-half (1.5) times the sum of the executive officer’s (i) highest annual rate of base salary paid to the executive officer by Hibbett prior to the termination of the executive officer’s employment or resignation from Hibbett, as applicable, and (ii) the average of the actual cash bonuses paid to the executive officer for the five (5) years prior to the year of the executive officer’s employment termination from Hibbett (but in no event greater than the target bonus for the year in which the termination or resignation of employment occurs). Mr. Longo’s severance benefits under his Change in Control Agreement are paid to him net of any severance benefits payable under the Longo Employment Agreement.

Under the Change in Control Agreements, each executive officer is subject to restrictions relating to the use of confidential information, and soliciting or hiring any suppliers, officers, directors, independent contractors, customers or employees of Hibbett during the term of employment and for a period up to twelve (12) months thereafter.

Following discussions between Mr. Longo, Mr. Briskin and JD Sports that commenced on April 18, 2024, after the parties had reached an agreement-in-principle on the material business terms of the Merger, including the amount of the Transaction Consideration, and with the prior consent of the Board, on April 23, 2024, Mr. Longo and Mr. Briskin each entered into a retention agreement with JD Sports (respectively, the “Longo Retention Agreement” and the “Briskin Retention Agreement”) where they acknowledged that they will not have the right to resign their employment for “Good Reason” (as defined in the relevant plans and agreements) as a result of any changes to their duties, responsibilities, or reporting structures that occur strictly as a direct result of the Merger.

Pursuant to the Longo Retention Agreement, Mr. Longo will remain in the position of Chief Executive Officer of Hibbett following the closing of the Merger under the terms of the Longo Employment Agreement (except as modified in the Longo Retention Agreement). Pursuant to the Longo Retention Agreement, for fiscal year 2025, Mr. Longo’s annual base salary will remain at $945,000 and Mr. Longo’s annual cash target bonus will remain at 120% of Mr. Longo’s annual base salary (with a maximum payout of 200% of the target bonus). Mr. Longo will

Pursuant to the Briskin Retention Agreement, Mr. Briskin will be employed in the position of Chief Operating Officer of Hibbett following the closing. Pursuant to the Briskin Retention Agreement, for fiscal year 2025, Mr. Briskin’s annual base salary will be increased from $600,000 to $700,000 and Mr. Briskin’s annual cash target bonus will be increased from 85% of Mr. Briskin’s annual base salary to 100% of Mr. Briskin’s annual base salary (with a maximum payout of 200% of the target bonus). Mr. Briskin will also be eligible to receive annual grants of long-term incentive awards from JD Sports and its affiliates valued up to 100% of Mr. Briskin’s base salary, which will vest over three years. Of such long-term incentive awards, 25% will be time-based and 75% will be subject to performance conditions to be determined at the time of grant. Mr. Briskin’s Change in Control Agreement will remain in effect, except as modified by the Briskin Retention Agreement.

As of the date of this Proxy Statement, no other Hibbett executive officers or non-employee directors have discussed or entered into any agreement with JD Sports, Parent or any of their affiliates regarding employment with, or the right to purchase or participate in the equity plans or arrangements of, JD Sports, Parent, the Surviving Corporation or any of their affiliates. Prior to or following the closing of the Merger, however, some or all of Hibbett’s executive officers and non-employee directors may discuss or enter into agreements with Parent regarding employment with, or the right to purchase or participate in the equity of, JD Sports, Parent or one or more of their affiliates (including the Surviving Corporation).

In accordance with Item 402(t) of Regulation S-K under the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that will or may become payable to each named executive officer of Hibbett in connection with the Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under “Proposal 1: Adoption of the Merger Agreement—Interests of the Directors and Executive Officers of Hibbett in the Merger” beginning on page 71 of this Proxy Statement, which is incorporated herein.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the Merger, including any equity award grants that may be made after the assumed Effective Time of May 22, 2024. For purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

The Merger is not conditioned on any financing arrangements or contingencies. Parent and Merger Sub have represented in the Merger Agreement that Parent and Merger Sub will have sufficient cash at the Effective Time to pay the aggregate Transaction Consideration. Parent and Merger Sub intend to finance the Merger through a combination of existing cash resources and the proceeds from an extension to existing bank facilities of JD Sports. If such financing has not been obtained, Parent and Merger Sub will each continue to be obligated to consummate the Merger, subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement.

The closing of the Merger will take place no later than the fourth business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 100 of this Proxy Statement), other than conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent not prohibited by law, waiver of such conditions at the closing of the Merger.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following is a summary of the U.S. federal income tax consequences of the Merger to holders of Hibbett Common Stock whose shares of Hibbett Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, U.S. Department of Treasury Regulations promulgated under the Code (the “Treasury Regulations”), court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Hibbett Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders of shares of Hibbett Common Stock in light of their particular circumstances, nor does it address any consequences to any such holders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, S corporations, partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, financial institutions, insurance companies, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who actually or constructively own 5% of more of Hibbett Common Stock, persons who acquire their shares of Hibbett Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, persons who hold their shares of Hibbett Common Stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollar. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or non-U.S. tax consequences, or the consequences of the Medicare tax on net investment income. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Hibbett Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of Hibbett Common Stock and partners therein should consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS or a court, and there can be no assurance that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Hibbett Common Stock who is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Hibbett Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, and the U.S. Holder generally will recognize gain or loss as a result of such exchange. In general, a U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash such U.S. Holder receives with respect to such shares of Hibbett Common Stock in the Merger and such U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that the U.S. Holder paid for the shares of Hibbett Common Stock. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in the shares of Hibbett Common Stock is more than one year at the time of the Merger. Long-term capital gains of a non-corporate U.S. Holder are subject to preferential income tax rates. The deductibility of capital losses is subject to limitations.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of Hibbett Common Stock who is neither a U.S. Holder nor an entity treated as a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders that are subject to special tax treatment, such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information reporting and backup withholding may apply to proceeds otherwise payable to a holder of Hibbett Common Stock pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a suitable substitute or successor form), or (ii) a Non-U.S. Holder that provides a certification of such Non-U.S. Holder’s foreign status on the appropriate series of IRS Form W-8 (or

Holders of Hibbett Common Stock should consult their own tax advisors regarding the tax consequences of the Merger to their particular circumstances, including the applicability and effect of any state, local, foreign or other tax laws.

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period under the HSR Act has expired or been terminated.

Under the HSR Act and the rules promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), the Merger cannot be consummated until Hibbett and Parent each file a premerger notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be consummated until the expiration of a thirty (30) calendar day waiting period following the parties’ filing of their respective HSR Act notification forms, unless extended by a request for additional information or the waiting period is terminated earlier. Hibbett and the Pentland Group, the majority shareholder of JD Sports, made the filings required under the HSR Act on May 8, 2024. The applicable waiting period under the HSR Act is set to expire at 11:59 p.m. Eastern Time on June 7, 2024.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to Hibbett, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no order, judgment, or injunction, whether temporary, preliminary or permanent, by any court or other tribunal of competent jurisdiction will have been entered and will continue to be in effect that restrains, enjoins, prevents, prohibits or makes illegal the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. The Merger Agreement and the following description have been included in this Proxy Statement to provide investors with information regarding the terms of the Merger Agreement. Such information is not intended to provide any other factual information about Hibbett, Parent, Merger Sub or Ultimate Parent or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after April 23, 2024, which subsequent information may or may not be reflected in Hibbett’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in Hibbett’s filings with the SEC regarding Hibbett and its business. Please see the section entitled “Where You Can Find More Information” beginning on page 117 of this Proxy Statement.

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Hibbett, whereupon the separate existence of Merger Sub will cease, and Hibbett will continue as the Surviving Corporation, and will continue to be governed by the laws of Delaware.

The closing of the Merger will take place on the fourth business day after the satisfaction or waiver (to the extent permitted by applicable law) in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page 100 of this Proxy Statement), other than those conditions that by their nature are to be satisfied at or immediately prior to the closing of the Merger, but subject to the satisfaction or waiver of such conditions, or at such other date and time as Hibbett and Parent may agree in writing. Concurrently with the closing, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by Hibbett or Merger Sub under the DGCL in connection with the Merger. The Merger will become effective at such time as the certificate of merger is filed with the Secretary of State of the State of Delaware, or on such later date and time as Hibbett and Parent may agree and specify in the certificate of merger.

The Merger Agreement provides that the parties will take all necessary action such that the directors and officers of Merger Sub immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation as of the Effective Time and will hold such offices until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

At the Effective Time, subject to any applicable withholding tax, each share of Hibbett Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) Cancelled Shares and (ii) Dissenting Shares) will be automatically converted into the right to receive the Transaction Consideration.

The Merger Agreement provides that Hibbett’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time (unless otherwise mutually agreed by Parent and the applicable holder thereof):

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to Hibbett to act as paying agent (the “Paying Agent”) for the payment of the Transaction Consideration in the Merger and will enter into an agreement relating to the Paying Agent’s responsibilities under the Merger Agreement in form and substance reasonably satisfactory to Hibbett. Prior to or concurrently with the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Transaction Consideration payable in the Merger to holders of Hibbett Common Stock (other than Cancelled Shares and Dissenting Shares).

Upon surrender of certificates (or affidavits of loss in lieu thereof), together with the letter of transmittal, or book-entry shares to the Paying Agent and such other documents as may reasonably be required by the Paying Agent, the holder of such certificates or book-entry shares will be entitled to receive in exchange therefor the Transaction Consideration. In the event of a transfer of ownership of shares of Hibbett Common Stock that is not registered in the transfer or stock records of Hibbett, any cash to be paid upon due surrender of the certificate (or affidavit of loss in lieu thereof) or book-entry share formerly representing such shares of Hibbett Common Stock may be paid or issued, as the case may be, to such a transferee if such certificate (or affidavit of loss in lieu thereof) or book-entry share is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable. No interest will be paid or will accrue on the Transaction Consideration payable upon surrender of any certificate (or affidavit of loss in lieu thereof) or book-entry share. Until surrendered as contemplated by the Merger Agreement, each certificate and book-entry share will be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Transaction Consideration. No holder of book-entry shares will be required to deliver a certificate or an executed letter of transmittal to the Paying Agent to receive the Transaction Consideration that such holder is entitled to receive pursuant to the Merger Agreement.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. If any certificate has been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, in form and substance reasonably acceptable to Parent, and, if required by Parent or the Paying Agent, the posting by such person of a bond in customary amount as Parent or the Paying Agent may reasonably require as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such certificate, the Paying Agent, or, if subsequent to the termination of the payment fund, Parent, will deliver, in exchange for such lost, stolen or destroyed certificate, the Transaction Consideration to which the holder thereof is entitled pursuant to the exchange procedures in the Merger Agreement had such lost, stolen or destroyed certificate been surrendered.

These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

The Merger Agreement contains representations and warranties of Hibbett, Ultimate Parent, Parent and Merger Sub.

Certain of the representations and warranties in the Merger Agreement made by Hibbett are qualified by knowledge and/or “materiality” qualifications or a “Company Material Adverse Effect” clause. For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Hibbett, any event, change, development, circumstance or effect that, individually or in the aggregate with any other event, change, development, circumstance or effect, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, results of operations or financial condition of Hibbett and its subsidiaries, taken as a whole. No event, change, development, circumstance or effect will be deemed to constitute, nor will any of the foregoing be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect, to the extent that such event, change, development, circumstance or effect results from, arises out of, or relates to:

In the Merger Agreement, Hibbett has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in Hibbett’s disclosure letter to the Merger Agreement delivered in connection therewith (the “Company Disclosure Letter”). These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Hibbett that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

None of the representations and warranties contained in the Merger Agreement survive the consummation of the Merger, other than as set forth in the Merger Agreement.

The Merger Agreement provides that, prior to the earlier of the Effective Time and the termination of the Merger Agreement, except (i) as may be prohibited or required by applicable law, (ii) with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be required or expressly permitted by the Merger Agreement, or (iv) as set forth in the Company Disclosure Letter, Hibbett will and will cause each of its subsidiaries to, (A) use reasonable best efforts to (1) conduct the businesses of Hibbett and its subsidiaries in the ordinary course of business, (2) maintain its corporate existence in good standing pursuant to applicable law, (3) keep available, in all material respects, the services of its current officers and employees, taken as a whole, and (4) preserve, in all material respects, the goodwill and current relationships with its customers, suppliers, distributors, partners, lessors, creditors, contractors and others with whom Hibbett or any of its subsidiaries has business relations, taken as a whole, and (B) not:

In the Merger Agreement, Hibbett agreed that it will, and will cause its subsidiaries and each of its and their respective directors and officers to, and will instruct and use its reasonable best efforts to cause its and its subsidiaries’ other representatives to, after April 23, 2024:

None of the foregoing will prohibit Hibbett or its representatives from contacting any person or group of persons that has made a Company Takeover Proposal after April 23, 2024 solely to ascertain the facts or request clarification of the terms and conditions thereof so as to determine whether the Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal or to request that any Company Takeover Proposal made orally be in writing.

Notwithstanding anything to the contrary contained in the Merger Agreement, if, at any time prior to obtaining the Hibbett Stockholder Approval, Hibbett or any of its representatives receives a bona fide written Company Takeover Proposal from any person, which did not result from a breach of the relevant terms of the Merger Agreement, and if the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal and that the failure to take such action is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law, then Hibbett, its subsidiaries and their respective representatives may, (i) furnish information with respect to Hibbett and its subsidiaries to the person who has made such Company Takeover Proposal, including non-public information, if Hibbett receives from such person an executed confidentiality agreement containing terms that are not less restrictive in the aggregate to the other party than those contained in the confidentiality agreement with Parent; provided, that Hibbett will promptly, and in any event within 24 hours following the delivery to such person, make available to Parent any non-public information concerning Hibbett or any of its subsidiaries that is provided or made available to such person or its representatives unless such non-public information has been previously provided to Parent and (ii) engage in or otherwise participate in discussions or negotiations with the person making such Company Takeover Proposal, its representatives and any prospective debt and equity financing sources regarding such Company Takeover Proposal. In addition to Hibbett’s obligations under other provisions of the Merger Agreement, Hibbett will promptly, and in any event within 24 hours, notify Parent and Merger Sub if Hibbett commences furnishing non-public information or commences discussions or negotiations as provided for in the Merger Agreement.

Notwithstanding anything in the Merger Agreement, prior to, but not after, obtaining the Hibbett Stockholder Approval, following receipt of a bona fide written Company Takeover Proposal from any person, which did not result from a breach of the relevant provisions of the Merger Agreement and has not been withdrawn, the Board is entitled to, with respect to a Company Superior Proposal, either or both: (1) make a Company Adverse Recommendation Change (as defined below) or (2) terminate the Merger Agreement (subject to the payment of the Company Termination Fee by Hibbett) in order to enter into a definitive agreement for such Company Superior Proposal (in each case, if and only if, prior to taking such action, the Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that such Company Takeover Proposal constitutes a Company Superior Proposal and that failure to take such action is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law); provided, however, that, prior to taking either such action:

Any amendment or change to the financial terms or any other material terms of such Company Superior Proposal following the delivery of such prior written notice requires a new notice thereof and the Company will be required to comply again with the requirements described in the paragraph immediately above (except that the four (4) business day period above will be the longer of (A) the remainder of such four (4) business day notice period and (B) two (2) business days).

Notwithstanding anything to the contrary contained in the Merger Agreement, neither the Company nor any of its subsidiaries will enter into any acquisition agreement relating to a Company Superior Proposal unless the Merger Agreement has been, or is concurrently, terminated in accordance with its terms and the Company Termination Fee (as defined below) has been paid in accordance with the terms of the Merger Agreement.

As described above, and subject to the provisions described below, the Board has made the recommendation that the Company stockholders vote “FOR” the proposal to adopt the Merger Agreement (the “Company Board Recommendation”). The Merger Agreement provides that the Board will not effect a Company Adverse Recommendation Change (as defined below) except as described below.

Notwithstanding anything in the Merger Agreement to the contrary, other than in connection with a Company Takeover Proposal (as discussed above), the Board may, at any time prior to, but not after, obtaining the Hibbett Stockholder Approval, make a Company Adverse Recommendation Change in response to an event, change, development, circumstance or effect that was not known to, or reasonably foreseeable by, the Board (or if known, or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable to the Board) as of or prior to April 23, 2024, which event, development or change in circumstances becomes known to, or reasonably foreseeable by, the Board prior to the Stockholder Meeting (an “Intervening Event”), if, prior to taking such action, the Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law; provided, however, that, prior to taking such action:

The Merger Agreement does not restrict the Company or the Board from complying with its disclosure obligations under federal or state law with regard to a Company Takeover Proposal, including (i) taking and disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation MA promulgated under the Exchange Act or (ii) making any “stop, look and listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act if, in either case, the Board determines in good faith, after consultation with outside legal counsel, that the failure to do so is reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law or obligations of the Company or the Board under applicable federal securities law.

During the Benefits Continuation Period, the Surviving Corporation will provide, or cause to be provided, to each employee of the Company and its subsidiaries who continues as an employee of the Surviving Corporation or any of its subsidiaries during all or a portion of the Benefits Continuation Period (the “Continuing Employees”), (i) target compensation levels (consisting of base salary and target bonus and other incentive (including equity-based) compensation opportunities) that will not be materially less favorable in the aggregate than the compensation (consisting of base salary and target bonus and other incentive (including equity-based)

The Surviving Corporation will (i) use commercially reasonable efforts to waive, or cause to be waived, any applicable pre-existing condition exclusions and waiting periods with respect to participation and coverage requirements in any replacement or successor welfare benefit plan of the Surviving Corporation or any of its affiliates in which a Continuing Employee is eligible to participate following the Effective Time to the extent such exclusions or waiting periods were inapplicable to, or had been satisfied by, such Continuing Employee immediately prior to the Effective Time under the analogous benefit plan of the Company in which such Continuing Employee participated, (ii) use commercially reasonable efforts to provide, or cause to be provided, each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time (to the same extent such credit was given under such analogous benefit plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements, and (iii) recognize, or cause to be recognized, service prior to the Effective Time with the Company or any of its subsidiaries for purposes of eligibility to participate, vesting, determination of level of benefits and benefits accrual to the same extent such service was recognized by the Company or any of its Subsidiaries under such analogous benefit plan in which such Continuing Employee participated immediately prior to the Effective Time; provided, however, that no such credit will be provided (A) to the extent that such credit would result in any duplication of benefits for the same period of service, (B) for purposes of benefit accrual under any defined benefit plan, (C) for purposes of any benefit plan that is a frozen plan or that provides benefits to a grandfathered employee population or (D) for purposes of participation in Parent’s equity-based compensation programs.

From and after the Effective Time, Parent will honor, and cause its subsidiaries to honor, in accordance with its terms, (i) each employment, change in control, severance and termination protection plan, policy or agreement of or between the Company or any of its subsidiaries and any current or former officer, director or employee, including those identified in the Company Disclosure Letter, (ii) all obligations in effect as of the Effective Time under any equity-based or bonus plans, programs or agreements of the Company or any of its Subsidiaries, and (iii) all obligations in effect as of the Effective Time pursuant to outstanding retention plans, programs or agreements, and all vested and accrued benefits under any employee benefit, employment compensation or similar plans, programs, agreements or arrangements of the Company or any of its subsidiaries. Parent and Merger Sub acknowledge that the consummation of Merger and the other transactions will constitute a change in control of the Company under the terms of the Company’s employee plans, programs, arrangements and contracts containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction.

Under the Merger Agreement, Parent will cause the Surviving Corporation and each of its subsidiaries, for a period commencing at the Effective Time and ending 90 days thereafter, not to effectuate a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) affecting in whole or in part any site of employment, facility, or operating unit of the Surviving Corporation or any of its subsidiaries, and must cause the Surviving Corporation and each of its subsidiaries not to take any such action after such 90 day period without complying with all provisions of the WARN Act.

Notwithstanding any other provision of the Merger Agreement to the contrary, Parent will or will cause the Surviving Corporation to provide Continuing Employees whose employment terminates during the Benefits Continuation Period with severance benefits no less favorable than the severance benefits that would have been provided in accordance with the Company’s past practices or any severance plans, policies or commitments applicable to such Continuing Employee immediately prior to the Effective Time, if any.

The Company, Parent and Merger Sub have agreed to use, and to cause their respective subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, as promptly as practicable, all actions necessary, proper or advisable to consummate the Merger as promptly as practicable and in any event by no later than the End Date, including to use their respective reasonable best efforts to, as promptly as practicable, (i) cause all of the conditions to the closing of the Merger set out in the Merger Agreement to be satisfied, (ii) prepare and file all filings and submissions under the HSR Act, (iii) obtain all consents, approvals, orders, actions or nonactions (including the expiration or termination of any waiting periods), waivers and clearances required under the HSR Act, and (iv) subject to obtaining the prior approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed) as to the form and content of all communications and notifications, obtain all necessary material consents or waivers from non-governmental entity third parties (provided, that in no event will the Company or its subsidiaries be obligated to pay or to commit to pay to any person whose consent or waiver is being sought any cash or other consideration, or make any accommodation or commitment or incur any liability or other obligation to such person in connection with such consent or waiver).

The foregoing obligations to use “reasonable best efforts” mean that Parent will, and will cause its affiliates to, use its reasonable best efforts (i) to contest or resist, including through pursuing litigation on the merits, any proceeding asserted or threatened by any governmental entity or any other person under antitrust laws (including pursuing all available avenues of administrative or judicial appeal) that seeks to prevent, restrain, impede, delay, enjoin, or otherwise prohibit the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, and (ii) to avoid entry of, or to have vacated or terminated, any order (whether temporary, preliminary or permanent) entered, issued or threatened that would prevent, restrain, impede, delay, enjoin or otherwise prohibit the consummation of the Merger or any of such other transactions prior to the End Date or otherwise materially delaying the closing or delaying the Effective Time beyond the End Date.

The Company will, and will cause its subsidiaries, and will direct its and their respective representatives to, upon reasonable advance notice, afford Parent and its representatives (at Parent’s and its representatives’ sole cost and expense) reasonable access during normal business hours, throughout the period prior to the Effective Time, in a manner that does not unreasonably interfere with the business or create unreasonable risk of damage to the assets

Notwithstanding the foregoing, the Company will not be required to provide access to or make available to any person any document or information that, in the reasonable and good faith judgment of the Company, (i) would violate, in any material respect, any of its obligations with respect to any applicable law or order, (ii) would violate any of its material obligations with respect to confidentiality or the terms of any contract or (iii) would jeopardize any attorney-client or work-product privilege; provided, that with respect to the foregoing clauses (i) through (iii), the Company will use its reasonable best efforts to (A) obtain the required consent of any such third party to provide such disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company and (C) in the cases of clauses (i) and (iii), implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean team procedures, redaction (solely to the extent necessary) or entry into a customary joint defense agreement with respect to any information to be so provided, if the parties determine that doing so would reasonably permit the disclosure of such information without violating any applicable law or order or jeopardizing such privilege.

Under the Merger Agreement, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and related rights to advancement of expenses now existing in favor of any present or former director or officer of the Company as of the Effective Time and any of its subsidiaries and any other person entitled to indemnification under the Company’s or its subsidiaries’ respective organizational documents (collectively, the “Company Indemnified Parties”) or any indemnification agreements in existence as of the date of the Merger Agreement between such Company Indemnified Party and the Company or any of its subsidiaries, will survive the transactions contemplated by the Merger Agreement and will continue in full force and effect in accordance with their terms, and will not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of such Company Indemnified Parties.

From and after the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted by applicable law, each Company Indemnified Party against any costs or expenses or other liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to the fact that such person is or was a Company Indemnified Party and pertaining to matters existing or occurring or actions or omissions taken at or prior to the Effective Time, including (i) the transactions contemplated by the Merger Agreement, and (ii) actions to enforce indemnification rights provided for by the Merger Agreement and any other indemnification or advancement right of any Company Indemnified Party, and the Surviving Corporation will, and Parent will cause the Surviving Corporation to, also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted by applicable law; provided, that, to the extent required by applicable law, the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such Company Indemnified Party is not entitled to indemnification.

Prior to the Effective Time, the Company may and, if the Company does not, Parent must cause the Surviving Corporation to, promptly following the Effective Time, obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years from and after the Effective Time from an

As promptly as reasonably practicable after the SEC advises that it has no further comments on this Proxy Statement or that the Company may commence mailing this Proxy Statement, the Company, acting through the Board or any committee thereof, and in accordance with applicable law and the rules and regulations of Nasdaq, will, subject to the applicable provisions of the Merger Agreement, establish a record date for, duly call, give notice of, convene and, within 25 business days following the mailing of this Proxy Statement (unless otherwise agreed to in writing by Parent and the Company), hold a meeting of the stockholders of the Company for the purpose of seeking the Hibbett Stockholder Approval (the “Stockholder Meeting”).

If Parent chooses to seek debt financing in connection with the Merger (the “Debt Financing”), the Company has agreed to use, and has agreed to cause its subsidiaries to use, commercially reasonable efforts to provide Parent and Merger Sub, or any of their respective affiliates, with such cooperation as is reasonably requested by Parent or Merger Sub, including with respect to the following:

Notwithstanding the foregoing, neither the Company nor any of its subsidiaries will be required to (i) waive or amend any terms of the Merger Agreement or any other contract, provide any additional security or guaranties or agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement by or on behalf of Parent; (ii) enter into any definitive agreement or distribute any cash (in the case of the definitive agreements, to the extent any such agreement is effective prior to the Effective Time, or that would be effective if the closing does not occur and other than customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors); or (iii) take any action that, in the good faith determination of the Company, would interfere with the conduct of the business of the Company and its subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its subsidiaries. In addition, (A) no action, liability or obligation of the Company, any of its subsidiaries or any of their respective representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time, (B) neither the Company nor any of its subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument that is not contingent on the occurrence of the closing or that must be effective prior to the Effective Time, and (C) any bank information memoranda required in relation to the Debt Financing will contain disclosure and financial statements reflecting the Surviving Corporation or its subsidiaries as the obligors.

Parent will, promptly upon request by the Company, reimburse the Company and its affiliates for any documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by them prior to closing in connection with their cooperation in arranging the Debt Financing.

Parent agreed to indemnify and hold harmless the Company and its subsidiaries, and each of their respective representatives, from and against all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Debt Financing or the provision of information utilized in connection therewith.

The respective obligations of each party to effect the Merger will be subject to the fulfillment (or waiver by Hibbett and Parent, to the extent permissible under applicable law) at or prior to the closing of the following conditions:

The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction or, to the extent permitted by applicable law, waiver by Parent at or prior to the closing of the following conditions:

The obligations of Hibbett to effect the Merger are further subject to the satisfaction or, to the extent permitted by applicable law, waiver by Hibbett at or prior to the closing of the following conditions:

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (except as otherwise expressly noted), only as follows, and subject to any required authorizations of the Board or the board of directors of Merger Sub to the extent required by the DGCL, as applicable:

In the event of any termination of the Merger Agreement pursuant to the relevant provisions thereof, the Merger Agreement will terminate and become void and of no effect (except that the confidentiality agreement between the parties and provisions of the Merger Agreement relating to the absence of any other representations or warranties by each of Hibbett, Parent, Merger Sub and Ultimate Parent, the confidentiality agreement between the parties, reimbursement and indemnification in connection with financing cooperation, effect of termination, the Company Termination Fee, the Parent Termination Fee and certain other procedural provisions will survive any termination), and there will be no other liability on the part of Hibbett, on the one hand, or Parent or Merger Sub, on the other hand, to the other except as provided in provisions of the Merger Agreement relating to the Company Termination Fee and the Parent Termination Fee; provided, however, that, termination of the Merger Agreement (other than upon receipt of the Company Termination Fee by Parent or the Parent Termination Fee by Hibbett, as applicable, in the case of (i) a termination under any provision of the Merger Agreement under which payment of the Company Termination Fee or the Parent Termination Fee is required or (ii) a termination at a time at which the Merger Agreement is then terminable under any provision thereunder that would trigger Hibbett’s obligation to pay the Company Termination Fee or Parent’s obligation to pay the Parent Termination Fee) will not relieve any party from any liability for any willful and material breach of any provision of the Merger Agreement or fraud occurring prior to such termination.

If the Merger Agreement is terminated in specified circumstances, either Hibbett or Parent may be required to pay a termination fee.

Hibbett would be entitled to receive the Parent Termination Fee from Parent, and such fee is guaranteed by JD Sports, if the Merger Agreement is validly terminated by Hibbett or Parent:

If either Hibbett or Parent fails to pay the Company Termination Fee or Parent Termination Fee, respectively, and in order to obtain such payment, Parent or Hibbett, as applicable, commences a suit that results in a judgment against the other party for the payment of such fee, such paying party must reimburse the non-paying party for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in connection with the collection under and enforcement under the applicable provisions of the Merger Agreement plus interest.

Each of the parties to the Merger Agreement is entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (including the obligation of the parties to consummate the transactions contemplated by the Merger Agreement and the obligation of Parent and Merger Sub to pay, and Hibbett’s stockholders’ right to receive, the aggregate consideration payable to them pursuant to the transactions contemplated by the Merger Agreement, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement), without proof of actual damages (in addition to any other remedy to which any party is entitled at law or in equity). Notwithstanding anything to the contrary in the Merger Agreement, if any party brings a proceeding to enforce specifically the performance of the terms and provisions of the Merger Agreement (other than an action to specifically enforce any provision that expressly survives termination of the Merger Agreement), the End Date will automatically be extended to (i) the twentieth (20th) business day following the resolution of such proceeding or (ii) such other time period established by the court presiding over such proceeding.

Ultimate Parent has absolutely, unconditionally and irrevocably guaranteed to Hibbett the due and timely payment, performance and discharge of all obligations of Parent, Merger Sub and their respective successors and permitted assigns under the Merger Agreement, including any monetary damages (including the Parent Termination Fee) to the extent recoverable in the event of termination of the Merger Agreement under circumstances allowing claims for monetary damages, in all cases, subject to and in accordance with the relevant provisions of the Merger Agreement (such guarantee, the “Ultimate Parent Guarantee”). Should Parent, Merger Sub or any of their respective successors or permitted assigns default in the timely discharge or performance of their respective obligations under the Merger Agreement, in whole or in part, Ultimate Parent will fully and punctually discharge and perform such obligations. The Ultimate Parent Guarantee will remain in full force and effect until all such obligations have been paid and performed in full.

Except for the provisions described above in the section entitled “Terms of the Merger Agreement—Enforcement Expenses” beginning on page 104 of this Proxy Statement, whether or not the Merger is consummated, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses. However, Parent will be responsible for all filing fees under the HSR Act.

The Merger Agreement provides that, at any time prior to the Effective Time, any provision of the Merger Agreement may be amended or waived, but only if such amendment or waiver is in writing and signed, in the case of an amendment, by Hibbett, Parent and Merger Sub or, in the case of a waiver, by the party waiving such provision; provided, however, that (i) in the event that the Merger Agreement has been approved by the stockholders of Hibbett in accordance with the DGCL, no amendment will be made to the Merger Agreement that requires the approval of such stockholders without such approval. In addition, any amendment to certain sections of the Merger Agreement that would affect the rights of a debt financing source under such section in a manner that is adverse to such debt financing source, must also be approved by such debt financing source.

At any time and from time to time prior to the Effective Time, either Hibbett, on the one hand, or Parent and Merger Sub, on the other hand, may, to the extent permissible by applicable law and except as otherwise set forth in the Merger Agreement, (a) extend the time for the performance of any of the obligations or other acts of Parent or Merger Sub, in the case of an extension by Hibbett, or of Hibbett, in the case of an extension by Parent and Merger Sub, as applicable, (b) waive any inaccuracies in the representations and warranties made to such party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement, and (c) waive compliance with any of the agreements or conditions for the benefit of any such party contained in the Merger Agreement. Notwithstanding the foregoing, no failure or delay by any party to the Merger Agreement in exercising any right of amendment, waiver or extension will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any other right under the Merger Agreement.

Each of the parties to the Merger Agreement has irrevocably agreed that any proceeding with respect to the Merger Agreement and the rights and obligations arising thereunder, or recognition and enforcement of any judgment in respect of the Merger Agreement and the rights and obligations arising thereunder brought by the other party to the Merger Agreement or its successors or assigns, must be brought and determined exclusively in the Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties to the Merger Agreement has irrevocably submitted to the personal jurisdiction of such courts and agrees that it will not bring any action relating to the Merger Agreement or the transactions contemplated by the Merger Agreement in any court other than such courts. Each of the parties to the Merger Agreement has irrevocably waived, and agreed not to assert (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the proceeding in such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper or (C) the Merger Agreement, or the subject matter thereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties to the Merger Agreement has consented to the service of process in accordance with the relevant provisions of the Merger Agreement.

The Merger Agreement and all claims or causes of action (whether at law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to the Merger Agreement, the negotiation, execution or performance thereof or the transactions contemplated by the Merger Agreement, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 14A of the Exchange Act and Rule 14a-21 thereunder, which were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that Hibbett provide Hibbett stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the payment of certain compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger, as disclosed in the section entitled “Proposal 1: Adoption of the Merger Agreement—Interests of the Directors and Executive Officers of Hibbett in the Merger—Quantification of Payments and Benefits” beginning on page 75 of this Proxy Statement.

Hibbett stockholders are asked to indicate their approval of the compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger. These payments are set forth in the section entitled “Proposal 1: Adoption of the Merger Agreement—Interests of the Directors and Executive Officers of Hibbett in the Merger—Quantification of Payments and Benefits” beginning on page 75 of this Proxy Statement and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Hibbett’s overall compensation program for its named executive officers, and previously have been disclosed to Hibbett stockholders as part of the “Compensation Discussion and Analysis” and related sections of Hibbett’s annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board, which is composed solely of independent directors, and are believed to be reasonable and in line with marketplace norms.

Hibbett stockholders should note that this proposal is not a condition to consummation of the Merger, and as an advisory vote, the result will not be binding on Hibbett, the Board or Parent. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, Hibbett’s named executive officers will be eligible to receive the compensation that is based on, or otherwise relates to, the Merger in accordance with the terms and conditions applicable to those payments.

The affirmative vote of the holders of a majority in voting power of the Hibbett Common Stock entitled to vote thereon, which are present or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger.

The Board recommends that you vote “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Hibbett to its named executive officers in connection with the Merger.

Hibbett stockholders are being asked to approve a proposal providing for one or more adjournments of the Special Meeting from time to time, if necessary or appropriate in the view of the Board, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained. If this proposal is approved, the Special Meeting could be successively adjourned to another time and place. Pursuant to the Merger Agreement, Hibbett may adjourn, delay or postpone the Special Meeting (1) with the consent of Parent, (2) if, as of the time the Special Meeting is scheduled, there are insufficient shares of Hibbett Common Stock represented (either in person or by proxy) to constitute a quorum necessary to do business at the Special Meeting, (3) if, as of the time of the Special Meeting is scheduled, there are insufficient shares of Hibbett Common Stock with respect to which proxies have been submitted to approve the adoption of the Merger Agreement, (4) if the Board determines in its good faith judgment that failure to adjourn, delay or postpone the Special Meeting would be inconsistent with its fiduciary duties under applicable law, or (5) if the Board determines in its good faith judgment that such adjournment, delay or postponement is necessary for the filing and mailing of any supplemental or additional disclosure reasonably likely to be necessary or appropriate under applicable law to be disseminated to and reviewed by Hibbett stockholders prior to the Special Meeting. If the Special Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. In addition, the Board may postpone the Special Meeting before it commences in accordance with Hibbett’s bylaws.

The vote on the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, is a vote separate and apart from the proposal to adopt the Merger Agreement. Hibbett does not anticipate calling a vote on this proposal if the proposal to adopt the Merger Agreement is approved by the requisite number of shares at the Special Meeting.

Approval of the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, requires the affirmative vote of the holders of a majority in voting power of the Hibbett Common Stock entitled to vote thereon, which are present or represented by proxy, at the Special Meeting, provided a quorum is present. The failure of any stockholder of record to grant a proxy electronically over the Internet or by telephone, submit a signed proxy card, or to vote by virtual ballot at the Special Meeting will not have any effect on the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate. Abstentions will be counted as votes against the proposal. Because the proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on the adjournment proposal.

The Board recommends a vote “FOR” the approval of the proposal to approve one or more adjournments of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or to seek a quorum if one is not initially obtained, if a vote on such proposal is called.

The following tables set forth certain information with respect to those persons that we know to be the beneficial owners (as defined by Rule 13d-3 under the Exchange Act) of more than 5% of the outstanding shares of Hibbett Common Stock, our only voting security, and with respect to the beneficial ownership of Hibbett Common Stock by all directors and nominees, each of the named executive officers and all of our executive officers, directors, and director nominees as a group. The information set forth below is based on ownership information we received as of May 22, 2024 (except as otherwise noted below) and the number of shares of Hibbett Common Stock outstanding as of May 22, 2024. Unless specified otherwise, the shares indicated are presently outstanding, and each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned. Unless otherwise noted, the address of each beneficial owner is c/o Hibbett, Inc., 2700 Milan Court, Birmingham, AL 35211.