# JD Group ![img-0.jpeg](img-0.jpeg) ![img-1.jpeg](img-1.jpeg) # LOCUSED READY ![img-2.jpeg](img-2.jpeg) ![img-3.jpeg](img-3.jpeg) JD SPORTS FASHION PLC ANNUAL REPORT & ACCOUNTS 2026 --- # FOCUSED. READY. Built from a single store in Bury, Manchester back in 1981, JD Group ('JD') has grown into a leading global omni-channel retailer in Sports Fashion with over 4,800 stores worldwide. Our success is built on a deep connection with youth culture – driven by sport, music and fashion – and strengthened by long-standing partnerships with iconic global brands like Nike, adidas, New Balance and Asics. These collaborations allow us to offer exclusive styles and early access to high-demand products, reinforcing JD's position at the forefront of global trainer and streetwear culture. JD doesn't just sell products; it builds communities, curates experiences and sets trends across markets worldwide. ![img-4.jpeg](img-4.jpeg) # CONTENTS ## STRATEGIC REPORT - At a Glance 2 - Highlights 6 - Investment Case 7 - Chair's Statement 8 - Chief Executive Officer's Review 10 - Market Review 18 - Our Business Model 20 - Our Strategy 22 - Strategy in Action 24 - Key Performance Indicators 32 - Chief Financial Officer's Statement 34 - Principal Risks 44 - Assessment of the Group 50 - ESG 52 - Section 172 Statement 74 - Stakeholder Engagement 76 - Non-Financial and Sustainability 81 - Information Statement ## GOVERNANCE REPORT - Governance at a Glance 82 - Chair's Introduction to Governance 83 - Board of Directors 84 - Senior Leadership Team 86 - Corporate Governance Report 88 - Nominations Committee Report 94 - Audit & Risk Committee Report 96 - ESG Committee Report 102 - Directors' Remuneration Report 104 - Directors' Report 124 - Statement of Directors' Responsibilities 127 - Independent Auditor's Report 128 ## FINANCIAL STATEMENTS - Consolidated Income Statement 139 - Consolidated Statement of Comprehensive Income 139 - Consolidated Statement of Financial Position 140 - Consolidated Statement of Changes in Equity 141 - Consolidated Statement of Cash Flows 142 - Notes to the Consolidated Financial Statements 143 - Company Balance Sheet 206 - Company Statement of Changes in Equity 207 - Notes to the Company Financial Statements 208 ## GROUP INFORMATION - Alternative Performance Measures 222 - Financial Calendar 229 - Shareholder Information 229 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 ![img-5.jpeg](img-5.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # At a Glance ## WHAT MAKES US UNIQUE ### OUR VISION **Connect globally** **Inspire locally** **Empower individually** JD seeks to inspire the emerging generation of globally minded consumers through a connection to the universal culture of sport, music and fashion. ### OUR MISSION Continuously set the global standard for retail experience through best-in-class operations, connected consumer experiences and the unique delivery of the world's most authentic brands to the market. ### OUR FASCIAS #### JD ![img-6.jpeg](img-6.jpeg) From the North West of England to the West Coast of America, JD stores strive to provide our customers with the latest exclusive products from the best global brands. #### COMPLEMENTARY ATHLEISURE ![img-7.jpeg](img-7.jpeg) These fascias complement our JD fascia within premium sports fashion. While they sell similar brands to the JD fascia, they do it in locations and areas not necessarily suitable for the JD fascia, extending our reach within the global sportswear market without diluting the focused proposition of the JD fascia. Our complementary athleisure concepts include Hibbett, DTLR and Shoe Palace in North America, together with MIG and Courir in Europe. #### SPORTING GOODS AND OUTDOOR ![img-8.jpeg](img-8.jpeg) Our sporting goods and outdoors businesses provide a greater reach for the Group with a wider customer base, extended brand and product offering, and location coverage. Our sporting goods businesses include ISRG (Sprinter in Spain and Sport Zone in Portugal) and Cosmos (Greece and Cyprus), while our outdoor businesses in the UK include Outdoors, Blacks and Millets. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # OUR MARKETS ![img-9.jpeg](img-9.jpeg) NORTH AMERICA Revenue £4,779m Stores 2,519 ![img-10.jpeg](img-10.jpeg) EUROPE Revenue £4,246m Stores 1,562 ![img-11.jpeg](img-11.jpeg) UK Revenue £3,110m Stores 615 ![img-12.jpeg](img-12.jpeg) ASIA PACIFIC Revenue £527m Stores 115 ![img-13.jpeg](img-13.jpeg) REVENUE BY REGION NORTH AMERICA EUROPE UK ASIA PACIFIC ![img-14.jpeg](img-14.jpeg) REVENUE BY CHANNEL RETAIL STORES ONLINE OTHER ![img-15.jpeg](img-15.jpeg) REVENUE BY CATEGORY FOOTWEAR APPAREL ACCESSORIES OTHER Countries of operations 51 Total stores 4,811 Colleagues 96k+ We operate JD stores in Indonesia, the Philippines, Qatar, Bahrain, Egypt, UAE, KSA and South Africa via franchise agreements. In addition, Courir has franchises operating in Algeria, Egypt, UAE, Kuwait, Qatar, Cote d'Ivoire, Senegal, Morocco, Mauritius, Tunisia, and departments of France (Guiana, Guadeloupe, Martinique, Saint Martin and Réunion). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # At a Glance continued # OUR FASCIAS OUR FASCIAS ACROSS JD GROUP INCLUDE: ![img-16.jpeg](img-16.jpeg) ![img-17.jpeg](img-17.jpeg) JD is a sports fashion, multi-brand, multi-channel retailer of sports and casual wear, combining globally recognised and emerging brands with strong private labels to provide an elevated consumer experience. JD is an industry-leading retail business which combines the best of physical and digital retail to give a compelling consumer proposition, enabling its customers to shop seamlessly across all channels. ![img-18.jpeg](img-18.jpeg) JD acquired Finish Line in 2018, recognising it as a leader in premium, multi-branded, athletic footwear, apparel and accessories in the US. Since acquisition, Finish Line has been a platform for the roll-out of JD through store conversions. It is also the exclusive partner of athletic shoes for Macy's, one of the premier department store operators in the US, operating 'Finish Line at Macy's' concessions. ![img-19.jpeg](img-19.jpeg) JD Gyms offers seriously stylish, seriously affordable, award-winning fitness facilities across the UK and plays host to a bespoke mix of industry-leading equipment and an exciting range of fitness classes. ![img-20.jpeg](img-20.jpeg) size? Established in 2000, Size? specialises in supplying the finest products from the best brands in footwear, apparel and accessories. Initially set up to trial edgier product collections before introducing them to the mass market through the JD fascia, the Size? offer has since grown to include its own roster of highly sought-after worldwide exclusive product releases. Outside of the UK, Size? has stores in Canada, Denmark, France, Ireland, Italy, the Netherlands and Spain. # FOOTPATROL ![img-21.jpeg](img-21.jpeg) Footpatrol is famous for supplying the sneaker fraternity with the most desirable footwear, apparel and accessories, specialising in new and classic sneakers, limited editions, Japanese exclusives and rare deadstock. The original Footpatrol store is based in the heart of Soho on Berwick Street, which is complemented by a second store on the fashionable Rue de Temple in Paris. ![img-22.jpeg](img-22.jpeg) Livestock is renowned in Canada as the premier destination for limited-release and classic sneakers, complemented by a premium apparel offering. ![img-23.jpeg](img-23.jpeg) Mainline is one of the leading UK retailers specialising in men's designer clothing, footwear and accessories. Official stockists of some of the biggest designer labels. ![img-24.jpeg](img-24.jpeg) The HIP Store curates modern lifestyle brands from around the world. Since the store opened in 1987, our portfolio has centred around fascinating labels with compelling stories, unique versions of craftsmanship and a clear focus on quality. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # COMPLEMENTARY CONCEPTS ## COMPLEMENTARY ATHLEISURE ### HIBBETT Headquartered in Birmingham, Alabama, Hibbett is a leading sports fashion-inspired retailer in North America. Hibbett broadens the consumer reach of the JD Group in the region through its stores located in underserved communities. ### DTLR DTLR is a Baltimore-based streetwear retailer specialising in athletic footwear and apparel. It operates stores across the Northern and Eastern US including stores transferred from City Gear. Originally Downtown Locker Room, DTLR rebranded and merged with Philadelphia's Sneaker Villa Inc. in 2017. ### JD SHOERALACE Shoe Palace is a West Coast retailer of branded sports footwear and apparel. It has a strong presence in Texas, Nevada, Arizona, Florida, Colorado, New Mexico and Hawaii, and connection to Hispanic and Latino communities. ### Sizeer Sizeer is a premium, sneaker-focused fascia operated by Marketing Investment Group ('MIG'), an acquisition made by JD in 2021, present in stores across Central and Eastern Europe. ### COURIR Established in 1980, Courir is a leading player in the European sports footwear and apparel sector with 311 stores. A premier destination of choice for women thanks to concept stores tailored to their needs and collaborations specifically designed for them. ### NICE From humble beginnings, Nice Kicks started in the Spring of 2006 in a spare bedroom with one mission to provide shoe enthusiasts with authoritative, accurate and credible news, information and history about sneakers. ## SPORTING GOODS AND OUTDOOR ### Sprinter Sprinter is one of the leading sports retailers in Spain, selling footwear, apparel, accessories and equipment for a wide range of sports as well as lifestyle casual wear and childrenswear. Its offer includes both international sports brands and successful private labels. ### SPORT ZONE Sport Zone is a well-established and leading sports retailer in Portugal offering a multi-branded, footwear, accessories and equipment range across multiple sports. ### GO Outdoors Go Outdoors ('GO') focuses on innovation and authenticity while never losing sight of the consumer value expectation. Whether it's walking, camping, cycling, fishing or horse riding, GO is always looking for fresh ideas to keep things fun. It stocks exclusive brands such as North Ridge and Peter Storm. ### Blacks Blacks is a long-established retailer of specialist outdoor apparel, footwear and equipment. Blacks largely stocks more technical products from premium brands such as Berghaus and The North Face, helping outdoor participants reach their goals, no matter how high. ### millets For well over a century, Millets has been providing the UK with the latest and best in outdoor clothing, footwear and equipment, bringing family and friends together for adventure and exploration in the outdoors. ### deporvillage Deporvillage is a specialist online sports retailer focused primarily on cycling, running and outdoor, with broader ranges spanning sports equipment, apparel, footwear and accessories. ![img-25.jpeg](img-25.jpeg) Tiso is Scotland's leading adventure sports retailer specialising in outdoor, mountain, skiing and cycling. Originally founded in 1962, its reputation for quality has been established over 60+ years. The Tiso group is based in Scotland but includes the iconic George Fisher store in the English Lake District. ### Ultimate Outdoors Ultimate Outdoors is a one-stop shop for outdoor enthusiasts, from casual park strolls to mountain adventures. Stocking top brands like Rab, The North Face and Merrell, it equips customers for every level of outdoor pursuit. ### FISHING REPUBLIC Fishing Republic offers top value and choice for UK anglers through three standalone stores and concessions in Go Outdoors. Known for expert advice, it provides a wide range of gear in store and online for all angling styles – from carp and coarse to sea, fly and predator fishing. ### Naylors FOURTH OF COUNTRY / PET Naylors has built a reputation for providing quality equestrian apparel, footwear, tack and horse supplies. Whether you are a happy hacker, a competitive rider, or simply love to get outdoors in the countryside, Naylors is your go-to store, for all things equestrian, country and pets. Naylors stocks brands including Ariat, Horseware, WeatherBeeta, Barbour and Dubarry. ### COSMOS The history of Cosmos Sport starts more than 40 years ago, in Hersonissos, Heraklion. Now covering Greece and Cyprus, Cosmos Sport has 6 retail brands in its portfolio, with 85 stores. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Highlights ## PERFORMANCE SUMMARY For more information, see pages 34 to 43 | Revenue £m | Operating profit £m | Operating margin before adjusting items after interest on lease liabilities¹* | | --- | --- | --- | | £12,662m +10.5% | £787m (12.8)% | 7.0% (120)bps | | Profit before tax and adjusting items* | Basic earnings per share (pence) | Free cash flow² | | £852m (7.7)% | 8.63p (9.2)% | £462m +36% | ## STRATEGIC HIGHLIGHTS For more information, see pages 24 to 31 1. JD BRAND FIRST Focusing on putting the JD brand at the forefront of premium sports fashion and expanding the global store footprint, ensuring JD is the first choice for consumers across the globe. 2. COMPLEMENTARY CONCEPTS Strengthening our sports fashion offer and reach through our Complementary Athleisure fascias in the US and Europe, enhancing our Sporting Goods proposition across Europe and sharpening our Outdoor portfolio in the UK. 3. BEYOND PHYSICAL RETAIL investing in our systems, technology and cyber security, and optimising our supply chain to support our digital transformation. Developing JD’s omni-channel offer to increase and enhance our customer interactions Beyond Physical Retail, and leveraging loyalty, data and AI to support future growth. 4. PEOPLE, PARTNERS AND COMMUNITIES Supporting our People, Partners and Communities and building on the great team that we have at JD, without whom JD’s success would not be possible. We will continue to recruit from the communities we serve, offer internal development and progression, and recognise and reward our talent. 5. 9m+ JD STATUS loyalty programme active accounts globally 6. 72% Global engagement survey score 1. These Key Performance Indicators (KPIs) are presented with FY26 & FY25 audited 52 week basis to aid comparability. Further information including a reconciliation to statutory measures is included in the Alternative Performance Measures section on pages 222 to 228. 2. The Group has updated its cash flow KPI from operating cashflow net of lease repayments to free cash flow, reflecting a more widely used measure of cash generation. This change better aligns the KPI with how performance is assessed internally and supports comparability with peers across the FTSE. Further information and the full definition are included on page 33. ** Indicates the use of a term defined and explained in the Alternative Performance Measures section on pages 222 to 228 along with a reconciliation to statutory measures. Further information regarding adjusting items is provided in Note 4 to the financial statements from page 154. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Investment Case ![img-26.jpeg](img-26.jpeg) ## Strong global footprint across growing markets JD Group ('JD') operates at global scale with our own operations in 36 countries (excluding locations where we have franchised stores), and nearly £13bn in revenue. While the global sports fashion market has matured after many years of high growth, it remains structurally attractive, supported by dynamic and long-term casualisation & active lifestyle trends. With 75% of revenue from North America, Europe and Asia Pacific, we have significant runway to further grow our sales and market share in these regions. ## Accelerating multiple levers to drive sales growth We are accelerating a broad programme of strategic initiatives across marketing, product ranging, digital and data, loyalty and personalisation, AI-enabled capabilities and store footprint optimisation. These levers deepen customer engagement, enhance conversion and basket size, and increase the productivity of our stores and online channels, supporting sustained, market-beating sales growth. ## Leveraging an agile, multi-brand and multi-strategy business model Our multi-brand model is more diverse than ever, enabling JD to partner with both global leaders and emerging brands, thereby "winning with the winner". We benefit from strong brand relationships, premium product allocations, exclusive product (informed by our unique customer insights), and added resilience and relevance via our multi-category assortment (with apparel sales penetration now at 30%). Our retail-first model - buying deep, not wide - keeps us agile and ahead of fashion trends. ## Driving growth through a customer-focused omni-channel proposition JD's omni-channel proposition combines vibrant, theatrical stores - where sports fashion meets music and youth culture - with cutting-edge digital experiences. With online representing 21% of sales, and more touchpoints through click & collect and ship-from-store, we are strengthening our ecosystem to meet customers wherever and however they choose to shop. Our global e-commerce re-platforming and AI-driven agentic commerce initiatives will further enhance discovery, personalisation, speed and convenience for our customers. ## Enhancing operational efficiency to strengthen profitability We have a growing track record of discipline and agility across our operating cost management, store productivity initiatives and supply chain optimisation. Our focused approach positions us to expand our profitability over time, particularly in Europe and North America where we see the most runway for operational efficiency improvements. ## Prioritising cash generation and enhanced shareholder returns JD's resilient business model generated over £1.3bn of operating cash flow and £462m of free cash flow in FY26. Net leverage stands at 1.4x, with net cash (excluding leases) of £311m. We expect to continue generating significant free cash flow over the medium term, supported by profit growth and more effective working capital management. This underpins our commitment to continue delivering significant cash returns to shareholders. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chair's Statement ![img-27.jpeg](img-27.jpeg) Andrew Higginson Chair > “We keep pushing forward and aim to lead, not follow trends – to meet the needs of our customers whilst delivering strong returns for our shareholders.” > > Andrew Higginson > Chair # FOCUSED. During FY26, we continued to make strategic progress despite the challenges faced globally within the retail environment. The sector continued to be promotional, as consumer finances came under strain and key product lines neared the end of their cycle, while also facing uncertainty from tariffs. We handled all these challenges well and delivered a highly resilient performance. On behalf of the Board, I want to thank every colleague for their hard work and commitment – they're the reason JD is where it is today. In FY26, we stuck to what we do best and delivered on our strategy. We kept strong control of our costs and cash, stayed disciplined, and finished the year with a clean net inventory position. As ever, JD's differentiator was giving customers the best choice in sports fashion, with the latest and often exclusive products. We opened more stores, pushed our 'JD First' plan, and made our online and delivery operations stronger. # Ongoing Transformation In FY26, we made big steps forward with our supply chain. We introduced automation at our Heerlen Distribution Centre in the Netherlands, which will accelerate deliveries to JD stores and, eventually, directly to customers across Europe. We also opened a new distribution centre in Morgan Hill, California, to serve our Shoe Palace, JD and Finish Line fascias in the US. This facility will increase our ability to restock our stores and manage online orders in our biggest market. We made further investment in our technology infrastructure and upgraded our e-commerce sites. In January 2026, we announced that customers will soon be able to use AI platforms to find and buy our footwear, apparel and accessories with one click, straight from the top AI apps. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 9 # Medium-Term Plan Update While progress is underway, JD acknowledges the need to continually review and adapt its strategy to the changing conditions in the global markets in which we operate. In April 2025, we announced the Group's Medium-Term Plan Update. This was partly in response to lower industry growth in the sports fashion market worldwide. It also reflected that, with a period of significant supply chain and infrastructure investment and M&A activity now largely behind us, our priority and renewed focus is on driving shareholder returns. Over the medium term we plan to grow our organic revenue* ahead of the market, which we estimate to be around 2-3% per annum, led by our investment in space growth. The contribution from space growth should settle at around 2-3% of revenue in the medium term as our capex becomes more targeted and the like-for-like ('LFL') base grows larger. We now expect capital expenditure to trend to 3-3.5% of revenue, reflecting a lower phase of capital investment with no material M&A opportunities in the pipeline. With strong cash generation and a more disciplined approach to capital allocation, we're focusing our spending on the stores, digital and supply chain improvements that really matter. With our new approach, we're backing our core markets, such as North America and Europe, to deliver further growth and improve profitability, driving enhanced shareholder returns. On the announcement of our FY25 financial results, we set out that 70% of our capital expenditure will be in North America and Europe with the balance spread across the rest of the Group. In North America – approximately 40% of global sales in FY26 – we already have a scale business, but there remains a significant growth opportunity for the JD fascia and our Complementary Athleisure. In Europe, which accounts for 33% of Group sales, we are building on areas where we have seen success with a plan to grow revenue and improve our operating margin to high single digits. In the UK, which is our most established market, our focus will be on sales productivity. As we continue to invest in our stores, we will aim to deliver a consistent customer experience and optimise productivity in our UK estate. Across the rest of the world, our strategy is to grow the JD fascia, which will be expanded mainly via our capital-light franchise model. We are also working on opportunities for efficiencies at our head offices in the UK and in Europe, as well as post-acquisition synergies across the back-office functions in North America following the Group's acquisition of Hibbett in 2024. Beyond FY26, we will start to leverage the investments we have already made, including in our infrastructure, and drive efficiencies throughout the Group. Accordingly, over the medium term, we aim to deliver profit growth ahead of revenue growth. # Increased Dividend and Share Buyback Programme With our strong free cash flow generation and in line with our medium-term capital allocation priorities, the Board identified that surplus capital was available for return to shareholders in FY26. In addition to the ordinary dividend, the Company repurchased a total of £200m of shares during FY26. An additional £200m share buyback programme was announced in February 2026 and will complete during FY27. The Board proposes paying a final dividend of 0.87 pence per ordinary share (FY25 final dividend: 0.67 pence), bringing the total proposed dividend for the 52 weeks to 31 January 2026 to 1.20 pence per ordinary share, representing a 20% increase on FY25 (FY25 total dividend: 1.00 pence). This payout is subject to shareholder approval at our Annual General Meeting ('AGM') on 21 July 2026, the proposed final dividend will be paid on 31 July 2026 to all shareholders on the register at 3 July 2026. # Financial Summary Increased returns to shareholders reflect the strength and resilience of the Group's business model, notwithstanding the challenging market in which we operated during FY26. In the 52 weeks to 31 January 2026, we delivered revenue growth at constant FX rate of 11.7%, driven by organic growth of +2.1% and annualisation of the Hibbett and Clavir acquisitions that added 9.8%. Organic growth of 2.1% consisted of 4.2% from new stores offset by -2.1% LFL growth. This was a resilient performance in the context of a market that continued to be promotional globally with declining store footfall trends. Our gross margin was 47.0%, which was flat year on year, reflecting 30bps investment in price, particularly online, to stay connected to our customers and meet their needs, offset by an increase in marketing contributions. Profit before tax and adjusting items* was £852m, down 7.7% reflecting the deleveraging impact of lower LFL sales and cost inflation, partially offset by cost efficiencies delivered across the business. Adjusted basic earnings per share was 11.71p, down 5.5%, supported partly by the impact of our £200m share buyback scheme that reduced the number of shares outstanding. # Ongoing Strong Governance As announced on Wednesday 22 April 2026, I will not be standing for re-election at the 21 July 2026 AGM and will step down from the Board at the conclusion of the AGM. In recent years we have significantly strengthened our Board, ensuring we have the right balance of skills and experience to support the Group's strategic direction. We were delighted to appoint Sarah Kuijlaars to the Board as an Independent Non-Executive Director, with effect from 10 November 2025. I am now more confident than ever that the Board governance and oversight is strong as we continue to navigate the opportunities and challenges ahead. The Board is supported by a highly experienced Senior Leadership Team that drives the delivery of our strategy and leads the Group's day-to-day operations. A restructure of the team during the year further strengthened leadership capability through the promotion of Paul Orange to Managing Director of JD EMEA (UK, Europe, Middle East and Africa) in January 2026. Previously General Manager for this region, he brings more than 20 years' experience with JD and has been integral to our growth journey, including playing a key leadership role in our early European expansion. In total, we have over 96,000 colleagues Group-wide who are our greatest asset. We aim to provide colleagues with the best opportunities to develop their careers, to be the best partner for the brands, and to make a real difference in the communities where we operate. Many of our store-based colleagues are the same age as our customers, so they instinctively know how they think and what they want from our sports fashion offer. # Outlook As recent history has shown, the coming year will likely bring challenges and uncertainty, whether these be unforeseen economic shifts or geo-political uncertainty. But the Group has plenty to be proud of. We remain highly cash generative, enabling continued investment in our people, infrastructure, stores and digital offering, and we are well placed to grow in key markets. Our multi-brand model and disciplined execution give us the competitive edge to tackle challenges and navigate uncertainty. JD has demonstrated many times before the resilience of its business model, its relevance to customers and an ability to adapt and lead regardless of market conditions, and I am confident that this will continue during FY27 and in the years to come. As this is my last statement as Chair, I would like to thank all those at JD, past and present, who have contributed so much to the continued success of the Group. 144 Indicates the use of a term defined and explained in the Alternative Performance Measures section on pages 222 to 228 along with a reconciliation to statutory measures. Further information regarding adjusting items is provided in Note 4 to the financial statements from page 154. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chief Executive Officer's Review ![img-28.jpeg](img-28.jpeg) Régis Schultz Chief Executive Officer > In April 2025, we updated our medium-term plans to capitalise on our organic growth opportunities in North America and Europe, deliver productivity and efficiency benefits from the investments we have made, and utilise our strong cash generation to deliver improved returns for our shareholders. # READY. In recent years, JD has transformed from a predominantly UK-focused retailer into a leading global sports fashion powerhouse, with a presence in 51 countries (including 15 countries where we have franchise stores). Since joining as Group CEO three and a half years ago, we have completed a comprehensive programme of investment, simplification and modernisation, reflecting the rapid expansion in the scale, capability and global footprint of the Group. We have strengthened our operational backbone through major upgrades in supply chain and technology, enhanced governance with modern finance and HR systems, and created a fairer and more supportive workplace – including removing age-based pay disparities across UK stores, and uplifting wages in line with post-pandemic inflation. We have also taken decisive steps to streamline and focus our portfolio, exiting 30 businesses while enhancing our Complementary Concepts with the acquisitions of Hibbett in North America and Courir in Europe. These foundations have been built during a period when industry growth slowed from its historic levels to a more modest trajectory, shaped by macro-economic uncertainty and the evolution of brand partners' product cycles. As set out in our April 2025 Strategy Update, our business has moved decisively into a new phase, shifting our strategic focus from rapid expansion, M&A and internal investment towards the strategic and operational fundamentals we can control: offering a best-in-class customer proposition, strengthening and diversifying our brand relationships, delivering productivity and efficiency benefits from our investments, and generating significant free cash flow to deliver attractive returns for our shareholders. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # A Resilient FY26 Built on Discipline and Strategic Progress Against this complex backdrop, we delivered a resilient performance in FY26 with organic sales +2.1%. Free cash flow increased +36.3%, reflecting our disciplined approach to costs and capital expenditure. I would like to thank all colleagues for their energy and commitment throughout the year. North America - now our largest region at 38% of sales - saw encouraging improvement through the year, culminating in a return to like-for-like ('LFL') sales growth during peak trading in Q426. Building on this momentum, we are increasing marketing investment to support JD's expansion and reinforce our competitive position in this key region. We also made significant progress on the strategic priorities essential to JD's long-term success. We launched automation at our Heerlen Distribution Centre ('DC'), a major step in transforming store replenishment for JD Europe. We advanced our global e-commerce re-platforming, with full roll-out to Europe and the UK to follow later in 2026. These investments address legacy constraints and create the modern infrastructure required for a business of our scale. # Strengthening Our Customer Proposition and Multi-Brand Model One of JD's defining strengths is the deep understanding of our core customer, and throughout the year we remained focused on translating that insight into a compelling customer proposition. We continued to evolve our multi-brand assortment with the latest and most exclusive athleisure, performance and streetwear products, enhanced our UK store footprint through 'fewer, bigger, better' formats, and strengthened our omni-channel capabilities. We also improved supply chain efficiency to ensure strong product availability and faster fulfilment. By staying close to both customers and brand partners, and leveraging our own brand capability, we believe we can continue to lead with the right products, in the right places and at the right prices. Our multi-brand model, rooted in agility, disciplined execution and a clear strategic focus, positions us well to navigate near-term pressures while capturing medium-term opportunities. # FY27: Execution Focus and Cash Discipline - with Strategic Acceleration Looking to the year ahead, while near-term consumer and industry indicators mean that we anticipate overall market growth to remain muted, we remain confident in the medium-term trajectory for the JD Group. Building on the discipline and resilience of last year, FY27 represents a year in which we will advance several key strategic initiatives at pace: - Strengthening and diversifying our product range - Driving store productivity and optimisation - Completing our global e-commerce re-platforming - Accelerating AI adoption - Taking data-driven customer personalisation to the next level The delivery of meaningful cost efficiencies also remains a core focus, including but not limited to the annualisation of US integration synergies and starting to unwind supply chain and technology double-running costs in Europe. We will maintain disciplined capex and strong working capital management to support significant cash generation. # A Compelling Investment Proposition to Deliver Attractive Shareholder Returns Our equity story is built on fundamentals that position JD Group to outperform even in a more moderate growth environment: a global footprint in structurally attractive markets, multiple levers to drive sustained sales growth, an agile multi-brand model, a distinctive omni-channel ecosystem and a significant runway for operational efficiency. Critically, our strengthened model is generating significant free cash flow. With this stronger foundation, we expect to continue enhancing shareholder returns, including the proposed FY26 ordinary dividend increase and progressive policy and our rolling annual share buyback programme. # Review of FY26 Performance For the year to 31 January 2026, we achieved total sales of £12,662m, +11.7% at constant foreign exchange ('FX') rates and +10.5% at reported rates. Excluding the two businesses acquired in the prior year, organic sales growth was +2.1% at constant FX rates, which includes a +4.2% benefit to sales from net new space opened across the Group. We believe this is at least in line with the growth of our addressable markets. Group LFL sales were -2.1%. The reported gross margin % for the Group in FY26 was flat year on year ('YoY') at 47.0% (FY25 restated: 47.0%). Throughout the year, the Group made controlled price investments, particularly in the online offer, to boost competitiveness and stay close to fast-changing consumer dynamics. The underlying impact of these investments on our gross margin % (approximately -30bps, net) was offset by higher marketing contributions YoY. Operating profit before adjusting items and after interest on lease liabilities of £886m (FY25: £937m) was -4.0% at constant FX rates and -5.4% on a reported currency basis, driven by higher operating costs and interest on lease liabilities. While operating costs were +14.6% YoY at constant FX rates, this was driven by the impact of costs related to organic new stores and the annualisation of costs related to Hibbett and Courir. Excluding these items, operating costs were +0.4% YoY. Profit before tax and adjusting items was £852m (FY25: £923m), -6.4% at constant FX rates and -7.7% at reported rates. We are a highly cash generative business, with operating cash flow (net of lease repayments) of £1,309m in FY26, +3.3% YoY (FY25: £1,267m), which we believe is a close cash proxy for EBITDA on an IAS 17 basis. After cash outflows mainly consisting of changes in working capital, capital expenditure and tax payments, we generated free cash flow of £462m in the year (FY25: £339m) supported by cost and capital discipline. As of 31 January 2026, we had net cash (before lease liabilities) on our balance sheet of £311m (FY25: £52m), and net leverage including lease liabilities of 1.4x (FY25: 1.7x). # Sales by Region Total sales below (in £m) include a full year of results from Hibbett and Courir (JD Group completed the acquisition of Hibbett on 25 July 2024, and Courir on 27 November 2024). Organic sales growth excludes acquisitions and disposals, and is calculated at constant FX rates. | | FY26: 52 weeks to 31 January 2026 | | | | --- | --- | --- | --- | | | Total sales (£m) | Like-for-like | Organic | | North America* | 4,779 | (1.8)% | +3.2% | | Europe | 4,246 | (1.2)% | +4.2% | | UK | 3,110 | (3.9)% | (2.5)% | | Asia Pacific | 527 | +0.4% | +8.5% | | Group | 12,662 | (2.1)% | +2.1% | * North America excluding Finish Line LFL sales: +1.2%. Sales by segment | | FY26: 52 weeks to 31 January 2026 | | | | --- | --- | --- | --- | | | Total sales (£m) | Like-for-like | Organic | | JD* | 7,945 | (2.8)% | +2.9% | | Complementary Athleisure | 3,208 | (1.0)% | +0.7% | | Sporting Goods & Outdoor | 1,509 | - | +0.2% | | Group | 12,662 | (2.1)% | +2.1% | * JD excluding Finish Line LFL sales: (1.5)%. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chief Executive Officer's Review continued ## Regional Commentary North America, our largest region at 38% of Group sales (FY25: 37%), delivered an improving performance through the year, supported by disciplined execution against its trading plans and strong online sales growth. While footwear was mixed overall due to softness in several end-of-cycle product lines, this was partially offset by strong momentum in running as well as several successful retro basketball product launches. Furthermore, organic apparel sales increased by c.22% YoY, the best performance across all our regions. Online sales grew strongly throughout the year, with organic sales +12.2%, reflecting improved online ranging and technology platforms, targeted marketing and controlled price investments. The phased conversion of Finish Line stores to JD continued, with promotional intensity at this fascia remaining elevated through the year. Overall, North America delivered organic sales growth of +3.2% and LFL sales of -1.8%. Excluding the standalone Finish Line business, North America LFL sales were +1.2%. Europe, representing 33% of Group sales (FY25: 31%), delivered a resilient performance, with organic sales growth of +4.2% and LFL sales of -1.2%. The region saw continued good performances across our sporting goods businesses (ISRG and Cosmos), and a resilient performance across JD. Organic apparel sales in the region continued to grow, up by c.10% YoY. Organic online sales saw good growth of +3.8%, helped by expanded ship-from-store capabilities and controlled price investments in the online offer. The UK, at 25% of Group sales (FY25: 28%), saw weak sales trends at both JD and our Outdoor business against a tough consumer backdrop, particularly in the online channel (where a higher proportion of our UK sales are derived relative to other regions). Store sales were supported by strong conversion despite lower footfall. Organic sales - the most relevant measure in this market given our ongoing transition to 'fewer, bigger, better' JD stores - were down for the year at -2.5%. This was largely driven by softness in footwear linked to end-of-cycle product lines and tough comparatives in athletic footwear for women. Apparel, particularly womenswear and outerwear, delivered a more resilient underlying performance (notwithstanding tough comparatives due to the Euro 2024 football tournament). JD Gyms continued its strong momentum, surpassing 100 sites and attracting record peak sign-ups despite a more competitive market. Asia Pacific, representing 4% of Group sales (FY25: 4%), delivered growth across the year, with broad-based strength in footwear, apparel and online (the latter supported by the successful roll-out of a new e-commerce platform in South East Asia). The region exited the year with positive LFL momentum. Overall, Asia Pacific delivered organic sales growth of +8.5% and LFL sales of +0.4%. ## Store Footprint We ended FY26 with 4,811 stores worldwide in 36 countries, compared with 4,850 at the start of the financial year. Across all fascias, 289 stores were opened and 325 stores were closed (openings and closures include 58 store relocations). Three stores were disposed of within our Outdoor business as we continued to optimise our store portfolio. In addition to the store numbers in the table below, the Group operates 102 JD Gyms sites in the UK (FY25: 92), and 75 franchised stores for the JD brand and Courir (FY25: 58). Overall, JD Group is present via its own operations in 36 countries, with a franchise presence in a further 15 countries. | Store numbers (excludes JD Gyms and franchise stores) | Stores as of 1 Feb 2025 | Openings | Closures | Transfers | Disposals | Stores as of 31 Jan 2026 | | --- | --- | --- | --- | --- | --- | --- | | JD North America | 339 | 67 | (1) | 41 | — | 446 | | Finish Line | 257 | — | (42) | (41) | — | 174 | | Macy's | 256 | — | (2) | — | — | 254 | | JD Europe | 638 | 68 | (20) | 3 | — | 689 | | JD United Kingdom | 434 | 17 | (41) | — | — | 410 | | JD Asia Pacific | 102 | 13 | — | — | — | 115 | | JD | 2,026 | 165 | (106) | 3 | — | 2,088 | | DTLR | 251 | 13 | (15) | 169 | — | 418 | | Shoe Palace | 202 | 18 | (4) | 29 | — | 245 | | Hibbett | 999 | 44 | (61) | — | — | 982 | | City Gear | 200 | — | (2) | (198) | — | — | | Courir | 300 | 20 | (7) | — | — | 313 | | Eastern Europe | 269 | 5 | (96) | (3) | — | 175 | | Complementary Athleisure | 2,221 | 100 | (185) | (3) | — | 2,133 | | ISRG | 291 | 13 | (4) | — | — | 300 | | Cosmos | 81 | 5 | (1) | — | — | 85 | | Outdoor | 231 | 6 | (29) | — | (3) | 205 | | Sporting Goods & Outdoor | 603 | 24 | (34) | — | (3) | 590 | | Grand Total | 4,850 | 289 | (325) | — | (3) | 4,811 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 13 # Channel Commentary Delivering a world-class omni-channel experience for our customer remains one of our top priorities: - Sales from our 4,811 stores worldwide were 78% (FY25: 78%) of Group sales in FY26, at £9.9 billion (+12.6% at constant FX rates). Organic store sales were +2.2% YoY, with LFL -3.4%. - Online sales, which include click & collect orders and home delivery orders shipped from store, were 21% (FY25: 21%) of Group sales in FY26, at £2.6 billion (+8.0% at constant FX rates). Organic online sales were +1.2% YoY. - Other sales, mainly related to JD Gyms memberships in the UK, were 1% (FY25: 1%) of Group sales in FY26. # Category Commentary Our business model is underpinned by our strong, agile and multi-brand assortment of products, delivering a 'head-to-toe' shopping experience for our customers. Throughout FY26 we saw a significant shift in the global footwear product cycle, given the transition between (smaller) newer product lines and (larger) 'end-of-cycle' product lines of some of our brand partners. Notwithstanding this, we saw strong growth across brands less affected by transition, which reflects the benefit of our agile, multi-brand model. The early signals for new franchises (in terms of both product launches and the pipeline) are encouraging, particularly in the running category. Although small today, these present an exciting longer-term opportunity for the Group. The evolution of the apparel product cycle is very different compared with footwear. Our apparel proposition is in excellent shape, and we believe there is significant scope to leverage this for growth, particularly in North America where our apparel mix is relatively low compared to other regions. Our sales mix is as follows: - 60% footwear (FY25: 60%), with organic sales flat YoY. Footwear sales as a proportion of overall Group sales held steady at 60%, due to the category mix impact of Hibbett and Courir (both acquired in the prior year) being more footwear-centric than other JD Group fascias. - 30% apparel (FY25: 31%), with organic sales c.+5% YoY. Apparel sales as a proportion of overall Group sales reduced slightly to 30% due to the category mix impact noted above. In FY26 we saw good underlying apparel sales growth, driven by North America and Europe, supported by a strong product offer which continues to diversify as our fascias react to ever-changing consumer fashion trends. The growing depth of our brand partnerships is supplemented by our own brands, which represent c.15% of our apparel sales, and enable us to supplement our apparel proposition by bringing new ranges to market quickly. - 7% accessories (FY25: 6%), with organic sales c.+11% YoY primarily driven by strong growth in our Sporting Goods businesses. - 3% other (FY25: 3%), with organic sales c.-1% YoY. 'Other' includes outdoor living equipment and JD Gyms memberships. # CASE STUDY ## Retailing that resonates ### How we leverage exclusive product to serve local tastes on a global scale ### What are SMU products? Special Manufacturing Units ('SMUs') are a core component of JD Group's exclusive product offer, spanning multiple fascias and categories (including footwear, apparel and accessories) and sitting alongside other exclusive ranges within JD (such as own brands). They typically involve bespoke combinations of materials, palettes, finishes or model refinements, developed in conjunction with our brand partners' design guidelines, but tailored to deliver the products we know our customers want. This includes reviving archived models, carving out specific franchises from mainline ranges, layering premium materials onto iconic silhouettes, or identifying underdeveloped opportunities within brands' seasonal lines - such as specific models or colourways where the market opportunity has not been fully addressed. This year in footwear alone, JD developed just under 600 SMUs in men's across 19 different brands, greater than 200 in women's and over 400 in juniors (each across 12 brands). ### Why are they important to us? Historically, exclusive products were all about trying to stand out visually in store. Today, their role is far broader and more strategic. As consumers are presented with increasingly more choices in the market, exclusivity based solely on colour has become less effective. Through our SMUs, our approach has evolved to focus on materials, construction, aesthetic direction and defined storytelling to create products that are meaningfully differentiated. This has enabled us to reinforce our position as the destination for the latest and greatest product, and drive energy and excitement around products not available anywhere else. Importantly, our SMU offering also allows us to deliver a clear and specific proposition for our customers, tailored to regional preferences and supported by marketing campaigns to reach local audiences. These campaigns are designed to bring our products to life, build emotional connections and reinforce authenticity and relevance for our customers. ### Insight-driven, locally nuanced exclusive product strategy JD's exclusive product strategy is highly segmented by market to ensure we can leverage our global scale while retaining strong local nuance. Regional teams are deeply embedded within local communities through dedicated, 'on the ground' merchandising functions, supported by robust data and insights giving us a granular understanding of customer preferences - even in regions such as Europe, where tastes can differ markedly by individual country. Exclusives can also be positioned within a broader narrative, often spanning multiple categories through JD's 'cross-merchandising packs', allowing customers to buy into a complete story rather than just a single item that is expressed in a marketing campaign. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chief Executive Officer's Review continued ## Good progress against our strategic objectives in FY26 and our priorities for FY27 Our strategy is based on four pillars: JD Brand First, Complementary Concepts, Beyond Physical Retail, and People, Partners and Communities. Through FY26 we executed with discipline across each pillar, strengthening the Group's operational backbone, sharpening our customer proposition, and creating a more resilient platform for growth. JD Brand First keeps the JD fascia at the forefront of athleisure, performance and streetwear globally; Complementary Concepts broadens our reach across customers, geographies and categories; Beyond Physical Retail scales the technology and supply chain infrastructure we have built over the last three and a half years, which underpins the ongoing development of our omni-channel model; and People, Partners and Communities reflects our commitment to do the right thing by our colleagues, brand partners and the communities where we operate, supported by robust governance and control. The Group is focused on driving sales growth, strengthened profitability, strong cash generation, and attractive shareholder returns. During the year we continued to optimise our multi-brand footwear and apparel assortments, leveraging globally consistent merchandising, richer customer insights and clearer brand storytelling. In stores, our distinctive 'JD theatre' elevated partner narratives and newness; online, new e-commerce platforms in key markets reduced friction and improved discovery and conversion, underpinning a more compelling omni-channel experience. ## Overview of progress under the four pillars ### JD Brand First The JD brand has a strong position globally, with its brand awareness continuing to grow in key growth markets (such as North America and continental Europe). We have a deep, unrivalled understanding of our core customer demographic – 16 to 24 year olds – together with long-term partnerships with the leading brands in athleisure, performance and streetwear, capitalising on over 40 years of industry experience. And we have a consistent, global framework for the JD fascia; it is adapted according to local customer needs, and leverages our growing own brands portfolio as well as partnerships with local and emerging brands. In FY26 we opened 62 net new JD stores, taking the total JD portfolio to 2,088 globally as we continued to grow JD's international store footprint. 80% of JD's stores are outside of the UK in our key growth markets of North America, Europe and Asia Pacific. We follow a disciplined approach to capital investment for new stores and, outside of strategic investments in flagships, we look for a payback on investment of less than three years. Highlights in FY26 included the following: - In North America, JD saw 107 net store openings including conversions. JD's brand awareness strengthened in the US, where trends improved through the year with a return to LFL sales growth during peak trading. Against a tough market backdrop, this progress reflected better product storytelling (including performance-based running and selected retro basketball launches), a materially improved e-commerce experience following the technology re-platforming at JD and Finish Line earlier in the year, and sharper marketing activations to connect with our core customer. - We also advanced the ongoing Finish Line to JD conversion programme (69 conversions including 28 relocations, and 14 closures of standalone Finish Line stores) and opened select flagships (in Las Vegas and Vancouver), taking JD's store footprint in North America to 446 by year end. This count excludes 174 remaining standalone Finish Line stores in the US, and 254 Finish Line corners within Macy's department stores (also in the US, which are unaffected by the wind-down of standalone Finish Line stores). - In Europe, JD opened 51 net new stores including conversions, with a focus on Italy, Poland and Spain. JD delivered a resilient performance against a tough market and competitive backdrop, and varying country dynamics. We maintained our focus on widening our product assortment, space productivity and full-price sell-through, supported by deeper use of omni-channel levers such as ship-from-store and click & collect where appropriate. Store presentation and brand theatre remained a priority in key doors, while assortment agility helped us navigate a mixed footwear cycle and support apparel momentum. - In the UK, JD exited a net of 24 stores. With a leading market position, but a more mature estate, we continued our targeted estate optimisation approach, centred around 'fewer, bigger, better' stores. As a result, despite the lower store count, net selling space for JD UK increased by c.4% in FY26. We leveraged lease flexibility to right-size or relocate to higher-productivity destinations (including retail parks), consolidated selectively where economics were weaker, and invested in a small number of destination stores to anchor regional presence and elevate brand expression – exemplified by the strong opening of our Trafford Centre flagship in Manchester, JD's largest store globally. This programme, which is iterative and data-led, is designed to raise sales productivity per store and sharpen the brand proposition in each catchment over time. - In Asia Pacific, JD opened 13 new stores in Australia, New Zealand, Thailand and Malaysia, including a flagship store in Melbourne, extending our reach in the region. Execution improved with better access to exclusives, a more agile marketing mix, and a step-change in peak fulfilment from our automated DC in Australia. The region exited the year with positive LFL sales momentum and continued to build share in targeted categories and demographics. - To further grow the JD brand in other strategic markets, we have made great strides in developing our franchise model. The advantages of this model include collaborating with our experienced partners to leverage their local knowledge and relationships, while also benefiting from low capital expenditure requirements. As of year end we had 42 JD brand franchise stores (FY25: 23), comprising eight franchise stores in the Middle East, eight in South Africa and 23 in Indonesia. We also signed a franchise agreement in the Philippines in March 2025, opening three stores in FY26. We remain committed to exploring further opportunities in other new and fast-growing markets across the world. - Looking ahead to FY27: We will (i) reinforce JD's growing brand awareness in North America with targeted investments to lift and generate additional awareness and grow conversion, (ii) elevate womenswear and overall apparel sales penetration in stores and regions where under-represented, (iii) complete the remaining productive standalone Finish Line store conversions to JD (approximately half of the 174 remaining), and (iv) keep a disciplined focus on store productivity and, in the UK, 'fewer, bigger, better' locations – investing where returns are proven and optimising in locations where economics are less compelling. In Europe, we have refined our plan for the JD fascia and will direct future investment on the countries where we see most runway for profitable growth – being France, Iberia, Italy, Benelux, Ireland, Greece and Poland – where we have a leading market position to drive scale, efficiency and profitability. We have commenced a restructuring programme in Germany, and will also optimise and improve JD's operations in Eastern Europe. --- Our complementary atheisure concepts extend our reach within the global sports fashion market, driving broader customer penetration. These include Hibbett, DTLR and Shoe Palace in North America, together with our businesses in Europe -- Marketing Investment Group (‘MIG') (Eastern Europe) and Courir. In addition, we also operate sporting goods businesses through ISRG (Sprinter in Spain and Sport Zone in Portugal) and Cosmos (Greece and Cyprus), as well as our outdoor businesses in the UK (including Go Outdoors, Blacks and Millets). In FY26 we exited a net of 101 stores, taking the total Complementary Concepts portfolio to 2,723 globally. Highlights in FY26 included the following: In North America, integration work across Hibbett and our other fascias including JD progressed well, supported by procurement, technology, and supply chain and logistics efficiencies. We are on track to deliver annualised cost synergies of over US$25m across FY26 and FY27. We advanced the transfer of City Gear (acquired alongside Hibbett in 2024) to DTLR and Shoe Palace, simplifying the portfolio and sharpening each fascia's role. Together with JD and our Finish Line corners within Macy's, the North American portfolio spans a complementary mix of formats -- from flagship malls to community locations -- allowing us to serve a broad range of geographies and demographics with differentiated propositions. During the year, our fascias leaned into more brands, more styles and trends (e.g. more performance and streetwear apparel) to balance category exposure, and also drove more data-informed assortment and allocation decisions by door.In Europe, Courir added significant insight into female sneaker preferences across multiple markets and broadened our addressable customer base, while maintaining omni-channel breadth and disciplined ranging in a more promotional environment. Courir's performance since acquisition in November 2024 has been resilient but challenged, given the tough market backdrop (especially in its home market of France) and strong comparatives in women's footwear. We see the potential to further develop Courir in Europe by leveraging our existing infrastructure and, during the year, the business successfully entered Italy, with five stores in operation as of year end. Our Sporting Goods businesses -- ISRG (Iberia) and Cosmos (Greece and Cyprus) -- provided diversification and stability, seeing resilient demand in FY26 across family and performance categories as well as attractive, measured new-store economics, supporting selective expansion. During the year we commenced a programme to focus and improve our Eastern Europe (MIG) operations.In the UK, our Outdoor business navigated a tough trading environment. The business re-platformed its core websites at pace (helping to restore online growth), improved its stock health and commenced portfolio simplification, all contributing to a more robust operational footing for FY27.Looking ahead to FY27: Our focus within Complementary Concepts is on targeted portfolio actions that strengthen returns and simplify execution. We will (i) commence a programme to raise Hibbett's sales productivity through optimising its store footprint, (ii) accelerate the conversion of City Gear into DTLR and Shoe Palace, building on the encouraging progress to date, (iii) advance the improvement of our operations in Eastern Europe (MIG), and (iv) advance the simplification of our Outdoor business portfolio in the UK. ### Beyond Physical Retail We made solid progress in FY26 in modernising the Group's supply chain, technology and data backbone to support faster and more consistent innovation, and better customer outcomes. Highlights included: In North America, we re-platformed our e-commerce channels for JD and Finish Line in the US earlier in FY26. Feedback from the deployment highlighted tangible improvements in site speed, search and campaign tagging, enabling quicker iteration and better measurement. The plan remains for the UK and the rest of Europe (with Italy also having gone live in FY26) to complete migrations later in FY27.We shifted artificial intelligence (AI) from enablement to practical deployment and utilisation across the Group, focusing on initiatives that enhance the customer proposition, sharpen decision making and drive efficiency. During the year, we laid the foundations to enable customers in the US to discover and purchase JD products directly through AI platforms such as Copilot, Gemini and ChatGPT, while also investing in the optimisation of our content to improve JD's discoverability within these environments as AI-led shopping journeys begin to scale. Furthermore, teams across the business applied AI to priority use cases, including improving store traffic and conversion, optimising merchandising decisions (such as stock rebalancing and markdown timing), reducing returns through better size and fit recommendations, and automating manual activity across functions including finance, HR, property and customer service. Many of these initiatives are already live or in pilot, aiming to deliver tangible benefits through improved availability, sharper ranging and pricing decisions, faster fulfilment, lower operating costs and improved productivity.In supply chain, we are starting to see improved store replenishment speed and inventory productivity for JD Europe, following the ramp-up of automation at our new Heerlen DC in the Netherlands. Our temporary DC in Belgium closed at the end of January 2026. In APAC, our fully automated Leppington DC supported stronger peak performance, improving stock availability in store and setting the foundation for further cost efficiency as volumes scale. North America continued evolving towards multi-fascia capabilities (at both Morgan Hill and Alabaster), enabling improvements in speed for store replenishment and online fulfilment. These upgrades enabled us to expand ship-from-store and enhance click & collect performance across several markets, improving convenience while unlocking levers for improved inventory turns.In data and loyalty, we focused on scaling JD STATUS across our regions in FY26. The programme has 9.4m active members globally, with very strong engagement in the US where 5.7m active members generated c.40% of omni-channel sales for JD and Finish Line, and delivered +21% higher sales value compared to non-members. In the UK and Europe, 3.7m active members generated around approximately one third of sales, delivering +25% higher sales value compared with non-members. In the UK, where we are at our most advanced on the STATUS programme, tests of personalisation and targeted campaign activity in FY26 showed strong early results.Looking ahead to FY27: Our priorities centre on accelerating our global digital and operational development. We will (i) extend our e-commerce re-platforming programme to the UK and the wider JD Europe region, building on the successful launches in North America, South East Asia and Italy, (ii) scale the most impactful AI initiatives at pace, embedding AI into day-to-day ways of working, and delivering measurable improvements in sales, gross margin and opex efficiency, (iii) advance supply chain modernisation through the continued ramp-up of automation in our new Heerlen DC (as a reminder, we expect over £20m of cost benefits across FY27 and FY28 as technology and supply chain double-running costs unwind), and (iv) accelerate the use of our strengthened data assets to enhance customer segmentation, sharpen targeting and personalisation, and drive more disciplined commercial execution. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chief Executive Officer's Review continued ## People, Partners & Communities We continued to strengthen our people foundation and community impact in FY26, focusing on colleague engagement and inclusion, community programmes and environmental progress across our global footprint. Highlights included: - Colleague engagement and capability: Our c.96,000 colleagues across the world are central to JD's performance and culture. Adoption of JD Now, our global communications platform, now exceeds 90% across deployed markets, improving operational rhythm and knowledge-sharing in a youthful workforce, where 73% of colleagues are under the age of 30. We also advanced the roll-out of new HR Information Systems, simplifying processes, widening access to learning resources and building a more consistent people experience. - Inclusion and workforce representation: Our inclusion approach continued to mature and improve, as measured by our third global annual engagement survey, carried out in October 2025. For example, 'I can be myself at work' scores rose from 82% (FY24) to 89% (FY26). We deepened our work on 'women in retail leadership', aiming to remove gender bias in job adverts, and better catering towards a multi-generational workforce. Neuro-inclusion became a major focus given rising Gen Z self-identification and its relevance across our demographic profile. A global neuro-diversity toolkit will roll out from Q127 across all our regions. - Community impact: Our immersive and industry-leading careers experience, JD UP, which gives young people insights into the different roles that make up a global retailer, expanded its reach in FY26, hosting its first European careers event in Madrid, with over 2,500 young people attending. For our flagship event in Manchester in February 2026, we engaged over 10,000 young people, supported by over 500 colleagues from the UK, Europe and North America. We also marked 10 years of the JD Foundation in the UK, raising £500,000 at the anniversary gala. In the US, the JD Finish Line Foundation delivered a record US$925,000 through its Back-to-School campaign, supporting education, sport and mentoring programmes nationally. - Environment and climate progress: We again achieved CDP 'A List' status and secured an 'A' rating on the CDP Supplier Engagement Assessment, reflecting ongoing leadership in transparency and value-chain climate action. We extended our renewable-energy procurement to Australia and Greece, and maintained Zero Waste to Landfill accreditation at our largest UK and southern European DC and office locations, evidencing continued progress in waste reduction and recycling. - Looking ahead to FY27: Our priorities are to (i) embed our inclusion agenda more deeply, with a global neuro-inclusion focus, supported by new toolkits and expanded data gathering, (ii) continue to scale youth and community programmes in key regions, particularly through JD UP, and (iii) strengthen global consistency in our people approach by aligning inclusion frameworks across our regions, and improving measurement to drive clearer accountability. ## Updated capital allocation framework, and returns to shareholders The Board recognises the Group's strong and increasingly cash generative profile, and has therefore updated its capital allocation framework to reflect its ongoing commitment to provide sustainable, attractive returns to shareholders. Supported by a strong balance sheet and a disciplined approach to net leverage, targeting levels broadly in line with investment grade standards, our capital allocation priorities are as follows: - Reinvest in the business where economic returns are attractive: to organic and/or 'bolt-on' inorganic growth opportunities that accelerate our strategy. Capital expenditure for organic investment is expected to normalise between c.3% to 3.5% of sales over the medium term. - Maintain leverage headroom: to meet future obligations, including settlement of the Genesis put and call option in FY30/FY31. - Pay a dividend: progressive, sustainable ordinary dividend growth, moving over time towards a more attractive dividend yield. - Buy back shares: deploy surplus cash to share buybacks via a rolling annual share buyback programme of £200m. Ordinary dividend: Reflecting the framework above, and in line with our confidence in our cash generation and our medium-term trajectory, the Board has proposed a final dividend per share of 0.87 pence per share (FY25 final dividend: 0.67 pence per share). This results in a proposed total dividend per share of 1.20 pence per share in respect of FY26, which is 20% higher than the prior year (FY25: 1.00 pence per share). The final dividend is subject to shareholder approval at the Annual General Meeting on 21 July 2026. If approved, it will be paid on 31 July 2026 to shareholders on the register at close of business on 3 July 2026. The shares will go ex-dividend on 2 July 2026. Share buybacks: The move to a rolling £200m annual buyback recognises our strong free cash flow generation, and our confidence in its continued strength. In addition to the ordinary dividend and the first £200m buyback programme (completed in December 2025), we commenced another £200m share buyback programme on 23 February 2026, the first £100m tranche of which is expected to complete in H127. ## Q127 trading update For the 12 weeks to 25 April 2026, organic sales were flat YoY, with a 2.3%pts contribution from net new space, while LFL sales declined by 2.3%. Note that Q1 typically carries the lowest sales weighting to our financial year. Even so, we delivered well around important consumer and product moments including Eid, Easter, US tax refund season and key product launches, underscoring our ability to capture spend when it matters most, Weather affected performance earlier in the quarter, with wet conditions in Southern Europe and the UK and a severe cold snap in the US. Trading strengthened through March, with a solid performance over Eid, supported by the successful delivery of new product launches. Trading in April was volatile, particularly in Europe and the UK, with a solid performance over Easter but lower footfall throughout the remainder of the month, partially offset by stronger in-store conversion and online sales. Apparel sales continue to be solid across the Group, outperforming footwear. The Group's gross margin percentage for Q127 is in line with our expectations and qualitative guidance for FY27 outlined below. | Q127: 12 weeks to 25 April | | | | --- | --- | --- | | | Organic | Like-for-like | | North America* | +1.4% | (0.6)% | | Europe | (0.8)% | (4.2)% | | UK | (3.6)% | (4.0)% | | Asia Pacific | +12.9% | +5.2% | | Group | Flat | (2.3)% | * North America excluding Finish Line Q127 LFL sales: +0.4%. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Outlook and FY27 guidance JD has emerged from FY26 with a stronger operational backbone, clearer strategic focus and the discipline needed to navigate a tougher industry backdrop. The resilience we delivered this year – through cost control, core execution and meaningful progress on our strategic priorities – gives us the platform to further advance our business in FY27. As set out in our April 2025 Strategy Update, we continue to believe that the markets in which we operate are positioned for average annual medium-term growth of 2-3%. However, in the near term, the facts and indicators available to us today point to a period of muted market growth in FY27, shaped by a weaker spending outlook for our core customer demographic and ongoing product cycle evolution at some of our major brand partners, particularly in footwear. The Board is also mindful of broader external forces that could influence near-term market growth, including the evolving geopolitical and macro-economic environment and their potential impact on consumer finances and/or sentiment. While the Group has no direct exposure to the Middle East (with only a very limited number of franchise stores in the region) and there has been no material business impact to date, we continue to monitor the situation closely. Over time, the potential future impacts of heightened uncertainty may contribute to direct cost pressures, including energy and fuel costs across our store and logistics networks, respectively, as well as potential indirect impacts on pricing and consumer demand should input cost inflation emerge. Reflecting the uncertainty, we are providing a wider range of profit guidance than we were previously planning for internally. Based on what we know today we anticipate profit before tax and adjusting items of £750m to £850m in FY27, and free cash flow of £460m to £520m. Against this backdrop, much remains within our control. Consistent with the approach outlined in our FY27 framework in January 2026, we are focused on 'controlling the controllables' and advancing our key strategic priorities at pace. In FY27: - we are accelerating initiatives across marketing, ranging, store footprint optimisation, digital, AI adoption, and data and loyalty to further strengthen our customer proposition and sharpen execution; - we will maintain our core trading discipline, while continuing to implement controlled price investments (weighted more towards H127) to stay closely aligned with short-term consumer and market dynamics; - we will sustain our sharp focus on cost efficiency and productivity, aiming to significantly offset underlying LFL opex increases in FY27; and - we expect the Group to continue generating significant free cash flow, supported by disciplined capex and strong working capital management. Taken together, these actions ensure we remain well placed to outperform even in a more moderate growth environment, leveraging our strengthened operating model, globally diversified footprint and multi-brand agility. ![img-29.jpeg](img-29.jpeg) # 6 QUESTIONS WITH RÉGIS ## What is your favourite sport and sporting event? Tennis is my number one passion, but, in truth, I love all sports, whether it's running, cycling, swimming, football, basketball and winter activities like skiing. When it comes to major sporting events, you can't beat the football World Cup and the culture it creates. ## Do you have an early sporting memory that particularly stands out and, if so, why is it so memorable? One of my earliest sporting memories is cycling with my father in Alsace, East of France, where I was born. Moments like that sparked my lifelong love of sport and the outdoors. ## What's the first pair of trainers you can remember buying, either for performance or for leisure? The Nike Air Trainer I with the green accent that McEnroe wore first – they're considered a lifestyle shoe today, but back then I saved up to buy them specifically for playing tennis. They were quite expensive for me, so it felt like a big achievement at the time! ## What is the one thing that our customers would be surprised to learn about you? I do not own a car – I cycle every day to the office, and even between meetings in London, Paris, Sydney or New York – far better than using a taxi. This helps me to achieve my daily average exercise time of one hour. I ran a 10k in 40 minutes only six months ago. This was a personal best, partially thanks to a VO2 max around 60. ![img-30.jpeg](img-30.jpeg) ## Which athlete or coach inspires you the most? Sir Alex Ferguson. I admired his relentless "never give up" mentality (epitomised by 'Fergie time!') and exceptional people skills, particularly how he managed strong personalities like Eric Cantona. He consistently got the best out of his teams by tailoring his leadership to individuals and maximising the resources he had. ## Looking ahead to the next 12 months, what excites you most? I'm particularly excited about the progress we're making in the US, as we're working hard to make JD Sports as relevant as possible in this market, and connecting with young American consumers. It's also exciting to observe the journey of the running category – the innovation in speed and comfort, but also the cultural shift – with running becoming embedded into youth culture and creating community spaces and connection. I recently saw a run club in Manchester with glow sticks and music – people are using movement to connect and drive healthy dopamine! While many brands focus on high-performance technology, JD is leaning into what we call 'happy running' – a more accessible, social and fun side to the sport. We believe both can thrive together. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Market Review ## SPORTS FASHION We are a global market leader in sports fashion retailing. JD operates in the global sports fashion and athleisure market, retailing a multi-brand range of footwear, apparel and accessories that blends athletic performance with contemporary lifestyle fashion. The market continues to be supported by long-term consumer trends towards health, wellness and more casual everyday dress. The sports fashion market is broadly split into two primary categories, apparel and footwear, each contributing significantly to overall market growth. In recent years, growth has moderated as the market scaled, saw fewer 'high heat' products and increased competition. We currently expect the market to grow at 2–3% annually on average over the medium term. Forecast medium-term sportswear market average growth per annum ## 2–3% Source: Company ## TRENDS - The sportswear market is maturing, but growth remains attractive. From 2011 to 2025, the sports fashion market outperformed the overall apparel and footwear market - Sports footwear improved its share of the total footwear market by 17% pts. - Sports apparel also improved its share by 5% pts. ![img-31.jpeg](img-31.jpeg) Sportswear share of global apparel and footwear market Source: Euromonitor 2025, Apparel and Footwear - Sportswear market growth averaged 4% from 2011 to 2019 and 7% from 2020 to 2025, supported by the post-COVID boom. We now expect growth to normalise to 2–3% going forward. - Footwear penetration has driven consistent outperformance from 2011 onwards. - Apparel sees more fashion and seasonality risk. ![img-32.jpeg](img-32.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # CHANNEL We are channel agnostic, offering a seamless omni-channel customer fulfilment experience. Today's customers look for the freedom to search, buy and return products through whichever channel they choose, in store, online or via mobile apps – while still receiving a seamless, tailored experience. JD is therefore ramping up its investment in technology and operational capability to connect inventory, payments and fulfilment end to end, enabling options like click & collect, in-store returns and loyalty rewards. As digital and physical shopping continue to converge, a strong omni-channel approach has become a critical driver of competitive advantage and sustainable long-term growth. JD STATUS active users globally # 9m+ Online sales as a percentage of total sales # 21% # TRENDS - Consumers across all demographics are increasingly demanding an omni-channel approach. ![img-33.jpeg](img-33.jpeg) Customer preference by channel Gen Z Millennials Gen X Baby Boomer Source: Adyen Retail Report 2025 ![img-34.jpeg](img-34.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 20 # Our Business Model ## HOW WE OPERATE: We have a strong and agile multibrand model with strong brand partnerships, best-in-class property expertise, a differentiated product offering and a growing omni-channel proposition. ## Strong brand partnerships Critical to our success are the strong and profitable relationships we have with our brand partners, driven by our brand presentation in store, our protection of brand equity through a high full price mix and our ongoing investment in future growth. ## Best-in-class property sourcing and development To optimise the global white space opportunity for our fascias, our global property teams identify, secure and develop the most attractive locations for stores across the world. With 78% of revenue generated from store sales, it is important we provide our customers with an enjoyable and rewarding in-store experience by creating a welcoming and high-energy environment and delivering customer service excellence across our global store portfolio. ![img-35.jpeg](img-35.jpeg) ![img-36.jpeg](img-36.jpeg) ## Differentiated product offering We have highly experienced and agile Buying and Merchandising teams that analyse the latest consumer trends to ensure our product ranges are customer-led, select the right amount of product for each market, negotiate with brand partners and determine the look and feel of in-store presentation for maximum profitability. ## Omni-channel proposition focused on our customers We pride ourselves on providing an impactful in-store digital experience. We empower our customers to shop wherever, whenever through our website, using our app or in store, with reliable fulfilment and customer aftercare, followed by reconnecting with our customers through our JD STATUS loyalty programme. OUR FOUNDATIONS: ## Customers Our JD core customer is 16-24 years old, fashion focused, sport and music inspired, social obsessed and globally connected with a skew towards males. Our Complementary Concepts extend our customer reach to wider demographics, including older, female and family customers. ## People We employ 96,000+ people worldwide. Our people are essential to everything we do. By investing in their development and listening to feedback, we are opening doors and creating career opportunities. The Group offers a dynamic environment where retail careers are built. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 21 # WHERE WE CREATE VALUE: ## Global Omni-channel Proposition ### Offline and Online Our revenue is split 78% in store, 21% online and 1% other. Online share varies by region, with the UK highest at 26% with Europe and Asia Pacific both lowest at 18%. Online share has stabilised at pre-pandemic levels as customers continue to shift back toward in-store and we have further expanded our physical estate. Regardless, we remain channel agnostic in how customers choose to shop with us, with the roll-out of our JD STATUS loyalty programme further accelerating the development of a global JD ecosystem for our customers. ## Global Revenue Mix ### Region by Region Our regional presence strengthens our position as a leading global sports fashion retailer. Our revenue split is approximately 38% North America, 34% Europe, 25% UK and 4% Asia Pacific. ### Footwear vs Apparel Our revenue is also split 60% footwear, 30% apparel, 7% accessories and 3% other. Apparel share varies by region, with the UK highest at 47% and North America lowest at 16%. It remains important that we maintain a strong mix of footwear and apparel in our business to uphold our position as the leading global sports fashion retailer. Offering both enables us to meet customer demand for complete 'head-to-toe' outfits, create more reasons to visit our sales channels and increase the average order value of each shopping occasion. # WHO WE CREATE VALUE FOR: ## Our Shareholders We are focused on creating value for our shareholders by delivering long-term revenue and profit growth. This will increase the value of our shares and create the opportunity to deliver any excess returns to our shareholders over time. - For more information, see Investment Case on page 7 and Stakeholder Engagement on page 78. ## Our People We aim to provide a fulfilling, engaging and valuable experience for our people, wherever they are working for JD around the world, with strong training and development support and a range of career opportunities within the Group. - For more information, see the People section of our ESG Report on pages 69 to 71, Strategy in Action on pages 24 to 31, Stakeholder Engagement on page 77, and the 2026 Global Impact Report which is available on our corporate website. ## Our Customers We offer the most sought after products across global sports fashion at a fair price in the major markets of the world, in both footwear and apparel and across our omni-channel proposition. - For more information, see Strategy in Action on pages 24 to 31, and Stakeholder Engagement on page 76. ## Our Brand Partners Giving our brand partners the opportunity to share in our long-term growth and to ensure their brand equity is protected through maintaining a high full price mix and merchandising their products to a high standard. - For more information, see Stakeholder Engagement on page 79. ## Our Communities With 4,811 stores worldwide in 36 countries across four continents, we have the opportunity to give back to our local communities. We make a difference to social mobility through being a significant local employer of young people and we support local community initiatives through both our regional businesses and via The JD Foundation. - For more information, see ESG report on pages 52 to 73, Stakeholder Engagement on page 80 and The JD Foundation website and the 2026 Global Impact Report which is available on our corporate website. ## Technology We are re-platforming our regional system architecture to facilitate the ongoing development of an interactive omni-channel experience for our customers. ## Financial Our balance sheet is strong, driven by healthy cash generation. This provides headroom for investment, to meet our commitments and to provide attractive returns to shareholders. ## Governance Over the last three years, we have upgraded the governance and controls of the Group, to protect our stakeholders and to ensure we do business in the right way. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 22 # Our Strategy **FOCUSED. READY.** As part of our vision to inspire the emerging generation of globally minded consumers through a connection to the universal culture of sport, music and fashion, we will measure progress against our four strategic pillars designed to shape our focus across the business. ![img-37.jpeg](img-37.jpeg) **OUR OVERALL AIM IS TO BE THE LEADING GLOBAL SPORTS FASHION POWERHOUSE.** --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 23 ![img-38.jpeg](img-38.jpeg) JD BRAND FIRST ![img-39.jpeg](img-39.jpeg) COMPLEMENTARY CONCEPTS ![img-40.jpeg](img-40.jpeg) BEYOND PHYSICAL RETAIL ![img-41.jpeg](img-41.jpeg) PEOPLE, PARTHERS AND COMMUNITIES --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Strategy in Action ![img-42.jpeg](img-42.jpeg) 1. JD BRAND FIRST # First in the world and putting our core brand first --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # 67 New JD fascia stores in North America # 68 New JD fascia stores in Europe # 2,088 Total JD segment stores at year end ## Our Ambition JD is a world-class retail fascia, showcasing an ever-evolving premium sports and fashion multi-brand offering through a distinctive and dynamic in-store environment, enhanced by innovative digital technology. We view everything through the mindset of the consumer, leveraging unique merchandising, marketing and customer insights to deliver a compelling omni-channel proposition that resonates strongly. We believe the greatest opportunities lie in continued investment in our stores and 'JD theatre', delivered with clear capital discipline and a strong focus on returns and payback. ## Progress in the Year We made good progress across all regions during the year, with particular focus on expanding our footprint in North America and Europe. In the UK, we opened our largest ever flagship store in the Trafford Centre, Manchester. ## Further Strengthening the JD Brand Globally The JD brand operates as a global organisation under the direct leadership of Group CEO Régis Schultz. We deliver a consistent customer proposition through shared product, merchandising, marketing and retail expertise. We marry global collaboration alongside strong local execution. As part of strengthening the JD brand globally, the Group completed a strategic review of its European store portfolio, including France and Germany, which will result in targeted store closures and operating-model simplification. ## Future Value Creation Following another successful year of store openings, we remain focused on disciplined, value-accretive expansion across our priority markets. We will continue to invest in our omni-channel capabilities, to create a seamless experience. In North America and key European territories, we see good headroom to continue our roll-out, while maintaining strong returns and paybacks. In the UK, we are focused on driving higher productivity alongside continued investment in our estate. In Asia Pacific and Rest of World, we will continue to expand in existing territories while developing our franchise programme to extend the JD proposition into new markets in a capital-light manner. Capital discipline remains central to our expansion strategy, with all new store investment subject to rigorous scrutiny and enhancing customer engagement through personalisation and omni-channel capability. ## CASE STUDY ### Growing the JD Brand Store Footprint We continued our global roll-out of the JD fascia. During the year, we opened 165 new JD fascia stores, with the majority being opened across North America and Europe. The launch of our biggest ever flagship store at the Trafford Centre, Manchester delivered exceptionally strong results. This was supported by strong execution across product, experience, and operational delivery, reinforcing the strategic importance of flagship locations in driving brand visibility, showcasing our enhanced retail proposition and delivering superior commercial returns. A breakdown of our store movements can be seen as part of the Chief Financial Officer's statement, from page 34 onwards. We continue to maintain our discipline in maintaining a three year payback hurdle on our store investments. Outside of our strategic markets in Europe and North America, we have transitioned from joint ventures or acquisitions to develop a capex-light franchise model. This has delivered strong results in the Middle East and Egypt, South Africa, and South East Asia. During the year we opened 19 new franchise stores, and finished the year with 42. ![img-43.jpeg](img-43.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 Strategy in Action continued ![img-44.jpeg](img-44.jpeg) 2 COMPLEMENTARY CONCEPTS Capture a wider customer base and sharpen our portfolio focus --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # £3.2bn Complementary Athleisure revenue # £1.5bn Sporting Goods and Outdoor revenue # 2,723 Total stores for Complementary Athleisure & Sporting Goods and Outdoors ## Our Ambition JD's proposition is capable of operating at scale in multiple markets. However, our ambition is to have complementary fascias which leverage the JD Group platform, so we can target a larger share of the structural sector growth going forward, without diluting the JD brand proposition. ## Progress in the Year Within our Complementary Concepts business, the integration of Hibbett in the US is progressing well, particularly around finance and HR systems, as well as moving to a multi-fascia supply chain network. We also made the strategic decision to convert City Gear stores to DTLR and Shoe Palace. Results so far have been encouraging. Shoe Palace is rooted in West Coast sneaker culture and DTLR is anchored in the East Coast. We also opened a new Distribution Centre in Morgan Hill, California, to serve our Shoe Palace, JD, and Finish Line fascias in the US. During the year, a strategic review of the Hibbett store portfolio was undertaken, which resulted in actions to optimise the estate, including the closure of smaller, with an increased focus on locations with stronger sales productivity. Courir's integration remains on track, as we expand our reach to female, fashion-focused consumers. Courir opened its first Italian store during the year. Our Sporting Goods business (Sprinter, Sports Zone, Cosmos, and Deporvillage) saw strong like-for-like growth in Iberia and Greece as well as successful store openings. We are particularly pleased with the performance of stores that co-exist near JD stores, validating our complementary fascia strategy. The Outdoor division, under new CEO Steve Knights, stabilised trading, integrated two distribution centres into one and successfully migrated to a new web platform. A strategic review of the Outdoor store estate was completed, identifying underperforming locations within the Blacks fascia for exit. ## Future Value Creation We are unifying our Sporting Goods and Outdoor businesses under a single leadership structure. Going forward, Michael Tsiknakis will lead the entire Sporting Goods and Outdoor division. This will strengthen our ability to drive revenue and cost synergies, and maintain the healthy momentum in the division. Our Outdoor business will continue to sharpen its leading position in the UK market and drive efficiencies. We have also made management changes in Central and Eastern Europe, appointing Francesc Casabella. who was previously CEO of ISRG, as CEO of JD CEE. We will optimise the JD roll-out across Eastern Europe and further integrate and share best practices in order to improve profitability. In the US, we will drive further synergies across the business as the full benefits of our integration projects flow through. We will continue to strengthen our position as a leader in the North American market, with further store opening. We will maintain discipline and ensure we open the right fascia in the right location, as per our North America fascia strategy. ## CASE STUDY ### City Gear Conversions to Shoe Palace and DTLR In FY26, we advanced our strategy to simplify and strengthen our North American fascia portfolio. We have successfully begun the conversion of City Gear stores, with the vast majority transitioning to DTLR and a smaller number to Shoe Palace. This represented a complex operational change, delivered with minimal disruption through strong cross-functional co-ordination across store execution, systems and supply chain readiness, property and lease management, financial processes, and colleague transition support. Execution has been strong, and early performance has been encouraging, reinforcing confidence in the benefits of the conversion strategy and the strength of the proposition. ![img-45.jpeg](img-45.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 Strategy in Action continued ![img-46.jpeg](img-46.jpeg) 3 BEYOND PHYSICAL RETAIL Accelerate value creation through a lifestyle ecosystem leveraging loyalty and omni-channel --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 >9m Global JD STATUS active accounts c.25% Increase in UK customer value vs. non-JD STATUS members >41% Total JD Finish Line sales driven by JD STATUS members in the US # Our Ambition Having expanded our physical and digital channels in recent years, we have transitioned to a fully omni-channel model. We believe omni-channel represents the strongest customer proposition, offering the competitive advantage of local presence. JD is a trusted brand, and we see the opportunity to extend this relationship into new categories, creating a lifestyle ecosystem of relevant products and services. At the same time, we are reinforcing the platform for future growth by strengthening our systems architecture along side supply chain investment. # Progress in the Year Our focus continues to be on a set of key priorities: re-platforming our websites, strengthening cyber security, advancing our omni-channel proposition, developing our loyalty programme, improving the efficiency and effectiveness of our supply chain, progressing US integration and maintaining strict cost discipline in the face of slowing consumer demand. We continue to make progress on our UK/European supply chain optimisation, with the Heerlen Distribution Centre in the Netherlands live with automation from September 2025. We head into 2026 with a fully operational automated facility servicing JD retail stores, the next step being the completion of automation for online delivery. We have further developed our 'ship-from-store' capability to shorten our lead times in Europe. Our ongoing efforts to develop our omni-channel proposition, a disciplined commercial policy and the optimisation of our digital marketing spend has resulted in a significant improvement of the profitability of our online business. As part of our North America strategy, Morgan Hill, our West Coast distribution centre, successfully went live as our first multi-fascia distribution centre in the US, building on the earlier experience of Alabaster, which was already operating across two fascias. This is an important milestone for the Group and provides a clear blueprint for converting our other US Distribution Centres to multi-fascia operations over time, supporting significant efficiencies and scalability in the future. We also continue to evolve our JD STATUS loyalty programme – see case study. # Future Value Creation We expect to realise the full benefits once Heerlen is fully operational, supporting Europe through the reduction of dual running costs and improved speed and capability. 2026 will see JD STATUS used to further member segmentation, with significant investment in personalised promotional activity to drive incremental revenue from our loyalty members, with the personalisation programme expanded into France and Ireland through additional resource and smarter technology. We plan to complete our e-commerce re-platform in Europe (now live in Italy) following successful roll-outs in North America and APAC earlier this year. This re-platform will allow for fully integrated customer views, and drive value through relevant, targeted communication and offers. # CASE STUDY ![img-47.jpeg](img-47.jpeg) # Evolution of JD STATUS First launched in the US in Q1 2020, our omni-channel loyalty programme, JD STATUS, has since expanded into the UK and Europe, becoming a powerful driver of growth with more than 9.4 million active members globally over the last 12 months. In FY26, JD STATUS further strengthened its position as a revenue-generating brand asset, with new gamification and segmentation features, alongside targeted personalised offers, helping to drive incremental sales and build richer customer data assets. The year was also spent focused on integrating fundamental components to the back-end platform, both for cost efficiencies and to ensure we are ready for re-platform integration and further expansion in H2 FY27. Several of our key brands also supported promotional activity with funded campaigns. In the US, JD STATUS is now an established part of the customer proposition, strengthening engagement, deepening loyalty and supporting sales through more frequent customer interaction over time. Across EMEA, the programme is also building traction in relevant markets by strengthening customer relationships and encouraging repeat engagement. ![img-48.jpeg](img-48.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 Strategy in Action continued ![img-49.jpeg](img-49.jpeg) 4 PEOPLE, PARTNERS AND COMMUNITIES # Best for our people, best for our partners, best for our communities --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # 73% Colleague global share under the age of 30 # 89k Colleague voices heard in Global Engagement Survey ## Our Ambition During FY26 our ambition focused on empowering colleagues with the skills, opportunities and support they need to thrive in a rapidly evolving business, while strengthening the meaningful connections we build with our communities. We are proud of the positive contributions we have made and the investment in programmes that raise aspirations, reduce inequalities and create lasting impact. Improving our ESG performance remains central to this ambition. As a FTSE 100 company, we recognise the responsibility that comes with our reach and the opportunity to drive sustainable, people-centred growth that benefits our colleagues, partners and communities globally. ## Progress in the Year Our focus continues to be on four key pillars. People Systems: We invested in the transformation of our Human Capital Management platforms. Centred on modernising core people processes, improving the everyday experience of colleagues, and creating a scalable digital foundation, phase 1 has already delivered these benefits through the implementation of Dayforce in the UK/ROI and APAC markets, with further launches planned across additional regions over the next year. Future Growth and People Development: In FY26, we continued to strengthen a creative and innovative culture to contribute to the Group's long-term growth. Our programmes promote wellbeing, diverse talent and the development of our global teams to help ensure colleagues feel valued and connected. These initiatives reinforce our position as an employer of choice and underpin our ability to attract, retain and grow talent across the Group. Strategic Brand Partnerships: Our close understanding of customers continues to strengthen our brand partnerships. This year, we worked closely with global and emerging brands to secure the latest products, co-create impactful multi-brand campaigns and bring these to market quickly. By nurturing long-term relationships and tailoring ranges store by store, we're able to test, scale and innovate at pace, driving mutual growth and maintaining JD's position as a leading partner of choice. Community Contributions: We are proud of the financial and non-financial community initiatives across the globe in FY26. The JD Foundation in the UK and JD Finish Line Foundation in the US, along with our projects in Europe, benefited community projects and charities through financial donations and volunteering. For further information on JD Foundation initiatives, please refer to page 72. ## Future Value Creation This year, we delivered the global roll-out of JD Now, which has established a unified, efficient and collaborative platform across all regions. Alongside this, the successful expansion of JD UP into Europe supported our commitment to raising aspirations among young people and deepening our community impact. Together, these achievements have advanced our people strategy, reinforced our ESG objectives and further positioned JD for sustainable, long-term growth. ## CASE STUDY ### Unlocking Human Potential Through AI-Enabled Performance At JD, our people are central to delivering long-term growth. As the business continues to scale globally, we are investing in technology that supports colleagues to perform at their best, develop new skills and build meaningful careers. During the year, JD began developing an AI-enabled performance management platform designed to modernise how colleagues set goals, reflect on performance and receive feedback. The platform introduces an AI-powered coaching assistant that supports colleagues throughout the year, helping them prepare for performance conversations, capture achievements and identify development opportunities. The platform provides personalised prompts and insights tailored to each colleague's role and objectives. This enables colleagues to articulate their contributions more effectively, while helping managers focus on high-quality coaching conversations that support performance and development. Importantly, the platform has been developed in line with JD's responsible AI principles, Early pilots across selected teams have demonstrated strong engagement, helping strengthen our ability to scale talent, support productivity and build a high-performance culture across the Group. ![img-50.jpeg](img-50.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Key Performance Indicators During the year, we undertook a comprehensive review of our Key Performance Indicators ('KPIs') and we have refined and updated certain KPIs to improve relevance, clarity and consistency with how performance is monitored and reported across the Group. The Audit and Risk Committee were informed of these changes as noted on page 98. # FINANCIAL ## Revenue¹ £m £12,662m ![img-51.jpeg](img-51.jpeg) ## Definition Sale of products to consumers excluding value added and other sales-related taxes, and other revenues including gym subscriptions. ## Rationale Revenue is the fundamental driver of stakeholder value creation and reflects the strength of our brand and the success of our business model. This is a key measure within the Board and Senior Management annual incentive programmes. ## Performance Revenue increased by 10.5% in FY26. This was 11.9% at constant FX rates, with net new space contributing 4.2% growth, partially offset by a 2.1% decline in like-for-like (LFL) sales, resulting in organic growth of +2.1%. There was a 9.7%, (£1,054m) growth from the annualisation of the Hibbett and Courir acquisitions in the prior period ## Operating margin before adjusting items after interest on lease liabilities¹% 7.0% ![img-52.jpeg](img-52.jpeg) ## Definition Operating margin before adjusting items after interest on lease liabilities* as a percentage of revenue. Note this KPI includes interest on lease liabilities to reflect the full cost of servicing a property portfolio included in operating performance. ## Rationale Operating margin before adjusting items after interest on lease liabilities* reflects our ability to convert revenue into profit after taking into account all of our lease costs. This measure is a key element of our strategic plan. ## Performance Operating margin before adjusting items after interest on lease liabilities declined 120bps to 7.0% reflecting the deleveraging impact of lower like for like sales and cost inflation, partially offset by cost efficiencies delivered across the business. ## Profit before tax and adjusting items* £852m ![img-53.jpeg](img-53.jpeg) ## Definition Profit before tax and adjusting items*. ## Rationale Profit before tax and adjusting items* highlights our profitability excluding adjusting items* but after our net finance expense which includes both debt and lease financing costs. This is a key measure within the Board and Senior Management annual incentive programmes. ## Performance Profit before tax and adjusting items* was 7.7% lower than the prior period as the incremental profits from the annualisation of the Hibbett and Courir acquisitions and new stores were more than offset by the deleveraging impact of lower like-for-like sales, partially offset by cost efficiencies delivered across the business. ## Adjusted basic EPS* 11.71p ![img-54.jpeg](img-54.jpeg) ## Definition Profit attributable to equity holders of the parent excluding adjusting items* and the tax relating to these items, divided by the average number of ordinary shares in issue through the year. ## Rationale Adjusted basic EPS* represents the earnings, before adjusting items*, for each share owned and is often used to value the Group as the denominator of the Price to Earnings valuation methodology. This is a key measure within the Board and Senior Management long-term incentive programmes. ## Performance Adjusted basic EPS* was 11.71p, 5.5% lower than the prior period as a result of lower profit before tax and adjusting items*, partly offset by a lower weighted average number of shares outstanding following the FY26 share buyback programme. 1 These KPIs are presented with FY26 and FY25 audited and FY24 unaudited 52 week basis to aid comparability. Further information, including a reconciliation to statutory measures, is included in the Alternative Performance Measures section on pages 222 to 228. * Indicates the use of a term defined and explained in the Alternative Performance Measures section on pages 222 to 228 along with a reconciliation to statutory measures. Further information regarding adjusting items is provided in Note 4 to the financial statements from page 154. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 33 Free cash flow ![img-55.jpeg](img-55.jpeg) £462m # Definition Free cash flow represents the cash flow generated from the Group's underlying operations. It excludes cash flows relating to adjusting items, acquisitions or disposals, share buybacks, equity investments, dividends paid to shareholders and non-controlling interests, and the drawdown or repayment of interest-bearing loans and borrowings. # Rationale This performance measure provides insight into the cash generated from the Group's underlying operations, including capital expenditure reinvested in the business. It excludes cash flows related to adjusting items, as these are not considered to reflect the underlying performance of the business. This is a key measure within the Board annual incentive programme and within the Board and Senior Management long term incentive programmes on a cumulative three-year basis. # Performance Free cash flow increased to £462m (FY25: £339m), reflecting strong underlying cash generation, lower capital expenditure and reduced tax payments in the period. # NON-FINANCIAL ## Global engagement survey score ## International sales as % of total sales ## Online sales penetration % ![img-56.jpeg](img-56.jpeg) 72% ![img-57.jpeg](img-57.jpeg) 75.4% ![img-58.jpeg](img-58.jpeg) 20.8% ## Definition Revenue generated from customers outside the Group's home market in the UK, as a proportion of total Group revenue for the period. Sales are allocated to international markets based on the location of the business the product has been despatched from. ## Rationale A growing proportion of international sales aligns with a global strategy of growth in key markets of NAM and Europe, as well as continued growth in APAC. This metric provides a clear indicator of progress in executing the Group's global growth strategy. ## Performance International sales represented 75.4% of total Group revenue, increasing from 72.0% in the prior year and remaining above the level reported two years ago. This increase reflects the annualisation of the acquisitions of Hibbett and Courir as well as progress in executing the Group's strategy to expand its presence across key international markets. ## Definition Revenue that originated through the Group's online channels, expressed as a percentage of total Group revenue for the period. Online sales include transactions completed via the Group's websites, mobile applications and other digital platforms, including 'ship-from-store' and 'click & collect' sales. ## Rationale Online sales penetration is a key indicator of progress in delivering our integrated omni-channel model, thereby enhancing our customer reach and convenience and forms part of the Group's focus on driving digital growth. ## Performance Online sales penetration was 20.8%, compared with 21.4% in the prior period. The small reduction reflects the relative performance of store vs online in the UK. 1 The Group has updated its cash flow KPI from operating cash flow net of lease repayments to free cash flow, reflecting a more widely used measure of cash generation. This change better aligns the KPI with how performance is assessed internally and supports comparability with peers across the FTSE. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chief Financial Officer's Statement ![img-59.jpeg](img-59.jpeg) Dominic Platt Chief Financial Officer > Revenue for the Group increased 10.5% to £12,662m while profit before tax and adjusting items* decreased by 7.7% to £852m, reflecting a resilient performance against a tough global industry and consumer backdrop. > > Against this backdrop, the Group’s financial strength has again been demonstrated with free cash flow of £462m and net cash before lease liabilities* of £311m at 31 January 2026. # Financial Performance Report FY26 is a 52-week period ended 31 January 2026. FY25 is a 52-week period ended 1 February 2025. Financial Performance | | 52 weeks 2026 | Restated(1) 52 weeks 2025 | Reported FX rate change | Constant FX rate change | | --- | --- | --- | --- | --- | | | £m | £m | | | | Revenue | 12,662 | 11,458 | 10.5% | 11.7% | | Gross profit before adjusting items* | 5,951 | 5,381 | 10.6% | 11.8% | | Gross margin before adjusting items* | 47.0% | 47.0% | —% | —% | | Operating costs before adjusting items* | (4,916) | (4,332) | 13.5% | 14.6% | | Operating profit before adjusting items | 1,035 | 1,049 | (1.3%) | 0.1% | | Interest on lease liabilities | (149) | (112) | 33.0% | 34.2% | | Operating profit before adjusting items after interest on lease liabilities* | 886 | 937 | (5.4%) | (4.0%) | | Operating margin before adjusting items after interest on lease liabilities* | 7.0% | 8.2% | (120)bps | (110)bps | | Net finance expense excluding interest on lease liabilities | (34) | (14) | 143% | 162% | | Profit before tax and adjusting items* | 852 | 923 | (7.7%) | (6.4%) | | Adjusting items | (223) | (208) | 7.2% | | | Profit before tax | 629 | 715 | (12.0%) | | | Operating profit | 787 | 903 | (12.8%) | | 1 For the prior financial period ended 1 February 2025, balances have been restated to reflect classification adjustments between cost of sales and selling and distribution expenses, resulting in a net £91m increase in cost of sales, with a corresponding decrease in selling and distribution expenses. Please refer to Note 41 for further details of the restatement. Throughout this Annual Report, $^{(*)}$ indicates the use of Alternative Performance Measures. Please refer to pages 222 to 228 for further information including reconciliations to statutory measures. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Consolidated Income Statement ## Revenue Group Revenue increased by 10.5% to £12,662m (FY25: £11,458m). At constant FX rates, revenue grew 11.7%. Organic sales growth* of 2.1% reflected 4.2% growth from net new store space offset by a 2.1% decline in like-for-like* ('LFL') revenue. In addition to the contribution from organic growth, 9.7% of the uplift arose due to the full year impact of the Hibbett (£583m) and Courir (£524m) acquisitions completed in the prior year. This was partly offset by a 0.2% reduction in revenue following the disposal of a non-core business. Store revenue increased by 12.6% (at constant FX rates) with organic store growth* of 2.2%. This was driven by the continued expansion of our store estate in North America and Europe, partially offset by softer trading conditions in the UK. Online revenue increased by 8.0% (at constant FX rates) with strong growth across key fascias in North America and Europe, strengthened by sustained investment in technology platforms and omni-channel ranging. Total store revenue accounted for 78% of Group revenue (FY25: 78%) and online for 20.8% (FY25: 21.4%), with year-on-year mix reflecting acquisitions of businesses with lower online penetration. From a category perspective footwear represented 60% of revenue, apparel 30% and accessories 10%. Footwear growth trailed the Group's 2.1% organic revenue rate, reflecting a more subdued global footwear cycle, although the overall share remained at 60%, supported by full year contribution from Hibbett and Courir, which are more footwear-centric than other fascias. Apparel delivered growth (exc Hibbett and Courir) of 4.9%, ahead of the Group's organic rate, underscoring the strength and relevance of our apparel proposition, driven by own brand and fleece categories in North America, and strong women's performance in Europe. This performance reinforces the broad appeal of our proposition and demonstrates our strengthening apparel momentum, offsetting a softer global footwear cycle. Notwithstanding the strong growth in apparel, the overall mix of categories remained constant year on year, reflecting a full year contribution from Hibbett and Courir, which are more footwear-centric than other fascias. ## Gross Margin before Adjusting Items* Total gross margin before adjusting items* was flat at 47.0% (FY25: 47.0%). Throughout the year, the Group made controlled price investments, particularly in the online offer, to remain competitive and stay close to fast-changing consumer dynamics. The impact of these investments on our gross margin is -30bps, which was offset by higher marketing contributions year on year. While recognised within gross margin for accounting purposes, these contributions are managed operationally to support marketing investment within operating expenses. ## Operating Costs before Adjusting Items* Operating costs before adjusting items* increased 13.5% to £4,916m. Excluding the impact of acquisitions and disposals and newly opened stores, and at constant FX rates, costs grew 0.4%. On an underlying basis, with marketing contributions netted off against marketing costs rather than recognised within cost of sales, operating expenses were down 0.2%. Despite a backdrop of significant cost inflation, particularly across people, property and distribution, we have been able to mitigate the impact through disciplined cost management. This includes labour efficiencies delivered across both stores and head office, supported by improved scheduling and productivity initiatives. In addition, we have realised operational synergies across the Group, including in North America. As a result, underlying cost growth has remained well controlled. The overall increase in operating costs is driven by structural factors. £183m of the increase relates to the operating costs associated with new store space, reflecting our continued investment in our store estate. In addition, £432m reflects the annualisation of costs from Hibbett and Courir following their acquisition in the prior year. A breakdown of operating costs before adjusting items* is shown in the table below. | | 52 weeks to 31 January 2026 £m | Restated^{11} 52 weeks to 1 February 2025 £m | Change % | | --- | --- | --- | --- | | Selling and distribution expenses | (4,388) | (3,842) | 14% | | Administrative expenses before adjusting items | (560) | (520) | 8% | | Share of profit of equity-accounted investees | — | 5 | (100)% | | Other operating income | 32 | 25 | 28% | | Operating costs before adjusting items | (4,916) | (4,332) | 13% | 1. For the prior financial period ended 1 February 2025, balances have been restated to reflect classification adjustments between cost of sales and selling and distribution expenses, resulting in a net £91m increase in cost of sales, with a corresponding decrease in selling and distribution expenses. Please refer to Note 41 for further details of the restatement. ## Net Finance Expense before Adjusting Items* Net finance expense before adjusting items* in the period was £183m. Interest on lease liabilities increased from £112m to £149m, reflecting the full year impact of prior period acquisitions (Hibbett and Courir) alongside higher discount rates applied to new and remeasured leases in the period. Finance income was £11m (FY25: £27m), reflecting higher cash and cash equivalent balances held across the Group prior to the Courir acquisition in November 2024 and Hibbett acquisition in July 2024. Finance expense excluding interest on lease liabilities increased from £14m to £34m, driven by a full year interest charge on the debt facility used to fund the Hibbett acquisition. This was partially offset by a part repayment of $300m of the initial $1bn loan at the end of FY25 and a reduction in the interest rate year on year. | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | Change % | | --- | --- | --- | --- | | Interest on lease liabilities | (149) | (112) | 33% | | Finance income | 11 | 27 | (59%) | | Finance expense excluding interest on lease liabilities* | (45) | (41) | 10% | | Net finance expense excluding interest on lease liabilities* | (34) | (14) | | | Net finance expense before adjusting items* | (183) | (126) | 45% | ## Operating Profit before Adjusting Items and after Interest on Lease Liabilities* Operating profit before adjusting items and after interest on lease liabilities* of £886m (FY25: £937m) was down 4.0% at constant FX rates and down 5.4% on a reported currency basis. This was driven by lower LFL sales together with underlying margin pressure and higher interest on lease liabilities. Operating margin before adjusting items and after interest on lease liabilities decreased by 120 basis points to 7.0%, reflecting the deleveraging impact of lower LFL sales and cost inflation, partially offset by cost efficiencies delivered across the business. ## Profit Before Tax and Adjusting Items* Profit before tax and adjusting items* was £852m (FY25: £923m), down 6.4% at constant FX rates and 7.7% at reported rates. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 36 # Chief Financial Officer's Statement continued ## Adjusting Items Adjusting items for the period were a net charge of £223m (FY25: net charge of £208m), as detailed in the table below. | £m | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Acquisition related costs | - | 9 | | Adjusting items within cost of sales | - | 9 | | Acquisition related costs | 12 | 36 | | Impairment of tangible and intangible assets and investments | 119 | 112 | | (Gain) / loss on divestments | - | (78) | | Restructuring | 16 | - | | US integration | 18 | 5 | | Amortisation of acquired intangibles | 69 | 57 | | Provision for litigation | 14 | - | | Foreign Exchange movements | - | 5 | | Adjusting items within administrative expenses | 248 | 137 | | Put and call options: movement in present value of put and call options | (29) | 62 | | Joint venture finance costs | 4 | - | | Adjusting items within net finance expense | (25) | 62 | | Adjusting items | 223 | 208 | The total charge for the period is £223m, of which £4m was a net cash outflow and £219m was a non-cash charge. It is expected there will be a further £44m cash outflow related to these charges over the next two years, excluding any settlement of put and call options. **Acquisition related costs**: Acquisition related costs of £12m have been recognised in the period in relation to prior period acquisitions (Hibbett and Mainline Menswear). ## Impairment of tangible and intangible assets and investments: The £119m charge in the current period reflects impairments and related costs arising from the ongoing optimisation of the Group's store estate and international footprint. This includes £93m of impairment charges and £5m associated costs in respect of stores impacted by the Group's strategic review and store closure programme in certain markets, £15m relating to the impairment of the Sizeer fascia, and £5m of costs associated with the exit of the Derby Distribution Centre lease in FY26 following its closure in FY25. Store impairment charges of £93m have been recognised in the period along with £5m associated closure costs, directly reflecting the Group's strategic restructuring of the store portfolio. This includes £63m in Europe and £28m relating to Hibbett. As outlined in the CEO report, we are maintaining a disciplined focus on store productivity, including a shift towards 'fewer, bigger, better' locations in the UK, alongside targeted optimisation of underperforming stores across Europe. In Hibbett, the charge reflects the planned closure of lower volume, remote stores with a legacy sporting goods offer, which are not aligned with the Group's strategy to improve overall store productivity and optimise the store portfolio over the next three years. The impairment charge arises from updated future cash flow assumptions following the strategic review to ensure that store asset carrying values are aligned to expected future performance. The charge is non cash. The prior period charge of £112m included significant impairments and closure costs relating to the Derby Distribution Centre and the initial phase of the European store estate review, forming part of the wider European strategy review that has continued into the current year and is reflected in the European impairment charges noted above. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 37 Restructuring: As a result of the optimisation of stores in Europe referenced above, restructuring costs of £16m have been recognised in the current period (FY25: £Nil). This comprises £16m relating to provisions associated with the closure of stores in Germany and the restructuring of the operating model, including support functions, as part of the Group's wider store and cost optimisation programme. US integration: Integration costs of £18m have been recognised in the current period (FY25: £5m) in relation to the integration of the Group's North American businesses following the acquisition of Hibbett. This forms part of a multi-year programme to create an integrated platform to support the nationwide growth of the JD Brand and Complementary Athleisure fascias in North America, supported by a more efficient supply chain and back office infrastructure. We are on track to deliver annualised cost synergies of $25m across FY26 and FY27. Amortisation of acquired intangibles: Amortisation of acquired intangibles of £69m (FY25: £57m) has been presented as an adjusting item, consistent with the updated policy introduced in the prior year. This has increased year on year due to the annualisation impact of the Hibbett and Courir acquisitions. Provision for litigation: During the period, the Group recognised a provision of £14m in respect of a regulatory matter relating to historical employment practices in the US. The Group has already taken actions in prior periods to strengthen its compliance framework in the relevant areas, including enhancements to policies, processes and governance. Gain on divestments: There is no net gain or loss on divestments recognised in the current period. During the year, the Group disposed of its 77.5% equity interest in Wheelbase Lakeland Limited with nil gain or loss on disposal. This compares with a £78m gain in the prior year, which primarily arose on the partial disposal of the Group's shareholding in Applied Nutrition. Put and call options: A £29m net credit has been recognised, reflecting the movement in the present value of put and call options over non-controlling interests ('NCIs'). This comprises a £44m credit in respect of Genesis Topco Inc ('Genesis'), the holding company for the Group's North American businesses, and a £15m charge in relation to Cosmos. The amendment to the Genesis shareholders' agreement in March 2025, which deferred the exercise profile of the options to 2029 and 2030, represents a material change in the period. The resulting credit reflects the impact of this new agreement, updated forecasts for the underlying business, and movements in the USD/GBP exchange rate, which together have reduced the Sterling value of the option liability. The Cosmos charge reflects an increase in the valuation of the option liability, driven by updated valuation assumptions. As at the year end, the put and call option was exercisable by either party within 12 months. This compares with a £62m charge in the prior year, which was driven by a significant increase in valuation following the acquisition of Hibbett. Joint venture finance costs: This comprises £4m in relation to the Group's exit from its JD Israel joint venture, following the disposal of its interest to its joint venture partner for nil consideration. ## Operating Profit Whilst revenue increased and gross margin remained stable, operating profit declined from £903m to £787m, due to a £102m increase in adjusting items charged within operating profit. ## Profit Before Tax Profit before tax was £629m (FY25: £715m), reflecting a reduction in operating profit of £116m, an increase in net finance expense before adjusting items of £57m, and the positive movement of £87m in the net finance expense charged to adjusting items due to the movement in the present value of put and call options over NCIs. ## Income Tax Expense The income tax expense for the period was £161m (FY25: £175m). The effective tax rate increased from 24.5% to 25.6%, reflecting the absence of non-recurring tax credits relating to prior periods and non-taxable income on the disposal of shares in Applied Nutrition that were recognised in FY25. The income tax expense before adjusting items* for the period was £211m (FY25: £222m). The adjusted effective tax rate* increased from 24.1% to 24.8%, reflecting the absence of non-recurring tax credit relating to prior periods. ## Profits Attributable to Non-Controlling Interests Profit attributable to NCIs fell £18m from £50m in FY25 to £32m in FY26. This is due to the lower amount of profit being generated from the Genesis Group. The only material NCI left in the Group at the end of the period is the 20% in Genesis. ## Earnings per Share On a statutory basis, basic earnings per ordinary share fell from 9.50p to 8.63p due to the 12.0% reduction in profit before tax and an increase in the effective tax rate, partly offset by a decrease in weighted average shares in issue following the £200m share buybacks in the period. Adjusted basic earnings per ordinary share* fell 5.5% from 12.39p to 11.71p driven by lower profit before tax and adjusting items attributable to the parent, together with a higher adjusted effective tax rate. These impacts were partly offset by a lower weighted average number of shares and a reduction in profit attributable to NCIs. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chief Financial Officer's Statement continued # Segmental Report A performance summary of the three reportable segments in the Group can be seen in the table below. | FY26 | Total | JD | Complementary Athleisure | Sporting Goods & Outdoor | | --- | --- | --- | --- | --- | | | £m | £m | £m | £m | | Revenue | 12,662 | 7,945 | 3,208 | 1,509 | | Gross profit | 5,951 | 3,779 | 1,500 | 672 | | Gross margin | 47.0% | 47.6% | 46.7% | 44.5% | | Operating costs before adjusting items* | (4,916) | (3,115) | (1,224) | (577) | | Interest on lease liabilities | (149) | (102) | (33) | (14) | | Operating profit before adjusting items after interest on lease liabilities* | 886 | 562 | 243 | 81 | | Operating margin before adjusting items after interest on lease liabilities* | 7.0% | 7.1% | 7.6% | 5.4% | | FY25 as restated(1) | Total | JD | Complementary Athleisure | Sporting Goods & Outdoor | | --- | --- | --- | --- | --- | | | £m | £m | £m | £m | | Revenue | 11,458 | 7,798 | 2,165 | 1,495 | | Gross profit before adjusting items* | 5,381 | 3,742 | 976 | 663 | | Gross margin before adjusting items* | 47.0% | 48.0% | 45.1% | 44.3% | | Operating costs before adjusting items* | (4,332) | (2,997) | (763) | (572) | | Interest on lease liabilities | (112) | (81) | (19) | (12) | | Operating profit before adjusting items after interest on lease liabilities* | 937 | 664 | 194 | 79 | | Operating margin before adjusting items after interest on lease liabilities* | 8.2% | 8.5% | 9.0% | 5.3% | | At reported rates | Total | JD | Complementary Athleisure | Sporting Goods & Outdoor | | --- | --- | --- | --- | --- | | | Change | Change | Change | Change | | Revenue | 10.5% | 1.9% | 48.2% | 0.9% | | Gross margin before adjusting items* | - | (40)bps | 160bps | 20bps | | Operating costs before adjusting items* | 13.5% | 3.9% | 60.4% | 0.9% | | Operating profit before adjusting items after interest on lease liabilities* | (5.4%) | (15.5%) | 25.3% | 2.5% | | Operating margin before adjusting items after interest on lease liabilities* | (120)bps | (140)bps | (140)bps | 10bps | | At constant currency | Total | JD | Complementary Athleisure | Sporting Goods & Outdoor | | --- | --- | --- | --- | --- | | | Change | Change | Change | Change | | Revenue | 11.7% | 2.8% | 53.0% | (0.3%) | | Gross margin before adjusting items* | - | (40)bps | 170bps | 20bps | | Operating costs before adjusting items* | 14.6% | 4.8% | 65.2% | (0.2%) | | Operating profit before adjusting items after interest on lease liabilities* | (4.0%) | (14.5%) | 30.6% | 0.0% | | Operating margin before adjusting items after interest on lease liabilities* | (120)bps | (140)bps | (130)bps | 0bps | (1) See Note 41 for details of the restatement. # JD JD segment revenue increased to £7,945m, representing growth of 1.9% compared with the prior period, 2.8% at constant FX rates. Organic revenue growth of 2.9%, was driven by net new space growth of 5.7%, partially offset by a 2.8% decline in like-for-like revenue*. Growth was driven by the ongoing expansion of JD's international store base, with 165 new stores opened including 54 relocations during the period, of which 67 were in North America and 68 in Europe, in line with our strategic focus of strengthening JD's global footprint. Gross margin decreased from 48.0% to 47.6%, reflecting targeted price investments, particularly online, in a more promotional trading environment. Operating profit before adjusting items and after interest on lease liabilities* decreased by 15.5%, driven by LFL pressure, targeted price investments, and with inflation and investment in supply chain, technology and systems, offset by headcount and operating cost efficiencies to support the Group's long-term growth ambitions. This segment represented 63% of Group revenue (FY25: 68%), following the acquisition of Hibbett and Courir, and remains the core focus of our JD Brand First strategy with 2,088 stores operating at the end of the period. # JD UK The UK remains JD's most mature market. Our 'fewer, bigger, better' estate optimisation strategy continued to enhance the quality and effectiveness of the UK store footprint, with 24 net store closures, reflecting targeted and disciplined portfolio rationalisation. Revenue decreased by 2.1% to £2,607m, with organic sales down 1.7% and LFL sales down 3.5%, reflecting continued pressure on our core consumer, end-of-cycle product headwinds and strong replica trade from the Euros tournament in the prior year. Alongside this, continued investment in a small number of destination stores to anchor regional presence and deliver an elevated brand proposition was demonstrated by the successful opening of our largest global flagship store at the Trafford Centre in Manchester, UK. Operating profit before adjusting items and after interest on lease liabilities* decreased by 5.5%, largely due to operating cost deleverage impacts. JD Gyms delivered another period of growth, with revenue up 11.0% to £136m. The business opened its 100th gym during the year and ended the period with 102 gyms in operation (FY25: 92). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # JD Europe Revenue increased by 9.5% to £2,408m (7.3% at constant FX rates), supported by new store openings, growing brand awareness and continued online growth, against a tough market and competitive backdrop, and varying country dynamics. Organic revenue grew 7.3%, with growth of 9.9% from net new space partly offset by -2.6% in LFL performance, with strong momentum in apparel, expansion of omni-channel capabilities including ship-from-store and click & collect, offset by lower footfall year on year and a softer footwear product cycle. JD strengthened its presence across key European markets, opening 51 net new stores, while maintaining a focus on product assortment, space productivity, and full price sell-through in an increasingly competitive landscape. Operating profit before adjusting items and after interest on lease liabilities increased by 7.3% (at constant FX rates), benefiting from cost efficiencies across retail, online and supply chain operations, including the roll-out of automation at the Heerlen Distribution Centre, which now supports JD Europe store replenishment. Store impairment charges of £63m have been recognised in the period within adjusting items, reflecting the Group's ongoing strategic optimisation of the European store portfolio. In addition, restructuring charges of £16m have been recognised in Germany in relation to actions underway to refine the operating model. Looking ahead, the Group is concentrating investment on markets with the greatest potential for profitable growth - including France, Iberia, Italy, Benelux, Ireland, Greece and Poland - while progressing restructuring in Germany and optimising store catchments in France and Eastern Europe. # JD North America JD North America revenue decreased by 1.3% to £2,403m but grew 2.9% at constant FX rates. Organic revenue growth of 2.9% was driven by net new space of 5.7% from 107 net store openings, (including conversions), partially offset by a 2.9% decline in LFL. JD's brand awareness strengthened in the US as we advanced the ongoing conversion programme from Finish Line to JD. Excluding Finish Line, JD North America LFL revenue increased by 3.1%. An enhanced e-commerce experience following the re-platforming of JD and Finish Line earlier in the period drove online growth. This was supported by strong performance in apparel, where the JD product assortment resonated well with consumers, driven by improved online ranging, targeted marketing and controlled price investments. In footwear, momentum in running together with successful retro launches helped balance softer demand across certain end-of-cycle product lines. Operating profit before adjusting items and after interest on lease liabilities* declined by 29% at constant FX on the prior period, reflecting the margin pressures and continued investment to strengthen the long-term positioning of JD in the North American market. # JD Asia Pacific Revenue grew 5.2% to £527m, representing growth of 8.5% at constant FX rates. This reflected net space growth of 8.1% from 13 new store openings, including a flagship store in Melbourne, alongside LFL growth of 0.4%. Performance was supported by growth in targeted categories and demographics, driven by improved access to exclusive product and broad-based category growth. Continued benefits from the roll-out of new e-commerce platforms further supported trading, complemented by enhanced peak fulfilment capability following the introduction of automation at our distribution centre in Australia. # Complementary Athleisure During the period, the Group renamed its 'Complementary Concepts' reporting segment to 'Complementary Athleisure' to better reflect the nature of the businesses included within the segment. There was no change to the composition of the reportable segments or to previously reported segment financial information. Complementary Athleisure comprises our Community business in North America (Hibbett plus City Specialists, DTLR and Shoe Palace); Courir in Europe; and our non-JD fascia stores across Eastern and Central Europe. Revenue was £3,208m, up 48.2% on the prior period (+53% at constant FX rates), driven by the full year contribution from the Hibbett and Courir acquisitions. Integration across Hibbett and our wider North American fascias continued to progress well, supported by procurement, technology and supply chain efficiencies. In North America, Community revenue growth reflected the annualisation of the Hibbett acquisition. Organic revenue growth* of 3.7% was driven by 4.0% growth from net new space, including the transfer of City Gear stores to DTLR and Shoe Palace, partly offset by -0.3% in LFL performance. Online trading performed strongly across fascias, underpinned by successful retro launches, an expanded brand proposition and sustained apparel growth. Operating profit before adjusting items and after interest on lease liabilities* was £210m, up 8.8% (14.1% at constant FX rates), driven by the annualisation of the Hibbett acquisition and the continued integration across the US fascias, resulting in cost synergies. Store impairment charges of £28m have been recognised in the period within adjusting items, reflecting the Group's ongoing optimisation of the Hibbett store portfolio. We continue to maintain a disciplined focus on store productivity, with actions taken to close smaller stores in underperforming locations and prioritise new larger stores in locations with stronger sale productivity potential. Revenue in our Complementary business in Europe increased 132% to £832m (125% in constant FX rates), following the acquisition of Courir in November 2024. Operating profit before adjusting items and after interest on lease liabilities* increased 357% to £33m (300% in constant FX rates), driven by the annualisation of the Courir acquisition. # Sporting Goods & Outdoor Revenue in Sporting Goods grew 5.7% to £1,006m (3.7% at constant FX rates), supported by resilient demand across family and performance categories. Operating profit before adjusting items and after interest on lease liabilities* increased by 15.3% (12.2% at constant FX rates), driven by efficiencies across the supply chain and distribution centres. Outdoors revenue was £502m, down 7.6% on the prior period. Whilst the consistently dry, warm weather supported camping categories, it negatively impacted demand for apparel and footwear. LFL sales declined 5.8%, reflecting a challenging trading environment across high-street locations and online. Online delivery costs, higher store repair expenses and rising utility costs contributed to an operating loss before adjusting items and after interest on lease liabilities* of £3m. Store impairment charges of £7m have been recognised in the period within adjusting items, reflecting a strategic review of the Outdoors store estate. As part of this review, a number of underperforming locations within the Blacks fascia have been identified for exit over the medium term. This forms part of a broader strategic plan to optimise the portfolio, with an increased focus on larger format Go Outdoors stores and more prominent high street locations. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chief Financial Officer's Statement continued # Geographical Report A performance summary of the four geographic segments in the Group can be seen in the table below. | FY26 | Total | North America | Europe | UK | Asia Pacific | | --- | --- | --- | --- | --- | --- | | | £m | £m | £m | £m | £m | | Revenue | 12,662 | 4,779 | 4,246 | 3,110 | 527 | | Operating profit before adjusting items after interest on lease liabilities* | 886 | 353 | 205 | 268 | 60 | | Operating margin before adjusting items after interest on lease liabilities* | 7.0% | 7.4% | 4.8% | 8.6% | 11.4% | | Number of stores | 4,811 | 2,519 | 1,562 | 615 | 115 | | FY25 | Total | North America | Europe | UK | Asia Pacific | | --- | --- | --- | --- | --- | --- | | | £m | £m | £m | £m | £m | | Revenue | 11,458 | 4,242 | 3,510 | 3,205 | 501 | | Operating profit before adjusting items after interest on lease liabilities* | 937 | 418 | 160 | 297 | 62 | | Operating margin before adjusting items after interest on lease liabilities* | 8.2% | 9.9% | 4.6% | 9.3% | 12.3% | | Number of stores | 4,850 | 2,504 | 1,579 | 665 | 102 | | | Total | North America | Europe | UK | Asia Pacific | | --- | --- | --- | --- | --- | --- | | | Change | Change | Change | Change | Change | | Revenue* | 10.5% | 12.7% | 21.0% | (3.0%) | 5.2% | | Operating profit before adjusting items after interest on lease liabilities* | (5.4%) | (15.6%) | 28.1% | (9.4%) | (3.2%) | | Operating margin before adjusting items after interest on lease liabilities* | (120)bps | (250)bps | 20bps | (70)bps | (90)bps | | Number of stores | (39) | 15 | (17) | (50) | 13 | The expansion of the Group's operations in North America, following the acquisition in Hibbett and investment in new stores has resulted in it now representing the largest geographic area from both a Revenue* and Operating profit before adjusting items after interest on lease liabilities* perspective, being 38% and 40% respectively. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Free Cash Flow A summary cash flow, showing how the change in cash and cash equivalents(1) is calculated, can be seen in the table below. | | 52 weeks to 31 January 2026 Em | Restated(1) 52 weeks to 1 February 2025 Em | | --- | --- | --- | | Profit before tax | 629 | 715 | | Add back impairments of tangible, intangible assets and investments | 130 | 125 | | Add back other non-cash adjusting items | 62 | 109 | | Add back cash adjusting items | 4 | - | | Add back non-lease net finance expense | 9 | - | | Less profit on disposal of associates | - | (75) | | Depreciation and amortisation of non-current assets | 966 | 786 | | Repayment of principal portion of lease liabilities | (508) | (420) | | Other(1) | 17 | 27 | | Operating cash flow net of lease repayments | 1,309 | 1,267 | | Change in working capital | (248) | (137) | | Capital expenditure | (401) | (515) | | Acquisition of non-current assets(1) | (12) | (19) | | Income taxes paid | (165) | (243) | | Non-lease net interest paid(1) | (21) | (14) | | Free cash flow(1) | 462 | 339 | | Cash outflow on adjusting items | (4) | - | | Repayment of interest-bearing loans and borrowings | (463) | (501) | | Drawdown of interest-bearing loans and borrowings | 407 | 865 | | Payment of arrangement fees on refinancing | (7) | - | | Acquisition of subsidiaries and NCI | - | (1,157) | | Cash consideration of disposals | - | 95 | | Cash received under shareholder arrangements relating to a subsidiary | 11 | - | | Equity dividends paid | (52) | (48) | | Share buyback programme | (201) | - | | Change in cash and cash equivalents(2) | 153 | (407) | | Cash and cash equivalents at the start of the period(2) | 695 | 1,102 | | Foreign exchange losses on cash and cash equivalents | (12) | 0 | | Cash and cash equivalents at the end of the period(2) | 836 | 695 | 1 The Group has updated its cash flow KPI from operating cash flow net of lease repayments to free cash flow - see page 33 for more details. As a result, acquisition of non-current assets and non-lease net interest paid are now presented as separate line items within free cash flow (previously included within 'Other' operating cash flows in FY25). Prior year comparatives have been represented for comparability, however, there is no net impact on free cash flow or the metric under its previous title. 2 Cash and cash equivalents equates to the cash and cash equivalents presented in the Consolidated Statement of Cash Flows, as reconciled in Note 34 to the Consolidated Financial Statements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 42 # Chief Financial Officer's Statement continued Profit before tax was £629m (FY25: £715m). The £86m decrease vs. the prior period is explained above. Non-cash add backs of impairments and adjusting items are explained on page 36. Lease liability repayments increased 21% to £508m, reflecting the full year impact of lease payments associated with prior year acquisitions of Hibbett and Courir, together with ongoing investment in new stores and supply chain infrastructure. Total depreciation and amortisation was £966m (£562m on right-of-use assets and £404m on owned assets), an increase of £180m (23%), also reflecting the full year impact of prior year acquisitions together with continued investment in the store estate and supply chain infrastructure. As a result, the Group operating cashflow net of lease repayments was £1,309m (FY25: £1,267m), an improvement of 3.3% on the prior period, reflecting the continued cash generative nature of the Group. There was a working capital outflow of £248m in the period (FY25: £137m outflow), comprising an outflow of £55m in inventory to support our new larger stores, an outflow of £84m in trade and other receivables, and an outflow of £109m in trade and other payables, reflecting timing movements and investment in working capital to support trading. Trade and other receivables includes a cash outflow from increases in lease related balances of £70m. Cash capital expenditure in the period was £401m, down £114m on the prior period. Investment in new store openings reduced as we adopted a more selective approach to expanding JD fascia stores globally. Supply chain capex also reduced, following significant investment in FY25 and prior periods to develop distribution centre capacity across Europe, the US and Australia. | | 52 weeks to 31 January 2026 | 52 weeks to 1 February 2025 | | --- | --- | --- | | Stores & gyms | 331 | 346 | | Supply chain infrastructure | 44 | 110 | | Technology and other | 26 | 59 | | Total capital expenditure excluding other non-current assets | 401 | 515 | Tax payments were £165m (FY25: £243m), reflecting the timing of payments in the prior period, particularly in the US, together with lower taxable profits in the current period. Free cash flow increased to £462m (FY25: £339m), reflecting strong underlying cash generation, lower capital expenditure and reduced tax payments in the period. Repayments of interest-bearing loans and borrowings were £463m (FY25: £501m), with drawdowns of £407m (FY25: £865m). The movements in the current year primarily reflect in year utilisation and repayment of the Group's Revolving Credit Facility ('RCF'), whereas the prior year included significant drawdowns to fund the Hibbett acquisition. In addition, £7m of arrangement fees were paid in relation to the refinancing of the RCF and the $700m Term Loan during the period. There were no material acquisitions in the current period (FY25: £1,157m), reflecting the absence of significant M&A activity compared with the prior period. There were no material disposal proceeds in the current period (FY25: £95m), with the prior period including proceeds from the partial disposal of the Group's shareholding in Applied Nutrition. The Group received £11m in the period relating to shareholder arrangements following the disposal of a 40% interest in its Thailand business, to a minority partner, as part of a strategic partnership to grow our business in Thailand. The Group paid £52m in equity dividends (FY25: £48m) and completed a £201m share buyback programme (including transaction fees) during the period (FY25: £Nil). As a result, the change in cash and cash equivalents was an inflow of £153m (FY25: £407m outflow). The Group ended the period with cash and cash equivalents of £836m (FY25: £695m), maintaining a strong liquidity position, and net cash before lease liabilities of £311m (FY25: £52m). On an IFRS 16 basis, the Group reported net debt of £2,827m, including lease liabilities of £3,138m, equating to a net leverage ratio of 1.4x. Including the Genesis put option liability, net debt increases by £787m, resulting in a net leverage ratio of 1.9x, which remains within the Group's investment grade parameters. The Group continues to maintain a strong balance sheet, supported by significant liquidity headroom. ## Refinancing During the period the Group refinanced its syndicated bank borrowing facility, increasing total committed facility to £1bn, from £700m as at 1 February 2025. The facility has a maturity date of 8 July 2030, and includes two one-year extension options, subject to lender consent. In addition, the Group entered into a new US Term Loan Facility Agreement with total commitments of $700m. The new facility was drawn in full on inception and has a three year term, maturing on 8 July 2028, followed by two one-year extension options subject to lender consent. The total liquidity from cash and available undrawn facilities is £1.8bn at 31 January 2026 (1 February 2025: £1.6 bn). ## Acquisitions The Group did not complete any material acquisitions in the current period. ## Disposals On 24 April 2025, the Group disposed of its 77.5% equity interest in Wheelbase Lakeland Limited for cash consideration of £2m. During the period, the Group disposed of a 40% interest in its Thailand business to a strategic local partner to support the development of the business, while retaining a controlling interest. The arrangement includes put and call options over the 40% interest, together with governance and contractual rights, which result in the Group retaining control of the subsidiary in accordance with IFRS 10. No material gain or loss arose on these transactions. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 43 # Capital allocation priorities, and returns to shareholders Our Board recognises the Group's strong and increasingly cash generative profile, and has therefore updated its capital allocation policy to reflect its ongoing commitment to provide attractive returns to shareholders. Supported by a strong balance sheet and a disciplined approach to net leverage, targeting levels broadly in line with investment grade standards, our capital allocation priorities are as follows: - Reinvest in the business where economic returns are attractive: to organic and/or 'bolt-on' inorganic growth opportunities that accelerate our strategy. Capital expenditure for organic investment is expected to normalise between c.3% and 3.5% of sales over the medium term. - Maintain leverage headroom: to meet future obligations, including settlement of the Genesis put and call option in FY30/FY31. - Pay a dividend: progressive ordinary dividend growth, moving over time towards a more attractive dividend yield. - Buy back shares: deploy surplus cash to share buybacks via a rolling annual share buyback programme of £200m. Ordinary dividend: Reflecting the framework above, the Board intends to continue delivering progressive ordinary dividend growth. Over time, we expect to move the Group towards a dividend yield more in line with FTSE 350 retail peers while maintaining flexibility to manage macro-economic and trading variability. The Board has proposed a final dividend per share of 0.87 pence per share (FY25 final dividend: 0.67 pence per share). This results in a proposed total dividend per share of 1.20 pence per share in respect of FY26, which is 20% higher than the prior year (FY25: 1.00 pence per share). The final dividend is subject to shareholder approval at the Annual General Meeting on 21 July 2026. If approved, it will be paid on 31 July 2026 to shareholders on the register at close of business on 3 July 2026. The shares will go ex-dividend on 2 July 2026. Share buybacks: The move to a rolling £200m annual buyback recognises our strong free cash flow generation, and our confidence in its continued strength. In addition to the ordinary dividend and the first £200m buyback programme (completed in December 2025), we commenced another £200m share buyback programme on 23 February 2026, the first £100m tranche of which is expected to complete in H127. # Consolidated statement of comprehensive income Profit for the period was accompanied by a net movement in other comprehensive income, primarily driven by foreign exchange volatility. The Group recognised a £154m loss on the translation of foreign operations, reflecting the weakening of certain overseas currencies, primarily the US Dollar, against Sterling during the period. This translation impact is non cash in nature and does not affect the Group's underlying trading performance or cash generation. Partially offsetting this, the Group recorded a £19m fair value gain on financial instruments, relating to its investment in Applied Nutrition, of which we hold 9.78% at period end. This gain reflects an increase in the valuation of the investment over the period. # Consolidated statement of financial position Total assets at period end of £9,791m are broadly consistent with the prior period (FY25: £9,959m), with no significant changes in the composition of the balance sheet in the absence of material acquisition or disposal activity during the year. Total liabilities are similarly stable at £6,351m (FY25: £6,587m). Movements in the period primarily reflect underlying trading activity and normal course financing and lease movements, with no material structural changes compared with the prior year. The change in net cash and cash equivalents was an inflow of £153m for reasons explained above. The Group retained a strong balance sheet with net cash before lease liabilities* of £311m. # Post-balance sheet events ## Disposal of interest in JD Israel On 15 February 2026, the Group completed the disposal of its interest in the JD Israel joint venture to its joint venture partner, MGS, for £Nil consideration. A provision of £4m in respect of the exit was recognised in the year. See Note 4 for further information. ## Share Buyback As announced on 23 February 2026, the Company has commenced a further share buyback programme to repurchase ordinary shares with a market value of up to £200m, in addition to the two £100m schemes both completed during FY26. The purpose of the programme is to reduce share capital and, accordingly, the shares repurchased will be cancelled or held in treasury. The first tranche of £100m will complete by 31 July 2026, with the second following thereafter for the sum of up to £100m. ## Disposal of Interest in Applied Nutrition In March and April 2026, the Group reduced its shareholding in Applied Nutrition from 9.78% to 9.1% through a series of partial disposals, generating proceeds of approximately £2m. On 16 April 2026, the Group disposed of its remaining 9.1% shareholding for cash proceeds of £49m. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Principal Risks ## Our Framework and Process ### RISK MANAGEMENT PROCESS The Group Risk Management Framework ('RMF') sets out the approach JD Sports Fashion Plc takes to managing risk. The diagram below summarises the framework's components. The RMF assists the Board, its sub-committees, the Executive team and leadership in executing the Group strategy by providing a standard approach and process for the management of risk. By clearly defining the approach to risk, the organisation can more easily consider risk priorities across the Group and act on the areas of greatest importance. ![img-60.jpeg](img-60.jpeg) ### Risk Governance and Leadership The Board is accountable for monitoring the Group's risk management arrangements, the top (principal) risks and the effectiveness of the internal controls used to manage them. The Board delegates regular oversight to the Audit & Risk Committee ('ARC'), which undertakes risk and control reporting and deep dives, facilitated by the Group Risk team. The business categorises its risks into nine Key Risk Areas ('KRAs'), each with an Executive-level KRA owner who provides oversight and leadership. The Executive owners meet quarterly at the Executive Risk Committee ('ERC') to monitor emerging risks, provide review and challenge of the Group's top risks, review risk appetites, action plans and risk acceptances, promote a risk aware culture, and input into risk reporting for the ARC. ### KEY RISK AREAS Strategic Logistics Retail Operations Technology Legal & Regulatory Financial People ESG & Sustainability Property ### Risk Appetite Each KRA is underpinned by a risk appetite statement that defines the level of risk that the Group is willing to accept in normal business operations. These statements support effective and consistent decision making in line with the Group's appetite to risk. The Board is accountable for ensuring the statements are reviewed and updated annually. ### Risk Identification and Assessment The business monitors and assesses risk on a continuous basis. Alongside using external and internal data insight, the Group Risk team holds quarterly sessions with each Executive KRA owner to help identify, capture and discuss new and existing risks, with outputs informing ERC and ARC content. Risks are scored using a standard likelihood and impact matrix with supporting assessment criteria, allowing KRA owners, ERC and ARC to assess risks relative to one another and prioritise them within agreed risk appetites. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 45 # Risk Mitigation and Control Once risks are identified and assessed, the risk appetite statements help inform whether the risk will be accepted, transferred (e.g. through insurance), reduced or avoided. Where action is required to reduce a risk, action plans and timelines are agreed with KRA owners. This could include implementing specific controls, a programme of controls or one-off actions. To support mitigation of risks, the Group's internal controls programme includes a range of Entity Level Controls ('ELCs') to enhance the business's overall control environment. Examples include Group-wide frameworks for internal controls over financial reporting, IT general controls and business resilience arrangements. Refer to the Audit & Risk Committee Report on page 99 for the assessment of the effectiveness of internal controls. # Risk Monitoring Monitoring helps stakeholders including KRA owners, the Executive team and the Board track risks and identify potential areas of focus early. To support this, the top risks for the Group are monitored via a range of assurance activities (first, second and/or third-line) and Key Risk Indicators ('KRIs'), with regular reports provided to ERC and ARC. Where applicable, action plans to reduce risk levels are tracked and reported. # Emerging Risks A key part of the risk management approach is to identify and assess emerging risks which have the potential to impact the Group's strategic aims. The Group Risk team utilises internal and external insight to facilitate horizon scanning with KRA owners and stakeholders. Updates are provided for consideration to the ERC, ARC and Board. Each emerging risk is allocated within a KRA to ensure ownership is understood and exposure to the risk can be managed where required. Where business exposure increases or outcomes become more certain, the ERC and ARC determine whether the risk should be reclassified as a current risk or escalated to a principal risk. Through the year, emerging risk topics have included geopolitical instability, consumer trend changes, technology advancements (including AI-related opportunities and threats), competitor environment and environmental, social and governance ('ESG') reporting requirements. Preventative mitigation of these risks throughout the year has included continuous improvements to consumer insights, introduction of AI governance arrangements, and additional support for the Group ESG team. # Risk Management Developments During the year, risk management has been separated from the internal audit function and brought together with the internal controls and insurance teams, forming a risk function better aligned to business needs and the three lines of defence model. An experienced Group Head of Risk joined the Group in May 2025. Further developments through the year have included: - introduction of a risk management tool to support documentation, monitoring and reporting of risks across the Group; - updates to the Group RMF to improve alignment to business needs and best practice; - continued improvement of risk descriptions, KRIs and data sources; - further alignment of ELCs and top risks, with risk priorities informing targeted ELC improvements; - prioritised roll-out of the Group RMF to specific divisions; and - establishment of regular risk deep dives aligned to top risks, presented by risk owners to ERC and ARC. # Provision 29 The requirements in Provision 29 of the 2024 Corporate Governance Code (the 'Code') will be in effect for the Group's FY27 Annual Report. During the year, the Group Risk team has supported preparations for the changes, including: - defining Provision 29 risks; - identifying related material controls; - starting to test the design and effectiveness of material controls; - providing updates and reporting to the ERC and ARC; and - taking learnings to inform planning for next year. Further details can be found in the Audit & Risk Committee Report on page 99. # Principal Risks The Group's principal risks are the most significant risks to the organisation. Each principal risk is owned by a member of the Executive team, and is subject to review on a quarterly basis at the ERC. Each risk is managed against the defined risk appetite. At least once a year, the Board, supported by ARC, assesses how effectively the Group manages the principal risks. The Directors confirm that, during the financial period, there has been a robust assessment of the principal risks and uncertainties facing the Group, including any emerging risks, and those that would threaten its business model, future performance, solvency or liquidity. Changes to the principal risks through the year have reflected developments in the Group's strategy as well as external factors. These have included the following: - The Consumer Demand & Trading Conditions risk now incorporates specific aspects relating to proposition and JD brand health. - Macro Volatility has been added to reflect challenges that changing external factors present to forecasting. - Operating Model has been included to capture the need to effectively optimise the scale of the organisation. - Certain risks have been removed due to reducing relevance, risk or their incorporation into other principal risks, including: - Acquisition Value & Integration, due to reduced merger and acquisition activity across the Group; - Ability to Scale, due to reduced new store targets; and - Talent & Resourcing, which is now a factor in the Operating Model risk. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Principal Risks continued The following table outlines the Group's principal risks. We have highlighted any change in perceived risk trend in 2025/26, key mitigation activities and links to the Group's strategy. Key: | Change in risk exposure | 1 Increased risk exposure | No change in risk exposure | 1 Reduced risk exposure | 2 New inclusion | | --- | --- | --- | --- | --- | | Strategic link | 3 JD Brand First | 4 Complementary Concepts | 5 Beyond Physical Retail | 6 People, Partners and Communities | # Consumer Demand & Trading Conditions | KRAs | Risk Description | Mitigating Activities | | --- | --- | --- | | Strategic Retail Operations | As market and fashion trends evolve, it is vital for the Group to remain relevant to new and existing customers. Ongoing macro-economic pressures and changing consumer behaviours continue create a challenging operating environment for the Group and our brand partners. | The Group continues to invest in store refurbishment, visual merchandising, retail theatre, customer service and digital integration to enhance the consumer's retail experience. | | Risk trend | | | | Link to our strategy | | | | JD Brand First Complementary Concepts Beyond Physical Retail | | | | | As markets continue to develop and regional demographics change, the Group needs to evolve and optimise its proposition across products, fascias and channels globally in order to maximise reach, share and business model resilience. | We provide customers with a range of propositions across products, fascias and channel mix. We invest to remain the partner of choice for many large and small brands, identifying new trends and partnerships and using our own label ranges to compliment our overall offering. We continue to review and identify how we can best optimise our propositions globally to meet customer needs. | | | JD Brand Health The core of the business remains with the JD Brand, and it is essential that we continue to drive brand awareness and consideration in order to improve JDs global presence and market share. | We are continually improving our customer data and analysis, including from a wide range of digital, store and social touchpoints. In addition, changing demographics, competitor activity and broader macro-economic factors are closely monitored and considered when determining future strategy. | | | | The JD Brand is focused on ensuring the customer receives the best experience across all channels, through internal collaboration and alignment between retail and digital teams. The expansion of the JD STATUS loyalty programme is providing consumers with a more personalised experience, as well as improving JD's consumer insight globally. We continue to identify and implement marketing strategies to drive JD brand awareness. | # Cyber Security | KRA | Risk Description | Mitigating Activities | | --- | --- | --- | | Technology | Cyber-crime continues to become more sophisticated and prevalent. A cyber-attack that compromises our systems or data has the potential to cause major disruption and cost to the business, damage stakeholder trust and result in significant legal and/or civil action. | The Group has continued to invest to protect its sites, systems and data from exposure to cyber-attacks. This has helped to prevent a worsening risk trend in cyber security. | | Risk trend | | | | Link to our strategy | | | | JD Brand First Complementary Concepts Beyond Physical Retail People, Partners & Communities | | | | | It is essential that the Group has effective arrangements in place to detect and prevent cyber-attacks, alongside the ability to recover quickly if critical systems or data is compromised. | The cyber programme uses internal and external insight to identify cyber security priorities and is delivering targeted improvements across the Group's fascias and geographies to reduce risk. Our position is frequently reassessed to account for the continuously changing landscape. | | | | Processes are in place to review and manage the security risks within our systems in order to quickly detect and respond to threats. Cyber security incidents are responded to proportionately with the support of strategic partners and technology. | | | | We continue to focus on cyber security education and awareness across the Group. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Major Business Disruption ## KRAs ### Financial Logistics Technology **Risk trend** ↔ **Link to our strategy** - JD Brand First - Complementary Concepts - People, Partners & Communities ## Risk Description The Group relies on a global supply chain and technology infrastructure that uses both internal and externally provided components and services. It is essential for the Group to understand and effectively manage risks to the most critical elements of this to prevent major interruptions to our operations. External events may occur that the business is unable to prevent, such as extreme weather, pandemic or a third-party technology interruption. The business must have the ability to quickly react, manage and recover from such events, reducing the impact on operations, stakeholder trust and business viability. ## Mitigating Activities The Group has invested in specialist resource to lead activity to further enhance business continuity and resilience arrangements, including prevention, management and recovery. Priorities and improvement plans have been determined across the Group and implementation started. Activity is cross-functional, utilising expertise from across the Group, including Business Resilience, Risk, Technology, Procurement and Operational teams. External stakeholders are engaged to take learnings from recent external events and evolving best practice. The Group maintains targeted insurance and third-party specialist services to support in the event of major disruption to operations. The Group's global supply chain strategy is in place to balance efficiency and productivity with overall resilience. Distribution centres have support from third parties to protect operations and minimise recovery times. The business maintains close relationships with key third parties and suppliers to manage critical processes and provide early awareness of potential issues. Activity is underway to build on these arrangements via an enhanced third-party management framework. # Technology Capabilities ## KRA ### Technology **Risk trend** ↓ **Link to our strategy** - JD Brand First - Complementary Concepts - Beyond Physical Retail ## Risk Description The Group relies on its technology infrastructure to service its customers consistently and effectively across all channels. Sustained interruptions in the performance or availability of core systems could have a significant impact on business operations and customer experience, leading to reductions in revenue, margins and customer trust. As technology capabilities and customer expectations advance, it is essential that the business keeps pace to provide a reliable and effective technology infrastructure that enables the business. ## Mitigating Activities The Group maintains a clear technology strategy, focused on prioritised developments to the technology infrastructure to enable business objectives and reduce the risk of interruption. Delivery through the year has supported a reduction in the risk trend. Digital capabilities are being enhanced, with activity including re-platforming of a range of e-commerce services and introduction of AI-driven agentic commerce initiatives. Procurement and legal processes are applied to help ensure service level agreements with vendors are appropriate for the business needs. Material IT services for the Group are hosted in enterprise-grade data centres with high availability and reliability at the core of their design. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Principal Risks continued Key: | Change in risk exposure | Increased risk exposure | No change in risk exposure | Reduced risk exposure | New inclusion | | --- | --- | --- | --- | --- | | Strategic link | JD Brand First | Complementary Concepts | Beyond Physical Retail | People, Partners and Communities | # Operating Model | KRAs | Risk Description | Mitigating Activities | | --- | --- | --- | | **Strategic People** Risk trend Link to our strategy JD Brand First Complementary Concepts People, Partners & Communities | The Group operates a global business, incorporating a diverse range of fascias, teams and geographies. Leveraging this scale supports the successful delivery of the Group's strategic objectives and maximises efficiency and value. If the Group does not continue to evolve its global operating model across people, processes and systems, it will limit the ability to fully realise these benefits. | Optimising the Group's operating model is a focus for the business, with continued review and improvements being driven by the Chief People Officer. The Group continues to develop targeted shared services programmes, providing enhanced, aligned and more efficient support to fascias. The People function is championing global mobility, and encouraging the sharing of knowledge and expertise across the Group, supporting collaboration, talent development and retention. System transformation is a continued area of investment by the Group, providing improved capabilities to support local, shared and Group-level services. | # Legal, Regulatory & Compliance | KRA | Risk Description | Mitigating Activities | | --- | --- | --- | | **Legal & Regulatory** Risk trend Link to our strategy JD Brand First Complementary Concepts Beyond Physical Retail People, Partners & Communities | The Group operates in a fast-paced retail environment that is governed by legislation, codes of practice, guidance and standards across all territories in which it operates. The Group recognises that non-compliance with these legal and regulatory frameworks could result in financial penalties and impacts, operational disruption, and/or reputational damage. It is therefore essential that the Group maintains proportionate and effective controls to manage compliance, while actively monitoring emerging global legislative and regulatory developments. | The Group's Legal Compliance team advises the business on current and emerging legal and regulatory frameworks, working with local legal teams and utilising external advisers as required. Specialist legal and compliance resources are in place to develop and support programmes in higher risk areas such as Health and Safety, Data Protection, Anti-Bribery and Competition. The Group maintains policies, procedures and targeted training programmes to support colleagues' awareness of requirements and to facilitate appropriate decision making. Reporting mechanisms are in place to capture, analyse and learn from incidents and regulatory contacts. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Macro Volatility | KRAs | Risk Description | Mitigating Activities | | --- | --- | --- | | **Strategic Financial** **Risk trend** **↑** Link to our strategy **Job Brand First** **Complementary Concepts** | Macro volatility, including evolving global and local market conditions, consumer trends and macro-economic factors can add complexity to business forecasting. This can impact planning effectiveness and lead to missed opportunities, and failure to meet stakeholder expectations. The Group recognises the importance of building macro volatility into its forecasting to support effective planning and decision making, and to help set and deliver to expectations. | The Group continues to invest in its planning and analysis capabilities to enhance medium and long-term forecasting, incorporating macro considerations through a range of internal and external inputs, and utilising technology advancements. The business continues to deliver improvements across a range of data insight areas and systems that provide the foundation to further enhance forecasting capabilities. | # Financial Reporting & Control | KRA | Risk Description | Mitigating Activities | | --- | --- | --- | | **Financial** **Risk trend** **↑** Link to our strategy **Job Brand First** **Complementary Concepts** | The Group operates across a range of entities and geographies with different financial systems and levels of manual processing. These factors can increase the risk of fraudulent or inaccurate reporting going undetected. Processes and controls are in place to minimise the risk, but the Group recognises the need to continue to embed its controls and drive efficiencies. In addition to reporting controls, the Group recognises the importance of maintaining controls to manage risks relating to transactional foreign exchange, tax, cash flow management and liquidity. | The Group has utilised its finance transformation and Internal Controls over Financial Reporting ('ICFR') programmes to improve the overall finance control environment. The suite of finance systems has been enhanced, operational finance processes improved, and risk-based financial controls established across the Group. Continued progress has been made on targeted improvements to IT general controls and reduced reliance on manual processes and controls. The Group regularly assesses its internal and external fraud-related risks and continues to improve detection and prevention processes. The Group has a well-established profit and asset protection function which lays out clear policies and processes to identify and manage store and operational fraud risks. The Group operates appropriate controls and maintains oversight to manage transactional foreign exchange exposures, tax, cash flow management and liquidity. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Assessment of the Group The Board regularly reviews the current financial position and performance, and assesses the future prospects of the Group. As part of this assessment, the Board reviews the Group's income and expenditure projections, cash flows and other key financial ratios, along with the potential impact of, and challenges presented by, the principal risks outlined on page 44 to 49. The Group's strategy, along with the factors likely to affect the development, performance and position of the businesses, are detailed throughout the Strategic Report on pages 2 to 81. # Viability Reporting In accordance with Provision 31 of the 2024 UK Corporate Governance Code (the 'Code'), the Directors have assessed the Group's Viability. The Longer-Term Viability for the Group is assessed for a period longer than for the going concern analysis. The Directors have considered a period of 36 months from the balance sheet date for the assessment of Long-Term Viability. A period of 36 months has been selected as the Board considered this to be an appropriate period to assess performance and the potential impact of key risks in a fast-paced retail environment. The 36-month period also strikes a balance between the time horizons across the different aspects of the Group, such as short-term detailed financial budgets and forecasts, medium-term financing considerations and retail space planning. Our committed UK £1 billion syndicated Revolving Credit Facility is now available until 8 July 2030, following a refinancing in the period. On 8 July 2025 the Group entered into a new Term Loan facility for a total commitment of $700 million for the purpose of refinancing the existing Term Loan which was drawn for the acquisition of Hibbett Inc in July 2024. From the original Term Loan of $1 billion the balance of $700 million was refinanced and the new facility was drawn in full. The counterparties to the new Term Loan comprise a larger syndicate of 10 banks, representing an increase on the lender group under the previous facility. The term of the facility is 3 years and expires on 8 July 2028 followed by 2 one year extension options subject to lender consent. Both the Revolving Credit facility and Term Loan refinanced in the period can be made available for the viability period, subject to lender consent on the Term Loan. Whilst all the risks identified in our Principal Risks section could have an impact on the Group's performance, the specific risks that have been focused on for the purposes of Viability Reporting are those that pose the greatest risk to the Group's financial position, being a potential reduction in sales volumes due to: 1. A material and unexpected reduction in sales or demand due to 'shock' significant business continuity events affecting peak trading relating to: a) cyber-attacks (impacting our key order processing system and resulting in the Group's UK and European sales platforms being unable to trade for a period of two months, impacting the peak trading period of December 2026); or b) business continuity events affecting the Group's main Distribution Centre. 2. 'Slow burn' scenarios relating to: a) business interruption impacting the availability of inventory, from one of our key Sports Fashion suppliers; or b) increased costs of purchasing inventory and reduced consumer demand arising from geopolitical uncertainty in the US market. The Board has evaluated the impact of these risks occurring assuming any mitigating actions within the Group's control such as a reductions in capital expenditure, discretionary spend, dividends and other shareholder distributions were not taken. A reverse stress test has also been performed on the base forecasts which indicates that a combination of the above severe but plausible scenarios all occurring at the same time would be required for the Group to breach a covenant before consideration of mitigating actions. A combination of all the factors above would not exhaust liquidity. This is not considered to be a plausible scenario, as the combination of all scenarios simultaneously is considered to be remote and does not take into account the mitigating actions outlined above. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Viability Statement All the forecast scenarios indicate that there remains sufficient headroom for the Group to operate within the committed facilities and to comply with all relevant banking covenants during the forecast period. The Board therefore has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment. # Going Concern The Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the Group and Company financial statements. This conclusion is based on the following considerations: At 31 January 2026 the Group had a total cash and cash equivalents balance of £836 million (1 February 2025: £695 million) (see Note 34). As noted above, during the period the Group refinanced its syndicated bank borrowing facility, increasing total committed facility to £1 billion, from £700 million as at 1 February 2025. The facility has a maturity date of 8 July 2030, and includes two one-year extension options, subject to lender consent (see Note 21). As at 31 January 2026 £13 million of these facilities had been drawn down in the period (1 February 2025: £36 million). In addition, the Group entered into a new US Term Loan Facility Agreement with total commitments of $700 million. The new facility was drawn in full on inception and has a three-year term, maturing on 8 July 2028, followed by two one-year options subject to lender consent (see Note 21). The total liquidity from cash and available facilities is c.£1.8 billion at 31 January 2026 (1 February 2025: c.£1.8 billion). These facilities are subject to certain covenants as noted above. The Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Directors have prepared cash flow forecasts for the Group covering a period of at least 12 months from the date of approval of the Group and Company financial statements, including a range of severe but plausible downside scenarios. These forecasts indicate that the Group and Company will be able to operate within the level of its agreed facilities and in compliance with applicable covenants. The Directors have prepared severe but plausible downside scenarios which cover the same period as the base case. An increase of US cost of goods arising from geopolitical uncertainty has been considered, in addition to a range of reasonably plausible downside scenarios for the purposes of viability reporting. This has considered the specifics of a significant business continuity event adversely impacting one of the Group's main Distribution Centres (Kingsway) across the Q4 FY27 peak trading period; a significant cyber-attack resulting in a significant proportion of the Group's online sales platforms being unable to trade for a period of two months, impacting the peak trading period of December 2026; and a severe but plausible reduction in the allocation of inventory, or business interruption impacting the availability of inventory, from one of our key Sports Fashion suppliers. The forecast cash flows reflecting the above scenarios individually indicate that there remains sufficient headroom for the Group to operate within the committed facilities and to comply with all relevant banking covenants during the forecast period (further details of which are contained in Note 21). Furthermore, mitigating actions within the Group's control could be taken, should these severe but plausible scenarios occur, including reductions in capital expenditure, discretionary spend, dividends and share buybacks. These mitigating actions have not been modelled. A reverse stress test has also been performed on the base forecasts which indicates that a combination of the above severe but plausible scenarios all occurring at the same time would be required for the Group to breach a covenant before consideration of mitigating actions. A combination of all the factors above would not exhaust liquidity. This is not considered to be a plausible scenario, as the combination of all scenarios simultaneously is considered to be exceptionally remote. The Directors have considered all of the factors noted above and are confident that the Group has adequate resources to continue to meet all liabilities as and when they fall due for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis. ![img-61.jpeg](img-61.jpeg) Dominic Platt Chief Financial Officer 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # ESG # INSPIRE CHANGE, SHAPE THE FUTURE, EMBRACE SUSTAINABILITY ESG INDEX | Section | Pages | | --- | --- | | Overview and Highlights | 53 | | Environmental | | | TCFD | 54 | | ESG in Action | 62 | | Greenhouse Gas Emissions | 63 | | Water Stewardship and Biodiversity | 65 | | Product Manufacturing – Private Label | 66 | | Social | | | Modern Slavery | 67 | | Ethical Sourcing | 68 | | Our People | 69 | | The JD Foundation | 72 | | Governance | | | Section 172 Statement | 74 | | Stakeholder Engagement | 76 | ![img-62.jpeg](img-62.jpeg) > Our differentiator remains our connection with young people – a defining strength for JD. Sustainability disclosures have become more standardised but JD continues to lead the sector evidenced by our CDP climate change score. Our ESG credentials are strongest in the ‘Social’ pillar, where our actions are delivering positive outcomes for customers, colleagues and the communities we serve. Darren Shapland Chair of the ESG Committee # ESG overview The ESG Committee, chaired by Darren Shapland, Independent Non-Executive Director, is responsible for supporting the Board in the delivery of the Group's ESG strategy. The Committee oversees the Group's approach to sustainability and is responsible for reviewing and monitoring the Group's strategies, objectives, policies, procedures, performance and disclosures relating to environmental, social and governance matters. A full description of the ESG Committee's responsibilities is set out in the ESG Committee Report on pages 102 to 103. Biographical details of ESG Committee members can be found on pages 84 to 85. The ESG Committee is supported by the ESG Management Committee. Further information on the ESG Management Committee's role and responsibilities is provided on page 55. ![img-63.jpeg](img-63.jpeg) The Group has referenced the Sustainable Development Goals ('SDGs') most relevant to our business objectives to demonstrate our alignment with the UN's global partnership principles. For more information on SDGs, visit https://sdgs.un.org/goals Throughout the Annual Report ^{\text{※}} indicates an instance of a term defined and explained in the Alternative Performance Measures section on page 222 to 228 along with a reconciliation to statutory measures. Further detail setting out the background to the Alternative Performance Measures is given in Note 1 to the consolidated financial statements. The definition of adjusted items is included in Note 4 to the consolidated financial statements on page 154. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Highlights ## 89% of colleagues responded to our Global Engagement Survey. ## Over 73% of our roles (globally) are held by colleagues under the age of 30. ## 80% of colleagues responded positively to the Global Engagement Survey questions on JD's culture, an increase of 19% since 2023. ## CDP 'A LIST' achieved for two consecutive years on 'Climate Change'. ## £2.5m donated to community projects and charity partners via the JD Foundations in the UK and US (FY25/26). # Environmental - The Group maintained its 'A' list status from the Carbon Disclosure Project, surpassing our sector average by two grades, and 'A' grade for Supplier Engagement. - The Group achieved a 'B' grade for Water Security, two grades above our sector average. - Our private label team exceeded documented targets by sourcing 99% of our cotton via the Better Cotton Initiative. - The Group retained 'Zero Waste to Landfill' accreditation at our largest UK and Iberia distribution centres and office locations. # Governance - We continued to invest in strengthening our governance standards and framework. - We reviewed Board composition and succession planning, and we welcomed Sarah Kuijlaars to the Board. She brings valuable public company finance leadership, strong accounting and disclosure expertise, and broad experience across governance matters. - We maintained constructive engagement with investors to strengthen transparency specifically around remuneration. # Social Impact - This year, we strengthened our global commitment to improving youth employability through impactful partnerships with The King's Trust, Diversity in Retail, Girls Inc., 100 Black Men of America and Unlimited Girls. - Our flagship employability initiative, JD UP, continued its expansion, with highly successful immersive careers events held in Manchester and Madrid in 2025. These events play a key role in raising aspirations and broadening career pathways for young people from lower socioeconomic backgrounds. - As part of World Mental Health Day, our CEO and Global Senior Leadership team reaffirmed the Group's commitment to fostering positive mental health in the workplace. - JD Charitable Foundations in the UK and NAM held fundraising events including a UK Gala and NAM Golf Day. Collectively, these two efforts alone raised over £776,000 to support community initiatives and charitable partners. ![img-64.jpeg](img-64.jpeg) # Sustainability and Compliance of our Brand Partners The Group is an omni-channel retailer of branded sports fashion, from two channels: - Over 84% of our sales are from globally recognised third-party brand partners including Nike, adidas, New Balance, Puma and The North Face. - Our private label portfolio includes brands like McKenzie, Technicals and Unlike Humans, with sustainability at the core of our sourcing strategy - emphasising the use of recycled materials and Better Cotton. - The international presence and recognition of our leading third-party brand partners are fundamental to our ESG strategy and objectives. To create value for their stakeholders, these partners are required to anticipate, meet and surpass consumer expectations regarding product quality, sustainability and ethical supply chain practices. We closely monitor and summarise the environmental and social disclosures, standards and policies of our major brand partners, as outlined below. | Brand | UN Fashion Charter | ZENC equivalent | Science Seism Targets | Water Advocacy | Animal Welfare Policies | Better Cotton | Human Rights Policy | | --- | --- | --- | --- | --- | --- | --- | --- | | adidas | ● | ● | ● | ● | ● | ● | ● | | ASICS | ● | ● | ● | ● | ● | ● | ● | | New Balance | ● | ● | ● | ● | ● | ● | ● | | Nike | ● | ● | ● | ● | ● | ● | ● | | The North Face (VF Corp) | ● | ● | ● | ● | ● | ● | ● | | Puma | ● | ● | ● | ● | ● | ● | ● | Premium materials contribute to the durability of our footwear and apparel, making quality branded products a more sustainable choice within the fashion industry. These items have a longer life-cycle, as they are often re-used, resold or donated, and tend to retain their value longer than non-branded alternatives. Our ESG Management Committee maintains ongoing dialogue with key third-party brand partners, monitoring their progress toward climate goals and providing updates on our own sustainability initiatives. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 54 ESG continued # ENVIRONMENTAL # TCFD # INDEX OF TCFD RECOMMENDED DISCLOSURES | Section | Pages | | --- | --- | | 1. Governance | | | a) Describe the Board's oversight of climate-related risks and opportunities | 55 | | b) Describe the management's role in assessing and managing climate-related risks and opportunities | 56 | | 2. Strategy | | | a) Describe climate-related risks and opportunities the organisation has identified over the short, medium and long term | 56 | | b) Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning | 57 | | c) Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario | 57 to 58 | | 3. Risk Management | | | a) Describe the organisation's processes for identifying and assessing climate-related risks | 59 | | b) Describe the organisation's processes for managing climate-related risks | 59 to 60 | | c) Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation's overall risk management | 60 | | 4. Metrics and Targets | | | a) Describe the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process | 60 | | b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas ('GHG') emissions, and the related risks | 60 | | c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets | 61 | # UK Listing Rule 6.6.6R(8) Compliance Statement The Group has complied with all of the requirements of UKLR 6.6.6R(8) by making climate-related financial disclosures within this report, and additional information as referenced within, that are consistent with the TCFD recommendations. # Disclosures and Standards The Group's TCFD response features supplementary information and references to TCFD aligned disclosures and standards including the following: - Carbon Disclosure Project, recognised by TCFD as supporting TCFD recommendations via over 25 aligned climate-related questions on topics including governance, risks and opportunities, strategy, targets and emissions. - Science Based Targets initiative ('SBTi'). The Group's approved emissions reduction targets are referenced. These targets are validated by the SBTi, which is also aligned to TCFD principles. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # TCFD 1: ## 1. GOVERNANCE ## Disclose the organisation's governance around climate-related risks and opportunities ### a) Describe the Board's oversight of climate-related risks and opportunities The Board retains ultimate accountability for risk management across the Group. It delegates regular oversight of the Group's risk management and internal control framework to the Audit & Risk Committee, which is responsible for reviewing and approving the Group's risk profile and, at the Board's request, undertaking a robust assessment of the Group's principal risks and emerging risks, of which climate change has been identified. ESG & Sustainability Risk is defined as one of the Group's nine Key Risk Areas ('KRAs') to which all Group risks are aligned. The Group Chief Growth Officer is the Executive-level owner of the ESG & Sustainability Risk KRA and is responsible for monitoring this KRA risk within the approved risk appetite, agreeing controls and mitigations plans for the most significant risks, and setting Key Risk Indicators ('KRIs') to support ongoing monitoring and reporting. Since its inception in 2023, the ESG Committee has played a central role in overseeing ESG-related matters across the Group. A majority of its members are Independent Non-Executive Directors, ensuring an independent perspective on climate and sustainability-related governance. In addition, two members of the Audit & Risk Committee also serve on the ESG Committee, supporting cross Committee collaboration and fostering meaningful engagement and awareness of ESG-related risks across the governance structure. The Executive Directors are subject to ESG-related performance measures that inform their Long-Term Incentive Plan ('LTIP') and annual bonus outcomes. Further detail can be found in the Directors' Remuneration Report on page 110. The ESG Committee oversees the suitability of these metrics and recommends their appropriateness to the Remuneration Committee. The Group undertakes continuous monitoring of ESG-related regulatory developments across its governance structure. The ESG Committee and Board receive regular briefings from key members of management on emerging ESG regulatory requirements and their associated risks and opportunities. Current areas of focus include the Corporate Sustainability Reporting Directive ('CSRD'), for which preparatory work has begun and a double materiality assessment completed. The Group has also progressed implementation of the Australian Sustainability Reporting Standards ('ASRS') and continues to monitor the development and alignment of climate-related disclosure requirements in other jurisdictions. In addition, the Group continues to track developments in relation to the evolving climate disclosure rules in California and the adoption of the UK Sustainability Reporting Standards ('UK SRS'). ## Governance Structure and Responsibilities ### Board - Accountable for monitoring the Group's risk management framework, including climate and sustainability-related risks and opportunities - Delegates primary oversight of ESG matters to the ESG Committee, with management and oversight of relevant risk and remuneration ESG-related matters delegated to the Audit & Risk and Remuneration Committees ### Remuneration Committee - Has regard to corporate performance on environmental, social and governance issues which the Remuneration Committee considers relevant or appropriate - Makes recommendations to the Board on the strategic rationale for Executive Directors' remuneration policies, structures and performance metrics, including those designed to measure ESG-related elements of Executive Directors' annual bonus - Works and liaises with the Audit & Risk Committee as appropriate to report, manage and oversee risks relating to remuneration strategy and approach ### Audit & Risk Committee - As part of its wider responsibility to review and monitor the Company's risk profile, gives due consideration to the Group's global environment and climate risk mitigation strategy, including reviewing reporting processes and relevant targets - Monitors the effectiveness of internal control and risk management systems and where applicable, internal audit, about procedures relating to the preparation and processing of sustainability information - Reviews the outcomes of internal reviews or independent audits relating to Company performance against CSRD requirements ### ESG Committee - Monitors current trends, emerging ESG-related risks and issues, and key developments in the sustainability and ESG regulatory landscape that could impact upon the Group - Identifies material ESG-related risks and ensures these are appropriately captured in the Group's risk profile and Risk Management Framework ('RMF') - Oversees the Group's ESG-related policies and procedures, systems and controls for the management and monitoring of sustainability and ESG information - Monitors progress of CSRD implementation against current CSRD regulations ### ESG Management Committee - Makes recommendations to the ESG Committee regarding the Group's sustainability and ESG metrics, strategies, objectives and commitments - Monitors the Company's sustainability and ESG ratings and accreditations - Has responsibility for ensuring that the Company's sustainability and ESG priorities are reflected in the Company's culture and aligned with the Group's corporate strategy, purpose and values --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # ESG continued ## b) Describe management's role in assessing and managing climate-related risks and opportunities The ESG Management Committee meets quarterly and reports to the ESG Committee. During the year, the ESG Committee reviewed and approved a revised membership for the ESG Management Committee which is chaired by the Chief Growth Officer and its members are the Group General Counsel and Company Secretary, Deputy Company Secretary, Own Brand Director and and Head of Social Impact. The role of the ESG Management Committee includes responsibility for the assessment, management and communication of climate-related risks and opportunities, regulatory requirements and environment-related investment opportunities. Further detail regarding the Committee's responsibilities can be found on page 55. Operational teams managed by ESG Management Committee members are responsible for climate-related engagement with major suppliers, both brand partners and private label suppliers. The ESG Management Committee reports relevant findings to the ESG Committee, who then report to the Board. We have achieved the following external benchmarks: ## Rankings ![img-65.jpeg](img-65.jpeg) Executive members are incentivised by ESG metrics within their LTIP. The ESG Management Committee completes assessments of climate-related risks and opportunities via scheduled reviews. Members of the ESG Management Committee can take advantage of the Group's membership of the key industry body initiatives UK Fashion and Textile Association and British Retail Consortium, which act as a voice of industry to government supporting climate-related risk management. The Group continues the implementation of carbon reduction in its direct operations and water reduction targets for its value chain. Engagement of strategic suppliers, comprising major brand partners and private label suppliers, continue on a scheduled basis, focusing on carbon emissions reduction, biodiversity, circular economy initiatives and changes to regulatory compliance. Responsibility for climate-related risks is assigned to relevant members of management, who are accountable for monitoring risk status and implementing appropriate action plans. Where applicable, updates are escalated to the ESG Committee and Audit & Risk Committee. ## MSCI: AA RATED TCFD 2: ## 2. STRATEGY Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation's businesses, strategy, and financial planning where such information is material ## a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term The Group has documented climate-related risks across different time horizons, including short-term (1-2 years), medium-term (3-7 years) and long-term (8-20 years). Climate-related risks are included within Emerging Risks, in the Principal Risks section. Short-term risks and opportunities are set on business activities over which we have direct operational control¹ – setting emissions reduction targets and providing climate-related disclosures to assess Group performance against both sector peers and major brand partners. Short-term climate opportunities include infrastructure investment for owned, or long-term leased, facilities, distribution centres and offices. This supports in improving overall carbon efficiencies. The Group continues to pursue medium-term opportunities presented by circular economy initiatives – cost efficiencies of asset re-use, and pre-emptive actions relating to packaging and end-of-life stock, with focus on recycled options, re-use and reductions, see page 66. Circular economy opportunities reduce the Group's exposure to future taxation, whilst generating potential revenue and margin increases. The Group assesses the financial risk of future energy costs and the availability of renewable energy in key third-party and private label sourcing territories. Such planning is essential to achieve our Net Zero emissions pathway year of 2043. Transition and adaptation risks include enhanced emissions reporting obligations, increased taxation, climate adaptation measures and impacts, present and future ESG regulatory reporting requirements and physical supply chain disruption risks linked to raw material supplies and costs. Several climate-related significant risks are scored within the 2025 CDP report, which requires disclosure on our risks and opportunities: - Achieved ‘A List’ award for Climate Change in December 2025. - ‘Water Security’ grade ‘B’ for the period, surpassing our sector average by two grades. ¹ Direct operational control, or operationally controlled sites, are defined as facilities, operations or locations for which the Group Management team is able to make changes or decisions to supply and services without breaching existing contracts or requiring landlord consent. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 57 # b) Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning The vast majority of our assets, retail stores, are short-term leases of 3 to 5 years, with a low volume of stores in areas exposed to short-term physical climate risks. The Group view is that current and emerging legislation represents a greater transition risk, primarily owing to potential regulation increases, including tax, at product level. Climate-related risks have a direct but not substantive cost impact associated with achieving future compliance and meeting committed targets and forecast pathway objectives. In addition to capital expenditure, investment is required to support administrative and compliance with energy building regulations, for example energy efficiency and asset replacement. These direct costs are incorporated into our standard financial planning assessments. Medium-term financial planning transition risk is associated with the increase in operational costs due to revised and new compliance requirements. This risk is mitigated through ongoing monitoring of emerging regulations related to circularity, packaging and Extended Producer Responsibility ('EPR') across the jurisdictions in which we operate, ensuring compliance and the implementation of measures to minimise potential operational impacts. The Group has further strengthened its commitment through its Board membership in Re-Viste, the first Producer Responsibility Organisation ('PRO') for textiles and footwear in Spain, and its continued engagement with other key organisations, including BRC, Re-Fashion, Ecoembes, DEFRA, ARTE, CEOE and the Spanish Retail Sustainability Council. These actions, together with initiatives to reduce waste and increase the circularity of unsold products, support the Group's ability to mitigate regulatory risk and maximise opportunities. The Sustainability team continues engagement with landlords on feasibility and implementation of solar projects on leased sites, supporting our carbon reduction targets. # Impact of Climate-related Risk Assessment Continued capital investment in energy reduction assets has included building energy management systems, LEDs, voltage optimisation and electric vehicle charging point infrastructure. The Group continues its use of carbon pricing of renewable investment projects using the Carbon Capture and Storage ('CCS') £47 per tCO₂ e market price metric. The climate scenario analysis uses the following time horizons: **SHORT-TERM** **1-2 YEARS** Short-term is used to reflect foreseeable regulatory requirements. Risks and opportunities categorised as medium or long-term are not applicable to the short-term time horizon, unless otherwise stated within this section. **MEDIUM-TERM** **3-7 YEARS** Medium-term category risk time horizons incorporate the average lease durations of our physical retail stores (and related climate impacts). **LONG-TERM** **8-20 YEARS** Long-term time horizons apply to our very limited number of long-term leases, and also to factors that cannot yet be fully financially modelled owing to changing risk parameters. These include potential changes in the manufacturing locations of products. # c) Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario In support of TCFD requirement 2c, the Group's modelled impacts refer to physical and transition risks under climate scenarios aligned with the Intergovernmental Panel on Climate Change ('IPCC') and Network for Greening the Financial System ('NGFS'). A low warming scenario was selected to align with the TCFD recommendations to consider a '2°C or lower scenario'. Medium and high warming scenarios were also modelled. **LOW WARMING** Transition Model Scenario: NGFS Net Zero 2050 Physical Model Scenario(s): IPCC SSP1 RCP 2.6 **MEDIUM WARMING** Transition Model Scenario: NGFS Below 2°C Physical Model Scenario(s): IPCC SSP2 RCP 4.5 **HIGH WARMING** Transition Model Scenario: NGFS Current Policies Physical Model Scenario(s): IPCC SSP5 RCP 8.5 The Group continues to prioritise the financial impact of strategic climate-related risks within its regular financial planning activities, but acknowledges the uncertainty of assumptions of climate-related modelling that exists within the sector. Owing to a lack of standardised financial assessments of climate risk by our key brands, and in corresponding sourcing territories, we have quoted the financial value at risk as being below our critical risk level, which is set at above £50 million of profit before tax and adjusting Items (against plan). Using these scenarios across the different time horizons, the Group was able to assess its exposure qualitatively and quantitatively to specific climate hazards. Emerging risks related to Climate Strategy and Disclosures and Targets, the Group's mitigating activities are disclosed within the Principal Risks section of this Annual Report on page 45. This year we have worked with a third party to update our climate scenario analysis, originally conducted in 2023, to include three different warming scenarios and validate and prioritise the risks for quantitative scenario analysis. Those prioritised have an updated quantitative range included in the table on page 58. The Group considers that its climate strategy is resilient to physical and transition climate-related risks. Accordingly, the Group strategy remains approved and unchanged based upon the low level of risk identified during the period. The table that follows outlines the significant risks identified as part of the updated climate scenario analysis completed during FY26. This high-level overview is supported by a comprehensive assessment of each climate-related risk identified. As of January 2026. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # ESG continued Climate Scenario High-level Analysis | Risk | Impact and Time Horizons | Mitigation/Business Response | | --- | --- | --- | | Acute Physical | | | | Flooding | Decreased revenue due to downtime or store closures due to flooding. Climate change is increasingly impacting certain regions, with consequences on production and supply chain. Impact was quantitatively assessed using historical incident data and IPCC hazard-level data for extreme rainfall. Time horizons: Quantitative analysis demonstrated a higher impact expected from the short term, increasing out to the long term. Unmitigated annual impact level: Below £50 million substantive threshold. | Financial mitigation: A significant amount of JD stores are in shopping centres, resulting in a collaborative approach to flood mitigation action plans. Our business model provides the option for customers to shop online. From a supply chain perspective major brands may choose to relocate key sourcing territories for raw material sourcing and manufacture. Passing the increased costs to the consumer, as per likely sector-wide approach. Proactive engagement with our insurance surveyors and brokers, to ensure site selection are categorised in high-risk areas for insurance coverage. Conclusion: Appropriate mitigation. | | Extreme weather events | Potential increases in insurance premiums with climate change impacts and risk factors with the rise of carbon reduction technology. Rain, storms, fire and floods can all impact our sites' operations. Time horizons: Qualitative analysis estimated a high impact in the long term. | Financial mitigation: Continue with shorter-term leases and enables site location changes as required. Proactive engagement with our insurance surveyors and brokers, to ensure site selection is not in 'no-go' areas for insurance coverage. Conclusion: Appropriate mitigation. | | Chronic Physical | | | | Temperature variability | Increased operational costs due to increased heating/cooling energy requirements because of increased temperature variability. Impact quantitatively assessed utilising IPCC degree day and NGFS energy price data across the time horizons. Time horizons: Quantitative analysis demonstrated a low impact expected across all time horizons. Unmitigated annual impact level: Below £50 million substantive threshold. | Financial mitigation: This risk is mitigated through a combination of operations and strategic measures: a) Investment plans in renewable energy to support our carbon reduction pathway. b) Proactive engagement with our insurance brokers on carbon reduction infrastructure investments. c) Use of monitoring data tools to track energy use optimisation. d) Internal awareness to support the integration of climate considerations into future planning. The above measures support us in potential future demand surges for power. Conclusion: Appropriate mitigation. | | Increased severity of extreme weather events | Increased severity of extreme weather events is likely to impact raw material availability and price of cotton and natural rubber, which are used in products sold. Price and availability of raw materials could affect in-season delivery of product into our business. Time horizons: Qualitative analysis estimated a high impact in the long term. | Financial mitigation: Pass the increased costs to the consumer, as per likely sector-wide approach. Major brands may choose to relocate key sourcing territories for raw material sourcing and manufacture. Several brands report mapping sites in Asia susceptible to physical climate change threats. Major brands develop climate action plans to mitigate climate change, which include the monitoring of extreme weather events. Conclusion: Appropriate mitigation. | | Transition | | | | Policy | Increased operational costs due to increased policy or compliance requirements. Enhanced reporting obligations for Group include the ESG reporting requirements and EPR schemes (existing and future). This requires investment in people and services. The impact was quantitatively assessed using data on the costs of compliance requirements, implementation and carbon pricing. Time horizons: Quantitative analysis demonstrates a higher exposure in the medium and long term. Unmitigated annual impact level: Below £50 million substantive threshold. | Financial mitigation: Appropriate resource planning by JD Group Sustainability team, which requires investment in people, systems and professional services. JD Group continues engagement with regulators, industry bodies, specialists and peers to identify any opportunities to mitigate costs. In order to ensure consistency across emerging ESG reporting requirements (CSRD, ISSB) our plan is to provide an integrated reporting strategy. Our supply chain generates a major part of our Scope 3 emissions. Carbon pricing will encourage investment and innovation in clean technology to achieve carbonisation reduction targets. Conclusion: Appropriate mitigation. | | Market: Increase in energy costs | Potential increase operational costs due to higher energy prices. Impact was quantitatively assessed using NGFS data on projected cost of electricity, variable under the different scenarios and current usage. Time horizons: Quantitative analysis demonstrates a higher impact expected in the medium to the long term. Unmitigated annual impact level: Below £50 million substantive threshold. | Financial mitigation: a) Implement carbon reduction programmes to reduce demand on energy and water usage. b) Understand the low-carbon efficiency operations in the manufacturing supply chain to support reductions. c) Investment plans in renewable energy to promote our carbon reduction pathway. d) Use of monitoring data tools to track energy use optimisation. Conclusion: Appropriate mitigation. | | Technology | Increased technology costs to support the transition to a low-carbon economy and meet Net Zero targets such as increased energy efficiency, improvement in energy consumption monitoring, energy generation and product demand forecasting. Time horizons: Qualitative analysis estimated high impact in all time horizons. However, the update to the qualitative assessment determined the technology risk to be lower than originally estimated. Installation of Company-owned, renewable energy technology is limited due to the majority of sites being leased. | Financial mitigation: Work closely with brands and leading industry bodies to reduce risk of system or technology obsolescence and higher costs. Advocate the transition to renewable energy sources with our key strategic suppliers and private label supply chains. Conclusion: Appropriate mitigation. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 59 # TCFD 3: # 3. RISK MANAGEMENT Describe how the organisation identifies, assesses and manages climate-related risks ## ESG risk identification – sources: ### Formal - International non-governmental organisations (e.g. United Nations) - Global inter-governmental organisations - National Government notifications - Financial Conduct Authority updates - Third-party benchmarks e.g. CDP - Global, issue-based initiatives e.g. RE100 - Non-financial disclosure frameworks e.g. CSRD, ISSB - Independent governance shareholder advisory - Institutional shareholder services ### Informal - Media coverage - Major brand engagement - Customer feedback - Industry forum feedback e.g. British Retail Consortium, Retail Energy Forum - Supplier engagement - Independent market reports ![img-66.jpeg](img-66.jpeg) ## a) Describe the organisation’s processes for identifying and assessing climate-related risks The Group takes a ‘bottom-up’ approach to identifying climate risks, both transition and physical. Examples of climate risk analysis measures include the performance of scenario analysis at Group level, based on our current key sourcing locations. Annual performance objectives include climate risk monitoring and ensuring key outcomes are reported to the ESG Management Committee. Board reporting includes, where appropriate, assessment of climate risks, likelihood and impact, and facilitates early Board awareness of changing climate conditions and their corresponding risks and opportunities. Tangible financial impacts include reduced profit owing to increased taxation, legislative penalties or loss of revenue associated with changing consumer preferences. Identified high-impact climate-related risks are escalated to the ESG Committee. Climate-related risks include direct engagement with our private label supply chain through risk assessment analysis and environmental analysis. Major brand risk exposure, for example due to physical climate risks of flooding and extreme weather conditions, is assessed as low in the short term, due to established brand mitigation strategies and measures. Group submissions, within established disclosure reporting frameworks relating to Climate Change, Water Security and Forestry within the CDP reporting framework, contain extensive detail on climate-related risk identification and assessment. This provides insights into risks and opportunities for the Group. ## b) Describe the organisation’s processes for managing climate-related risks A summary of our climate-related risk management process is provided above. Climate-related risks contributing to Group risks are identified and reported by the ESG Management Committee and incorporated into business planning processes. For validated non-financial risks, such as minor reputational impacts, we establish strategies to ensure compliance, manage or mitigate these risks. The ESG Management Committee is informed as needed, and significant risks are reported to the Board and the ESG Committee. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 60 # ESG continued For high-level risks, the relevant ESG Management Committee team member engages stakeholders facing the greatest risk impact. Periodic updates on the status of climate-related risks under management are provided to the Board via reporting from the ESG Committee. The Group actively manages physical climate-related risks by monitoring sourcing regions, factory and store locations. Supplier climate readiness and performance are evaluated through our Environmental Management Programme ('EMP'). This supply chain risk assessment allows us sufficient time to identify and consider alternative, lower-risk sourcing options when needed. ## c) Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation's overall risk management Substantive impact risks are addressed within our scheduled budgeting and re-forecasting processes. Any subsequent risks identified (and their respective impacts) are assessed from the context of legal compliance, financial impact and reputational risk. The diagram on page 59 sets out our risk identification and management process. The Group has worked with JD and The Outdoor Group private label supply chains to identify additional climate-related risks and assess mitigation opportunities at the sourcing territory level through our EMP. For example, we are evaluating manufacturing sites as they transition to renewable energy and implement water stewardship practices. Wet processing sites (128) within JD Group private label manufacturing have been assessed and graded for climate-related risks. These sites use the following sources of renewable energy 34.4% solar, 10.2% wind, 7.8% hydro and 7% biomass and biogas. 54% of dye houses have achieved 'Good' or 'Leadership' ratings. More information is in our Global Impact Report. Since its launch five years ago, the EMP and risk management strategy has been extended to include the Group's international operations. The Sustainability team has now mapped the supply chain down to Tier 3 and expanded environmental audits to cover a wider range of suppliers. In the textile and footwear sector, we recognise the importance of reducing and mitigating energy and water impacts in manufacturing. This comprehensive approach enables the Group to better identify risks and facilitates the transition to more sustainable practices, such as the increased use of renewable energy, across the manufacturing process. # TCFD 4: ## 4. METRICS AND TARGETS Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities, where such information is material ## a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process The metrics used to assess progress against our targets are the Group's total emissions reduction for Scope 1 and 2 (market-based emissions) and renewable energy use. Renewable energy progress (Scope 2 market-based emissions) is reported to the ESG Committee, contained within our Annual Report & Accounts and submitted to the RE100 initiative. For the UK and Europe, 100% of our energy used at direct operationally controlled sites is renewable energy. In the last period, the Group expanded the use of renewable energy to include both Cosmos and our stores in Australia. The Group continued its use of carbon pricing with the adoption of the CCS currently set at £47 per tCO₂ e CCS price metric into new investment projects, enabling improved risk and realising opportunities. JD recognises the importance of reducing land-related emissions to the Forest, Land and Agriculture ('FLAG') emissions accounting requirements. Having completed our FLAG emissions assessment, this confirmed 13% of Scope 3 emissions were categorised as FLAG for FY26. These emissions are primarily linked to our purchased goods and services, and specifically to products containing materials resulting from agricultural activities (leather, cotton, etc). As this falls below the 20% threshold, no FLAG target is required for the Group based on SBTi requirements these emissions will be disclosed. ## b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas ('GHG') emissions, and the related risks The Group has disclosed GHG emissions data since 2014. Scope 3 disclosures have been provided since 2020 and are disclosed annually in the Group's CDP submission. We are Streamlined Energy and Carbon Reporting ('SECR') compliant as per regulatory requirements. The Group reports emissions figures for Scope 1 and 2, according to the GHG Protocol Corporate Standard, using emissions factors from the UK, other territories and published Government conversion factor guidance. The GHG efficiency ratio used by the Group is based on market-based emissions, with a metric of kgCO₂ e per sqm (across all our property types). A Group Scope 3 emissions breakdown is disclosed on page 64, with references made to the Group's reliance on major third-party brands to achieve its Scope 3 emissions reduction targets. Third-party verification of Scope 1, 2 and 3 emissions and water data for our last financial year (FY25), incorporating calculation of data and compliance to ISO 14064-3 and ISAE 3000 reporting standards, was completed by Lucideon CICS. As of January 2026. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 61 c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets Targets: 1) The Group has validated emissions reduction targets with Science Based Targets which are aligned with the goal of limiting global warming to 1.5°C. Measured using a 2019/20 base year to: - reduce absolute Scope 1 and 2 GHG (market-based) emissions by 67.2% by 2035/36. - reduce absolute Scope 3 GHG emissions from 'purchased goods and services' by 67.2% by 2035/36. 2) Demonstrate increased renewable energy usage (to contribute to emissions reduction targets). Measured via RE100 renewable target of 100% of renewable energy sourced for the UK and Western Europe by 2024, and 100% global usage by 2025¹. 3) Demonstrate benchmark environmental performance versus sector Measured via the CDP Climate Change rating, with documented Executive bonus criteria score of at least 'B'. The table below summarises our key metrics and targets for the completed financial year. In 2025 JD underwent an exercise to recalculate its base year Scope 1 and 2 emissions to reflect major mergers and acquisitions, quantify FLAG emissions, and update targets in accordance with SBTi requirements. The Company has submitted its revised emissions inventory and an updated Scope 3 target to better align with its business model. The validation process is expected to conclude this year, with results to be reported in the FY27 Annual Report & Accounts. 1 As of January 2026. Metrics and Targets | Target | Deadline | Position as of Feb 2026 | Measure | Emerging Risk Supported | | --- | --- | --- | --- | --- | | SBTi | Scope 1 and 2 market based emissions reduction by 67.2% | 2036 | Cumulative 37% reduction in emissions (2025: cumulative 38% reduction) On track against target and Net Zero by 2043 | LFL² basis vs. 2019 baseline year | Climate Strategy and Disclosures and Targets – Financial | | RE100 Pledge | 2025 | 100% in Europe (2025: 100% renewable use) 100% globally (2025: 94% globally) Expansion of green energy outside of Europe | Renewable electricity for operationally controlled sites | Climate Strategy and Disclosures and Targets – Financial | | CDP score vs. sector | Annual | 'A' grade for Climate Change (2 grades above sector performance) 'B' grade for Water Security (2 grades above sector performance) | Our grade vs. sector average To achieve rating of at least B for Climate Change (CDP) in the final financial year of the performance period | Climate Strategy and Disclosures and Targets – Reputational | | Better Cotton: to reach 98% conversion | 2026 | 99% (equates to 5,015 tonnes) | Percentage Better Cotton measure | Climate Strategy and Disclosures and Targets – Reputational | 1 2025 relates to JD financial year February 2025 to January 2026. 2 The like-for-like ('LFL') calculation is based on the total Scope 1 and 2 market-based emissions, based on the existing Group as at FY21. This represents 71.6% of Group Revenue and excludes the following recent acquisitions, territories and distribution centre ('DC') sites post FY21: Shoe Palace, DTLR, Villa, MIG, Hibbett, Courir, Cyprus, Greece, Indonesia, Israel, New Zealand, Derby DC and Heerlen DC. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 62 # ESG continued # ESG in Action Environmental, social and governance matters are important to all of us. It is our responsibility to ensure that, as a business, we limit our negative impacts on the planet and those that live on it. ## COMMITMENTS The Group is committed to ensuring that we achieve our global targets whilst evidencing transparency in our ambition to the 1.5°C pathway. ![img-67.jpeg](img-67.jpeg) ## ENGAGEMENT It is important to engage external parties and internal stakeholders on key initiatives and projects to achieve the Group's goals. ## COMMUNICATION Ensure a consistent and clear reporting process is maintained, to provide a high level of transparency across the Group and to all stakeholders. ## INDUSTRY BENCHMARKING Monitor our performance in line with that of our sector peers and major brand partners. Focus on improvement and continually moving forward. ## CARBON REDUCTION ### A List CDP two consecutive years ### 655 tonnes carbon emissions reduction in 483 stores through advanced energy management systems ### 100% worldwide renewable energy, for our operationally controlled sites ## RESOURCE MANAGEMENT ### Retained zero waste to landfill in UK and Iberia ### 6 million single-use bag reduction - switching to alternative materials in Iberia has eliminated 200 tonnes of plastic ### 99.3% UK landfill diversion ## SUSTAINABILITY ENGAGEMENT ### A grade CDP Supplier Engagement Award for three consecutive years ### MSCI AA grade Recognised for Strong ESG Leadership ### CDP Water B grade Outperforming sector average by two grades ## REDUCING ENVIRONMENTAL IMPACT ### c.4,000 trees planted across Europe ### 1.7 million security tags re-used through our circularity process ### 98% FSC conversion of cardboard packaging --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Greenhouse Gas Emissions ## Environmental – Greenhouse Gas ('GHG') Emissions Data The Group's management of carbon emissions is split into the following categories: - Scope 1 and Scope 2 – which covers instances where the Group has 'directly controlled' operations within our infrastructure, for example our warehouse and in-store energy usage. GHG emissions are as defined by the GHG Protocol. Scope 1 emissions are direct emissions from owned or controlled sources such as natural gas for heating stores. Scope 2 emissions are indirect emissions from the generation of purchased energy. - Scope 3 – which covers the operations and activities of our supply chain, including manufacture of products, our non-merchandise suppliers, transportation and distribution of sold goods, business travel and end of life of sold product. ## Key Inventory Insights: - Purchased goods and services (83.8%) are our largest Scope 3 contributor, followed by upstream and downstream transportation and distribution (c.6.3%) - We continue to monitor and encourage emissions reduction progress from our strategic suppliers. - The highest level of emissions reductions need to be achieved at the raw material and manufacturing stages for our branded products. - Our emissions inventory is continually evolving due to changes in Group activity, improved data collection and refinement of calculation methodologies. - Increases in energy usage and emissions versus prior period arose from the inclusion of Hibbett, Courir and store expansions, with improved consumption data accuracy. ## Inventory Boundaries: - Reporting boundaries for 2025/26 (aggregated facilities under operational control) include the UK, Australia, Austria, Belgium, Bosnia & Herzegovina, Bulgaria, Canada, Croatia, Cyprus, the Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Indonesia, Italy, Latvia, Lithuania, Malaysia, New Zealand, Poland, Portugal, the Netherlands, the Republic of Ireland, Romania, Serbia, Singapore, Slovakia, Slovenia, Spain, Sweden, Thailand and the US. - Hibbett and Courir data has been added into this year's Inventory. ## GHG Accounting Methodology: - During FY26, JD continued to improve its GHG accounting methodology by transitioning to the use of a climate reporting system. - This transition has improved the calculation methodology, in particular for the biggest emission sources, such as purchased goods and services, by utilising supplier-specific emission factors ('EFs') for the main goods for resale ('GFR') brands purchased by the Group. The supplier-specific EFs follow the GHG Protocol guidelines by taking the supplier's total Scope 1, Scope 2, and upstream Scope 3 emissions and dividing this by total company revenue. - For business travel, a portion of emissions was calculated using activity-based data, compared with FY25 where all business travel was calculated using spend data. - The reported emissions correspond with our financial period, reflecting emissions from leased and controlled assets for which the Group is responsible. - In accordance with the GHG dual reporting protocol, we disclosed both market and location-based emissions for purchased electricity in FY25 and FY26. - The inventory excludes emissions from 'use of sold product', an optional category for GHG accounting that was not included in the Group's Scope 3 boundary for its SBT initiative submission. - Fugitive emissions are not included in the emissions boundary due to their de-minimis category status, but are reassessed every five years. ## Third-Party Verification: - FY25 figures (below) have been updated to reflect the versions used within the Group's 2025 disclosure submissions. Lucideon CICS performed verification against ISO 14064-3 and ISAE 3000 reporting standards for reporting period FY25. - Whilst not a mandatory disclosure, the Group remains committed to presenting data appertaining to energy usage and carbon footprint. - Sales-related increases in consumption do not reflect the Group's verifiable success in reducing energy use on a like-for-like basis. Within the UK and the Republic of Ireland (UK & ROI), the equivalent 2024/25 energy usage was: electricity 99,138,380 kWh, 16,664,983 kWh natural gas and 115,803,363 kWh total energy use. As required under UK SECR legislation, the Group applies an intensity factor to GHG emissions expressed in $\mathrm{kgCO_2e}$ per sqm. To evidence progress in decarbonising operations, we use market-based emissions $\mathrm{kgCO_2e}$ per sqm as our intensity metric. - The location-based approach does not account for our procurement of renewable electricity and therefore does not reflect our emissions reductions. Comparative market-based emissions $\mathrm{kgCO_2e}$ per sqm for 2024/25 were 1.9 (UK & ROI), 30.0 (International) and 16.6 (Total). - Renewable energy split is calculated based on the total usage of renewable supply as a percentage of the total electricity for the region for directly controlled operations. - The increase in our intensity metrics is primarily attributable to the integration of new acquisitions and site expansions, which has resulted in a more comprehensive and accurate capture of our total operational consumption. - The adoption of our climate reporting system has provided greater clarity into our real estate portfolio, allowing the Group to more accurately capture total square meterage of our estate and refine our overall footprint calculations. - Exclusions to renewable data presently includes Courir and Hibbett sites, and where operational control is restricted (e.g. landlord-managed energy supplies). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # ESG continued | KPI: Emissions by Source | 2025/26 Tonnes CO₂e Equivalent | 2024/25 Tonnes CO₂e Equivalent | | --- | --- | --- | | Scope 1 (purchased fuels) | 13,450 | 10,043 | | Scope 2 (electricity) location-based | 120,306 | 79,803 | | Scope 2 (electricity) market-based | 83,219 | 31,157 | | Scope 3 (all emissions) | 4,365,183 | 3,325,230 | ![img-68.jpeg](img-68.jpeg) Scope 3 Emissions Summary | KPI: Emissions by Source | 2025/26 (UK & ROI) | 2025/26 (International) | 2025/26 (Total) | | --- | --- | --- | --- | | Energy usage - electricity (kWh) | 109,629,550 | 356,958,184 | 466,587,734 | | Energy usage - natural gas (kWh) | 24,840,826 | 45,141,484 | 69,982,310 | | Total energy use (kWh) | 134,470,376 | 402,099,668 | 536,570,044 | | Carbon emissions location-based (tonnes CO₂e) | 19,741 | 100,565 | 120,306 | | market-based (tonnes CO₂e) | 2,885 | 80,334 | 83,219 | | Intensity metric: market-based emissions (kgCO₂e/sqm) | 2.4 | 28.6 | 30.6 | 1 We consider UK & ROI to be materially aligned to UK and Off-shore. As shown in the analysis, almost 84% of our Scope 3 emissions come from the Purchased goods and services category | Purchased goods and services | 83.8% | | --- | --- | | Employee commuting | 3.7% | | Upstream transportation and distribution | 3.6% | | Downstream transportation and distribution | 2.7% | | Capital goods | 2.4% | | End-of-life treatment of sold products | 1.8% | | Fuel and energy related activities | 0.9% | | Other scope categories | 1.1% | ![img-69.jpeg](img-69.jpeg) Carbon Reduction Pathway --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Water Stewardship and Biodiversity The globally recognised Better Cotton Initiative ('BCI') is dedicated to promoting sustainable cotton production practices. The program publishes verifiable statistics that demonstrate tangible environmental benefits. Better Cotton demonstrates reduced water usage during cotton cultivation. Through the adoption of more efficient irrigation techniques and water management practices, farmers have been able to decrease the amount of water required to grow cotton, which is traditionally a water-intensive crop. These reductions not only help conserve a vital natural resource but also contribute to the long-term sustainability and resilience of farming communities, especially in regions facing water scarcity. Allowing focus on the reduction and responsible management of pesticides, farmers are trained to adopt integrated pest management ('IPM') strategies and alternative pest control methods. This has led to a significant decrease in the reliance on harmful chemical pesticides. Avoidance of synthetic nitrogen in cotton farming reduces GHG emissions, protecting the ecosystem. This protects the health of farmers and workers while minimising the negative impact on local ecosystems, including soil health and biodiversity. Through the fees we pay for sourcing BCI cotton, we contribute to the funding of field-level projects and farmer capacity strengthening through the BCI Growth and Innovation Fund ('GIF'). Under the new methodology, data reflects only BCI farmers, with a focus on continuous improvement. The reported data covers countries supported by the GIF programme, while other countries are funded through programme partners and institutional donors. # 26 million litres of water In 2025 an estimated 26 million litres of water were saved thanks to our sourcing of Better Cotton. # 11% pesticide active ingredient In 2025 there was a contribution to the decrease of 11% in pesticide active ingredient use in the last three seasons. # Avoidance of 5,172kg of synthetic nitrogen In 2025 there was a contribution to an estimated avoidance of 5,172kg of synthetic nitrogen by sourcing Better Cotton. A sustainable sourcing strategy is essential for integrating biodiversity considerations throughout the supply chain. The JD Group is taking several steps to achieve our objectives, including: - collaborating with suppliers to meet sustainability standards and obtain third-party certifications or accreditations, such as Forest Stewardship Council ('FSC') for wood, paper and cardboard. - completing our assessment of land-related emissions in accordance with the newly required FLAG emissions accounting standards. We acknowledge that the supply of, and demand for, key forest-risk commodities contribute 10–15% of global GHG emissions. While the impact on biodiversity within our resources remains low, the Group actively seeks opportunities to benchmark and enhance its environmental stewardship. By utilising the World Wildlife Fund's ('WWF') Water Risk Filter and World Resources Institute's ('WRI') Aqueduct tools, we can evaluate water-related risks and make informed, timely decisions regarding product availability and potential disruptions that may affect lead times and future seasons. The WRI Aqueduct tool also enables us to analyse specific sub-basins within main river systems, providing targeted insights into risk areas. This supports our ability to model future stress scenarios, such as floods and droughts, and assess regulatory and reputational water risks. In alignment with the Leather Working Group ('LWG'), we are committed to supporting its goal of achieving deforestation and conversion-free ('DCF') leather by 2030. Our private label leather footwear production is currently LWG gold or silver certified. As footwear represents the majority of our sales revenue, our leading brands are dedicated to ensuring their products meet LWG certification standards. This approach not only supports compliance with regulatory requirements but also enhances the Group's ability to innovate and adapt in a rapidly changing retail environment supported through ongoing dialogue with suppliers ensuring that ethical and sustainability standards are upheld throughout the value chain. Notes In 2025, JD sourced 99% of its cotton as 'Better Cotton' under the Mass Balance chain of custody. JD is committed to improving farming practices globally with Better Cotton. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 66 # ESG continued ## Product Manufacturing - Private Label Producing verifiably 'more sustainable' goods requires additional investment for each and every garment. Apparel manufacture, in particular, is recognised as high-risk, owing not just to working practices but likely margin erosion in the event of taxation and regulatory changes on materials used in low-cost, short-lead time garments. The intensity of JD's supply chain processes is the key driver of its carbon footprint. To mitigate these risks, we assess material supply, demand and global market conditions at the design stage, considering factors such as availability, cost, aesthetics and performance. Our private label products primarily use cotton, polyester and nylon. While shifting to recycled materials and sourcing Better Cotton reduces environmental impact, it is equally important to address the sustainability of manufacturing processes. The intensity of our supply chain – particularly in areas such as wet processing (dyeing, washing, finishing) – is a key driver of our carbon footprint and water usage, and can affect local biodiversity if not managed responsibly. We continue to invest in supply chain optimisation, sustainable materials and close supplier collaboration to support our climate targets and long-term value creation. Through detailed analysis of processing sites and active engagement with suppliers, we are working to reduce water and carbon impacts, through our internal Cleaner In Production programme. ![img-70.jpeg](img-70.jpeg) ## 882 tonnes of virgin polyester and nylon have been substituted with recycled materials. This equates to 83% of the total polyester and nylon used in our private label production for the reporting period. ## 67.7 tonnes Substituting the virgin card and paper of the garment hang tags and barcodes to a fully recycled alternative equated to over 67 tonnes. The Outdoor Group started its transition in late 2025 and will progress this change through 2026. ## Product Governance ### Zero Discharge of Hazardous Chemicals ('ZDHC') The Group is primarily a retailer of third-party brands, with over 84% of products (by value) sourced from partners formally recognised as contributors to the ZDHC initiative. Remaining suppliers meet alternative high standards, such as the Apparel and Footwear International RSL Management Group ('AFIRM'), to minimise harmful substances in the supply chain. ### Hazardous Chemicals and Restricted Substances List ('RSL') We enforce a zero-tolerance policy on restricted substances, ensuring all products comply with the latest AFIRM RSL and legislative requirements. All Tier 1 suppliers must follow our product testing matrix, supported by third-party specialists (e.g. Intertek) and are subject to regular audits and random sampling. ### Product Safety Testing Product safety is further assured through supplier access to up-to-date standards, use of accredited testing portals, and advanced testing methods such as microfibre shedding analysis. ### Product Safety Legislation Compliance Our product and design teams receive ongoing training on regulatory and legislative developments, proactively address safety risks at the design stage, and ensure compliance with all relevant product safety laws - including territory-specific requirements like California's Proposition 65. We prioritise sourcing safe, high-quality materials and maintain robust compliance across all regions. ![img-71.jpeg](img-71.jpeg) ## 199 tonnes conversion of plastic transit bags from virgin material. To date, over 18.6 million garment bags (equivalent to over 199 tonnes) across JD and The Outdoor Group have been manufactured from post-industrial waste, which is made from 100% recycled content, and are fully recyclable via domestic recycling. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # SOCIAL ## Modern Slavery The Group acknowledges that respect for human rights is fundamental in enabling individuals to live with dignity and independence, free from mistreatment or violations. We have a zero-tolerance approach to any form of human rights abuse within our operations or supply chain, and we are dedicated to upholding all relevant laws and regulations in every country where we do business. Our commitment extends to conducting all activities with professionalism, honesty and integrity. We work closely with our suppliers and third-party partners to ensure that our high ethical standards are consistently upheld throughout our value chain. This approach is embedded in our business practices and is supported by regular monitoring, supplier engagement, and ongoing efforts to strengthen our compliance and due diligence processes. By fostering a culture of respect and accountability, we aim to protect human rights and promote ethical conduct across all aspects of our business. ## Social Compliance Factories used by the Group are audited by accredited third-party specialist assessors. Safeguarding the rights and wellbeing of workers throughout our supply chain is an absolute priority. The Group maintains a strict zero-tolerance policy toward any serious concerns identified by our teams or independent auditors at Tier 1 facilities. Any new manufacturing sites found to have significant issues will not be approved for use until those concerns have been fully addressed and verified. It is also recognised that, in some cases, critical issues may arise after initial approval, and these will be managed with the same level of rigour and urgency to ensure ongoing compliance with our standards. Our Modern Slavery Statement can be found on our corporate website: www.jdplc.com. ## ‘Identify Act Resolve’ programme We are committed to our programme ‘Identify Act and Resolve’ which aims to implement and protect the rights of workers throughout our supply chain, in line with the principles of the International Labour Organization ('ILO'). ### IDENTIFY Identifying and understanding problems is essential. By analysing data and engaging with stakeholders, we can determine the root causes of non-compliance and work collaboratively with management to resolve them. We also monitor trends and recurring behaviours, recognising that some common issues – often influenced by local practices – may inadvertently contribute to forced labour without management's awareness of their broader impact. For example, excessive working hours and related conditions can be identified by categorising non-compliances by type and severity. This approach helps us understand key issues, such as unsafe environments or harmful behaviours, allowing us to take targeted action. By focusing concern related to the physical work environment and identifying behaviours that negatively affect workers, we are able to move forward to the next phase and implement corrective actions. ### 89% of Tier 1 suppliers under private label have in-date third-party ethical audits. ### 18,501 colleagues in the UK businesses have participated in training on Modern day slavery and exploitation aligning with the UK Modern Slavery Act 2015. ### ACT At this stage we develop and agree clear action plans with those who are responsible for the implementation. Effective collaboration is essential to continued success. Through continuous learning by stakeholders, this creates an environment of shared goals, peer learnings and best practice, building better relationships resulting in improved behaviours. It is important to be clear and unambiguous, defining clear responsibilities and timelines, whilst understanding the resource required, which may be financial. ### RESOLVE On agreeing the resolution, it is important to continuously monitor the implementation process to ensure it is progressing as planned. Be prepared to make adjustments to address any previously unforeseen issues. After implementation, evaluation of the results is key to determine that the solution effectively resolved the problem. Taking these learnings may require adaptation in different countries where laws and root causes may differ. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # ESG continued ## Supply Chain Transparency and Ethical Sourcing Ensuring transparency across our supply chain is fundamental to safeguarding the rights and wellbeing of workers, and it enables us to foster stronger, values-driven partnerships with our sourcing suppliers. By prioritising visibility throughout our supply chain, we are able to proactively identify and address potential risks - such as unethical labour practices or environmental non-compliance before they escalate into more significant issues. Building a stable and transparent supply chain is also essential for achieving economies of scale within our private label business. Full transparency allows us to monitor and respond to emerging trends, optimise sourcing strategies, and drive continuous improvement. Sustainable supply chain management is integral to our long-term business strategy. By embedding our values and expectations into supplier relationships, we support the development of more ethical, environmentally responsible and robust supply chains - delivering value for our business, our partners and the communities in which we operate. ## Carbon Emissions in the Supply Chain Within the fashion industry, the most significant contributors to carbon emissions are found in the early stages of the supply chain, particularly during raw material production, processing and garment manufacturing. By streamlining and consolidating our manufacturing supply chain, the Group has been able to drive positive environmental impact beyond our direct Tier 1 partners. These efforts have resulted in measurable reductions in both emissions and water consumption, delivering tangible benefits to local communities and surrounding ecosystems. ## Freedom of Association Programme We recognise that supporting freedom of association and collective bargaining in our supply chains is essential, though it remains complex across different countries. Many workers in sourcing regions encounter significant barriers to participating in social dialogue. To address this, we group countries by the restrictiveness of their laws and practices, helping us better navigate these challenges. For instance, while China allows independent trade unions, their activities are limited by the All China Federation of Trade Unions ('ACFTU'), making it difficult for workers to fully exercise their rights. In 2024, we began reviewing processes across all Group factories using this grouping approach to identify specific barriers and limitations. Our goal is to raise awareness about the importance of worker representation and, over the long term, integrate these insights into our sourcing decisions as part of our social responsibility criteria. ## Product Sourcing - Private Label Our main sourcing regions continue to be Asia, India, Turkey and Pakistan. The chart below illustrates the FOB (origin cost of goods) by market share by country for all sourced private label products. The Group works to ensure that all entities comply with our ethical and environmental policies. We remain focused on integrating our policies within newly acquired businesses, embedding best practice standards throughout our entire supply chain. ![img-72.jpeg](img-72.jpeg) | Country | FOB % | | --- | --- | | China | 57.6% | | Bangladesh | 15.3% | | Turkey | 10.1% | | Vietnam | 6.4% | | Pakistan | 3.7% | | Egypt | 2.8% | | India | 1.7% | | Cambodia | 1.0% | | Other | 1.4% | ![img-73.jpeg](img-73.jpeg) ## GUIDANCE/POLICY DOCUMENTS The JD Group has supplier resource guidance documents accessible on its corporate website. Translation is underway for upload to a supplier portal into all relevant languages. ## Policies include the following: - Ethical Code of Practice - Suppliers Using Third-Party Labour Providers - Child Labour Policy - Forced Labour Policy - National Minimum Wage Guidance - Responsible Exit Policy - Migrant Worker Policy - Purchasing Practices - Equality and Diversity Policy - Animal Welfare Policy - Chemical Management Policy - Product Governance Policy - Green Logistics Policy - Group Environmental Policy - Group Cotton Sourcing Policy These policies can be found on our corporate website: www.jdplc.com. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # PEOPLE Our people remain central to our success. Their talent, dedication and innovative thinking underpin our ability to deliver industry-leading campaigns, products and experiences for our customers, partners and communities. Over the past year, we continued to invest in their development, offering opportunities that support skills growth, career progression and personal fulfilment. By nurturing an environment where our people can thrive, we empower them to realise their potential and contribute to the long-term strength and resilience of our business. Our commitment to developing and supporting our colleagues ensures we are well positioned to meet the evolving needs of our stakeholders and to deliver sustainable success. ## Culture In 2025, we continued to strengthen a creative, inclusive and globally connected culture, one shaped by data driven insight and the lived experiences of our colleagues. Our Culture & Purpose team used this insight alongside, leadership expertise to understand what belonging truly means across our diverse JD community. This year we embedded culture through targeted wellbeing, mental health and inclusion initiatives. Data from our global survey guided us to invest where the impact would be greatest with support from key partners such as Diversity in Retail and the Business Disability Forum. We invested in global moments of recognition and visibility such as World Mental Health Day, supported by video messages from senior leaders, and International Women's Day, which saw the launch of our Women of the Year Awards. We continue to build pathways for colleagues to feel seen, valued and inspired to build a meaningful career with us. ![img-74.jpeg](img-74.jpeg) ## Global Engagement Survey 2025 saw our largest and most successful global survey to date, with more than 82,000 colleagues across the Group taking part and delivering the strongest response rate in the survey's history. This level of engagement provides leaders and teams with meaningful insight into how colleagues feel and what truly shapes their experience at the JD Group. This year's increases in wellbeing and inclusion scores reinforce the impact of our ongoing efforts and commitment from leaders across the Group to turn colleague sentiment into tangible action. To build on this momentum, fascias across the Group now develop action plans in a more intentional and unified way. This consistency enables greater collaboration across territories and business functions. Together, this helps us set meaningful deliverables and strategies each year, strengthening our ability to create an enjoyable, supportive and purpose-driven experience for every colleague, no matter their role, team or location. | **96,000+** Global Head Count (as of January 2026) | **76%** Colleague Wellbeing 73% +4% y-o-y (from the global engagement survey) | **500+** Mental Health – Over 500 Welfare Champions trained in 2025 | | --- | --- | --- | | **73%** Over 73% of colleagues globally under the age of 30 | **86%** Colleague Inclusion 84% + 3% y-o-y (from the global engagement survey) | **80%** Colleague Communication 80% + 3% y-o-y (from the global engagement survey) | | **89%** Participation in the Global Engagement Survey +1% (based on October 2025 headcount) | **Gender diversity** 52% Global Female 47% Global Male | **320** UK Colleagues on apprenticeship programmes | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # ESG continued ## Inclusion at JD Our Inclusion approach has developed over the last two years through Knowledge, Data Analysis, Collaboration and Cultural Activations. We enhanced our Diversity, Equity, Inclusion and Belonging ('DEIB') understanding through the introduction of a Power BI analytics dashboard, providing deeper insight into inclusion sentiment, career progression perceptions and social mobility across the Group. This approach has positively impacted our colleagues and is reflected in our engagement survey results. The question "I am treated with fairness, dignity and respect" which is an inclusion based question has increased from 77% in 2023 to 85% in 2025. In 2026, JD will focus on expanding global colleague recognition programmes, widening access to leadership development, embedding more inclusive recruitment practices and increasing transparency around social mobility outcomes. These actions are designed to strengthen a diverse and representative leadership pipeline that supports JD's long term growth ambitions. We will demonstrate our commitment to belonging by authentically amplifying the moments that matter to colleagues ensuring our approach is globally relevant and locally executed. For further details please see our 2026 Global Impact Report available on our corporate website: www.jdplc.com. ![img-75.jpeg](img-75.jpeg) ![img-76.jpeg](img-76.jpeg) ![img-77.jpeg](img-77.jpeg) ![img-78.jpeg](img-78.jpeg) ![img-79.jpeg](img-79.jpeg) ![img-80.jpeg](img-80.jpeg) ## Wellbeing and Mental Health at JD At JD Group, we believe that growth should feel authentic, not pressured, not performative, and never about becoming someone else. That's why our wellbeing approach centres on a commitment to supporting our colleagues to grow with intention, confidence, and balance throughout the year. Our wellbeing strategy is built around four core pillars: 1. Mental 2. Physical 3. Financial Each pillar shapes how we create a safe, supportive, and empowering environment for our people in our stores, offices, and distribution centres across the JD Group. By investing in colleague wellbeing, we have strengthened engagement, retention, and capability evidenced in our increasing wellbeing engagement surgery result (for further details please see our 2026 Global Impact Report). ![img-81.jpeg](img-81.jpeg) > Supporting the mental health of our people, from the many young colleagues taking their first steps in retail to our more experienced colleagues is a core priority. In 2025, we strengthened this commitment by training more than 500 Welfare Champions across the business, creating an accessible support network in every part of our organisation. By continuing to embed mental health awareness into our leadership, training, and day-to-day operations, we are ensuring that every person who joins us feels valued, supported, and equipped to thrive. > > Régis Schultz, Chief Executive Officer --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 ![img-82.jpeg](img-82.jpeg) ![img-83.jpeg](img-83.jpeg) ![img-84.jpeg](img-84.jpeg) # Driving Global Connectivity: JD Now A critical enabler of our people and talent strategy has been the launch of JD Now, our global colleague platform. JD Now represents a step-change in how we connect, engage and communicate across a workforce of significant scale and geographic diversity. Designed as a digital-first, mobile-enabled platform, it provides colleagues regardless of role, location or working pattern with consistent, real-time access to information, leadership messages and the wider organisation. Beyond core communication, the platform is strengthening cultural alignment across markets and fascias, improving the speed and consistency of organisational messaging, and enhancing frontline engagement and inclusion. JD Now is supporting a more aligned and high-performing workforce. Since launch, JD Now has seen strong adoption and continues to be rolled out across additional territories and fascias, becoming the primary communication channel for teams across the Group. Early engagement demonstrated an immediate uplift in connection and collaboration, reinforcing the platform's role in supporting colleague engagement, retention and the development of a strong internal talent pipeline. As the rollout continues, JD Now will play an increasingly important role in enabling a more agile, aligned and engaged organisation, forming a core component of our scalable people technology infrastructure and supporting our long-term approach to talent attraction, development and retention. 74% adoption of JD Now in initial launch (20,000 colleagues across retail and head office) 55,000+ colleagues are accessing the platform 30 countries represented 20+ fascias represented # Investing in Scalable People Technology We are progressing a multi-year transformation of our Human Capital Management infrastructure, creating a globally consistent, data-driven people ecosystem. The implementation of our core HR systems across North America, the UK, ROI and APAC marks a significant milestone in modernising our people processes. This transformation is enabling greater operational efficiency, improved data visibility and enhanced colleague experience. As we scale this platform across additional regions, we are building the digital foundation required to support global growth, workforce mobility and organisational agility. # Strengthened Strategic People Partnering Strengthening our People Business Partnering model is a key enabler of delivering our people strategy at scale, as the business continues to grow in size and complexity. Our evolved model brings together strategic People Business Partners aligned to key growth areas, supported by global Centres of Excellence that provide deep expertise across workforce planning, organisational design, talent and reward. This structure is designed to ensure consistent, high-quality people support across markets, while maintaining the flexibility to respond to local business needs. # Developing Leadership Capability In 2025 our development strategy focused on building a high performance leadership culture that empowers teams to deliver consistently strong results globally. We drive retail performance by strengthening capabilities and promoting development programmes across our teams with a clear focus on conversion rates elevating customer experience and enhancing operational excellence. This approach continues to evolve across the Group, incorporating bite-size content designed to support diverse learning styles and ensuring leadership alignment globally. # Investment in Emerging Talent Investment in the next generation of talent is key to long-term sustainable growth. As we look to strengthen our pipeline of future leaders we have expanded our development pathways including data and digital focused apprenticeships and clear progression opportunities. These programmes enable internal mobility and support credible succession planning. # Building a High-Quality Talent Pipeline We are increasingly leveraging data and insight to strengthen the effectiveness of our talent acquisition, enabling a more consistent approach across markets. Where enhanced people systems are in place strong recruitment outcomes have been delivered. As the global rollout continues this visibility will enable more robust benchmarking and best practice across the Group to support talent acquisition, development and succession planning. This allows us to build future capability whilst continuing to meet current demand. # Looking ahead Our focus this year will be on driving operational excellence and supporting sustainable growth. Our centres of excellence will play a pivotal role establishing and embedding global standards whilst ensuring consistency and quality as we scale. By aligning our structures and investing in the development of our people we continue to build a high performing, engaged workforce focused on future growth and profitability. Our leaders will continue to set clear priorities and targets maintaining a strong sense of accountability to ensure we remain and employer of choice. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 ESG continued # COMMUNITIES The JD Foundations across UK and USA have continued supporting young people to achieve their unlimited potential. ## The JD Foundation and JD Finish Line Foundation Supporting our communities is central to who we are and what we stand for. It sits at the heart of the Group's purpose and our strategic pillars – connecting globally, empowering individuals and inspiring positive change locally. Through The JD Foundation in the UK and the JD Finish Line Foundation in the US, we continue to generate meaningful charitable funding on both sides of the Atlantic. Alongside this, our People teams bring our community commitment to life every day, driving colleague-led initiatives, volunteering opportunities and local activity that focuses on creating real and lasting impact. The JD Foundation continues to work closely with Neighbourly to manage grant giving and charity partnerships across the UK. This approach enables more effective distribution of funding, stronger social impact reporting and broader reach into local communities. As a result, support is directed to a wider range of causes, ensuring funding reaches where it can make the greatest difference. The Foundation's work also aligns to the UN Sustainable Development Goals, reinforcing our commitment to responsible growth and positive social outcomes. ![img-85.jpeg](img-85.jpeg) £2.5m donated between JD Foundations in the UK and USA to community projects and partners (Feb 2025-Jan 2026) 250k Investment from ISRG for 5 social organisations with 2,300 beneficiaries £1.7m donated to The JD Foundation from sales of the JD duffle bag in the UK (Feb 2025-Jan 2026) £377k In-store UK donations raised for The JD Foundation via Pennies (Feb 2025-Jan 2026) 188 locations across the UK supported with community grants The top 3 SDGs are identified through this process and reported as follows: ![img-86.jpeg](img-86.jpeg) 6,767 people supported £191,500 donated ![img-87.jpeg](img-87.jpeg) 33,833 people supported £493,938 donated ![img-88.jpeg](img-88.jpeg) 7,584 people supported £132,276 donated Our commitment comes to life through hands-on action in communities around the world. Colleagues have come together to support local schools with careers guidance, get involved in environmental projects and deliver product giveaways where they're needed most. What unites these efforts is a shared passion for giving back and making a meaningful difference locally. In 2024, The JD Foundation built on this momentum by strengthening the connection between our people, their stores and the causes they care about most. Colleagues in the UK are encouraged to nominate local charities and community groups for one-off grants of between £1,000 and £5,000, helping to direct funding to where it can have the greatest impact. Our partnership with The King's Trust, launched in October 2023 further reinforces our commitment to young people. Through The JD Foundation, we continue to proudly sponsor The King's Trust Community Impact Award, celebrating and recognising young people who are making a real difference in their communities. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # JD UP JD UP is our flagship early-careers and social-impact programme, designed to inspire young people by opening the doors to the world of work at JD Group. In 2025, JD UP continued to grow its reach and ambition, delivering immersive, high-energy careers experiences that brought our purpose to life in new and meaningful ways. In Manchester, JD UP returned in February 2025 with a large-scale, two-day event at Manchester Central. Young people took part in hands-on workshops, interactive exhibition zones and live auditorium sessions, giving them real insight into the breadth of roles across JD Group – from retail and digital to logistics, finance and creative teams. The event was powered by hundreds of colleague volunteers, whose passion and authenticity helped turn careers advice into something tangible, relatable and inspiring. 2025 also marked a major milestone for JD UP with the launch of our first European event in Madrid. This represented an important step in taking the programme beyond the UK, extending our commitment to youth opportunity and employability into new markets and communities. Together, the Manchester and Madrid events demonstrate how JD UP is evolving into a truly international platform – with future events in North America and Europe planned – connecting young people to opportunity, and colleagues to purpose, wherever we operate. ![img-89.jpeg](img-89.jpeg) ![img-90.jpeg](img-90.jpeg) Over the last year, JD Group's community impact continued to reach far beyond borders, with colleagues across our global fascias bringing our shared purpose to life in ways that reflect the needs of their local communities. While our ambition is global, the delivery is intentionally local - shaped by culture, context and community connection. Across the USA, teams within JD Finish Line, Shoe Palace, Hibbett and DTLR focused on youth opportunity, wellbeing and inclusion. Colleagues supported creative and confidence-building programmes for young people, partnered with community organisations, and led Foundation-backed volunteering and fundraising initiatives that addressed local priorities while reinforcing our commitment to equity and access. In Spain and Portugal, 2025 saw teams unite behind communities facing significant local challenges. Through fascia-led fundraising and colleague engagement, stores helped raise vital funds to support recovery efforts following severe flooding, ensuring assistance was delivered quickly and directly to those affected. These initiatives demonstrated the power of local action when aligned to a shared Group purpose. Meanwhile in Greece, JD and Cosmos Sport colleagues continued long-standing community partnerships through nationwide blood donation initiatives in Athens and Heraklion. Delivered in collaboration with local hospitals, these efforts relied on colleague participation and pride, making a tangible difference within the communities we serve. Together, these initiatives show how JD Group's fascias around the world deliver one global message – with genuine local impact. # One global message connecting colleague, customer and community --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Section 172 Statement This statement sets out how the Directors have approached and met their responsibilities under section 172 (1) (a) to (f) ('s172') of the Companies Act 2006. In particular, it addresses how the Directors have acted in a way which they consider, in good faith, is most likely to promote the long-term success of the Group for the benefit of its members as a whole and, in doing so, have regard for stakeholders' interests. This statement should be read in conjunction with the Stakeholder Engagement section on pages 76 to 80 and the 2026 Global Impact Report, which can be found on our corporate website www.jdplc.com. Further information on how s172 has been applied by the Directors can be found throughout the Annual Report: | s172 duties | Read more | Pages | | --- | --- | --- | | Consequences of decisions in the long term | Our Business Model and Strategy | 20 to 31 | | | Principal Risks | 44 to 49 | | | Viability Statement | 51 | | | Going Concern | 51 | | | Activities of the Board | 89 | | | | | | Interests of employees | People | 31, 69 to 71, 77 | | | Diversity, Equity and Inclusion | 70 | | | Engagement and Communication | 31, 71, 77 | | | Culture | 69 to 71 | | | | | | Fostering business relationships with suppliers, customers and others | Chair's Statement | 8 to 9 | | | Chief Financial Officer's Statement | 34 to 43 | | | Stakeholder Engagement | 76 to 80 | | | | | | Impact of operations on the community and the environment | TCFD | 54 to 61 | | | Sustainability | 81 | | | | | | Maintaining high standards of business conduct | Culture | 69 to 71 | | | Whistleblowing Policy | 89 | | | Anti-Bribery and Corruption Policy | 101 | | | Modern Slavery | 67 | | | | | | Acting fairly between members | Shareholder and Voting Rights | 124 | | | Stakeholder Engagement - Shareholders | 78 | 74 # Board Awareness Each Director is aware of their Director's duties in respect of the Section 172 Statement. # Board Engagement Our Board directly and indirectly engages with our stakeholders. # Board Strategic Discussion The Board considers the impact of its decisions on our stakeholders. # Board Decisions Outcomes of Board decisions are assessed and further engagement with stakeholders is undertaken where appropriate. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # KEY DECISIONS TAKEN BY THE BOARD Below are examples of decisions taken within the year, detailing how the Board has had regard to the matters detailed in s172. ![img-91.jpeg](img-91.jpeg) ## Heerlen Distribution Centre To advance global growth, automation and sustainability, our Supply Chain, Group Transformation and Technology teams delivered the Heerlen DC – a 100,000 sqm, state of the art site with capacity for 100 million units annually that optimises our European supply chain and customer service. ### Stakeholders The Board considered the impact on the environment, local community and, given the significant financial commitment associated with the Distribution Centre ('DC'), the Board devoted considerable time to thoroughly review the financial implications on the business alongside the potential for future growth. ### Outcome The mobilisation of the Heerlen DC represents a major investment by the business, designed with sustainability at its core, reinforcing our commitment to reducing environmental impact and optimising our supply chain and service to customers across Europe. ![img-92.jpeg](img-92.jpeg) ## Human Resource Information System (HRIS) Transformation The organisation is transforming its people processes through investment in Human Capital Management platforms to modernise operations, enhance colleague experience and build a scalable digital foundation. Phase 1 introduced Dayforce in the UK/ROI and APAC, with further global HRIS implementations planned over the next year. ### Stakeholders The Board considered the implications for a wide range of stakeholders, including colleagues, people managers, HR, payroll and finance teams, noting opportunities and adjustments required to embed the system effectively. The HRIS platform would also benefit external stakeholders from more reliable and accessible information. ### Outcome The launch of Dayforce has streamlined HR operations and introduced more efficient ways of working, reducing administrative overhead. Consolidating processes into a single integrated system has resulted in improved accuracy, greater transparency, enhanced compliance and strengthened data quality to support workforce planning. ## Share Buyback Over recent years, strong cash generation and disciplined capital allocation have enabled the Group to significantly strengthen its balance sheet, while maintaining substantial liquidity headroom and financial flexibility. At the year end, net cash (excluding leases) was £311 million, an increase of £259 million year on year. In considering capital allocation during the year, the Board reviewed forecast cash flows, liquidity, committed capital expenditure and strategic investment plans, and concluded that the Group held capital in excess of its requirements. The Board approved and completed two share buyback programmes, returning £200 million to shareholders. Purchases of the Company's shares were made on the London Stock Exchange per authority granted by shareholders at the 2025 AGM. ### Stakeholders For shareholders, the buyback programmes provided an efficient mechanism for returning surplus capital alongside dividends, while improving earnings per share. The Board ensured programmes would not limit the Group's ability to invest in growth, colleague engagement, operational capability, digital initiatives or the customer proposition. ### Outcome The two £100 million programmes were completed during the financial year, reducing the number of shares in issue and improving earnings per share. Together with the total proposed dividend for FY26 of 1.20 pence (FY25: 1.00 pence), the programmes reflected the Board's confidence in the Group's financial strength. In February 2026, following the year end, the Board announced two further £100 million share buyback programmes, reinforcing its continued confidence in the Group's outlook and capital position. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Stakeholder Engagement ![img-93.jpeg](img-93.jpeg) ## Customers ### Key Considerations The Board recognises that delivering long-term, sustainable success depends on understanding and meeting the evolving expectations of our global customer base. As competition intensifies across all markets, customers increasingly seek seamless, personalised and value-driven experiences across digital, store and social touchpoints. These expectations extend beyond retailers to the wider ecosystem of partners, reinforcing the importance of integrated, consistent customer journeys. ### How We Have Engaged The Global Voice of the Customer programme continued to expand across new and existing markets in 2025. Enhanced feedback methods and deeper market coverage now provide clearer fascia and store-level insight, forming the foundation for further growth in 2026. Throughout 2025, we invested in research and market intelligence, strengthening our Customer Insight, Planning and Marketing Effectiveness. These improvements ensure our strategic decisions remain firmly grounded in customer needs. Our partnership with Qualtrics continues into the fifth wave of the multi-market brand-tracking programme, providing brand health insights across nine core markets. These findings inform our Global Customer and Brand Planning framework. We also established a new partnership with Trinity McQueen, delivering impactful insight projects that elevate customer understanding across the Group. Additionally, a 12 week customer panel over our peak Christmas trading period provided rich behavioural insights into purchasing motivations. These learnings are now informing priority workstreams to ensure we continue to meet evolving customer needs. Major research projects – such as the Global Voice of the Customer programme, the multi-market brand tracking partnership with Qualtrics, and the quantitative customer deep dive study – ensure strategic decisions are grounded in data-driven insight. ### Impact of Engagement Planned developments as a result of ongoing engagement include expanding measurement across key customer journeys, improving in-store feedback capture, and establishing a dedicated Global Voice of the Customer Insight team to strengthen our customer-led strategy. Enhanced customer insight capabilities and the ongoing refinement of global feedback mechanisms allows for the JD STATUS loyalty programme to be further developed and the customer response to JD STATUS continues to grow, with engagement levels (percentage of transactions by members) increasing across all territories. The JD STATUS loyalty programme continues to play an important role in driving customer engagement and value across key markets. Our STATUS members drive c.30-40% of total JD sales in relevant markets – with higher purchase frequency and average order value compared with lookalike non-members, we see a 20-25% increase in overall customer value. The UK programme saw incremental revenue estimated at £158m LY. Enhancements to gamification, access, segmentation and personalised marketing, alongside targeted campaigns, are expected to deepen member engagement, strengthen retention and support revenue growth from both existing members and new sign-ups. The integration of new technologies, including personalisation initiatives and re-platforming plans has been informed as a result of direct customer engagement and aligns with operational efficiency. ### How the Board Took Account of the Engagement The Board actively oversees customer insight, data and experience across the Group. Regular reporting from management provides the Board with clear visibility into customer sentiment, service contact trends and key performance metrics. These reports enable the Board to monitor shifts in customer expectations, behaviours and satisfaction levels. Findings from customer research are also presented to the Board, ensuring these insights are incorporated into strategic decisions. Over the past year, these insights have directly influenced marketing strategies and spending, particularly in shaping the digital and external marketing funnel mix. At the Board level, these collective insights play a critical role in guiding strategic decisions and ensuring that the customer remains at the heart of the Group's long-term objectives. The Board also oversees the development of the JD STATUS loyalty programme. Updates from Executive Directors allow the Board to review programme performance, promotional plans and roadmap progress, ensuring investment remains aligned with long-term value creation. Reports from the JD STATUS analytics team, now part of the wider Customer function, support the Board's understanding of cross-market customer behaviour and opportunities for enhancement. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 ![img-94.jpeg](img-94.jpeg) # Colleagues ## Key Considerations Our colleagues across retail, distribution and support functions continued to play a critical role in the long-term success of the Group. The Board recognises that colleague engagement and wellbeing are essential to delivering sustainable growth. Looking ahead, the Board remains committed to investing in colleague engagement and development, recognising that a motivated and high-performing workforce is fundamental to our long-term strategy and future success. ## How We Have Engaged Throughout the year, we sought colleague feedback and used these insights to guide decisions, particularly around workplace culture, capability development and talent retention. We remained committed to policies and practices that empower our people and align with our values. In 2025, more than 82,000 colleagues shared their views through our engagement survey, focusing on Enablement, Empowerment and Engagement. All three areas showed positive year-on-year improvement. A major priority this year was strengthening colleague communication and connection through the phased global roll-out of our game-changing platform, JD Now. Key highlights include: - over 55,000 registered colleagues worldwide; - live in 30 countries; - ability to reach every colleague, wherever they work; and - a platform that connects our multi-generational workforce. ## Impact of Engagement Our engagement survey results are analysed by our engagement team, with key themes and insights shared with Board and leadership teams to shape future projects. Key projects are backed by the Senior Leadership Team, contributing to the continued engagement of our colleagues and support of our inclusive culture. As we move into 2026 the flexibility and agility of our colleagues is more important than ever. The ability of our people to adapt to the evolving retail landscape enabled the successful opening of major flagship locations, including the world's largest JD store, at the Trafford Centre in Manchester, Europe's largest in Barcelona, and a new flagship in Las Vegas. These achievements reflect the strength of cross-functional collaboration and the commitment of our people. An engaged workforce is critical to ensure we remain efficient and the foundations set in 2025 support our longer-term approach. ## How the Board Took Account of the Engagement The Board continued to engage directly with colleagues via Town Halls (with live Q&As), Forums and by supporting initiatives such as World Mental Health Day, with video content shared across our internal channels. The survey results form part of departmental strategies and objectives supported by SMEs for key areas such as Inclusion and Wellbeing where appropriate. Kath Smith, our Senior Independent Director and Designated Workforce Engagement Non-Executive Director (DNED), actively engaged with colleagues through both in-person and virtual forums, as well as by mentoring a number of employees. Throughout the year, Kath supported our inclusion initiatives, participating in events such as International Women's Day, JD Up and The JD Foundation Gala. These activities provided valuable opportunities to connect with employees from across the Group, further strengthening workforce engagement and fostering a culture of inclusion. Following on from this, the Board supported a project investigating the gender disparity across UK and Europe for women in senior leadership roles. This resulted in key actions being presented, including the introduction of mentorship and a review of gender bias language in job advertisements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 78 # Stakeholder Engagement continued ![img-95.jpeg](img-95.jpeg) ## Shareholders ### Key Considerations Throughout the year, the Board and management team continued to engage actively with shareholders to understand their views and ensure these were considered in the Board's decision making, in line with the Directors' duties under section 172 of the Companies Act 2006. ## How We Have Engaged We are committed to maintaining transparent, accessible and timely communication with all our shareholders. Our AGM in July 2025 provided shareholders with the opportunity to hear directly from the Board, ask questions and vote on key resolutions. This remains an important forum for accountability and direct dialogue. The Group communicates the information that its investors require through regulatory news announcements, press releases and the Annual Report & Accounts. The Investor Relations programme consists of regular engagement by the CEO and CFO with investors through roadshows and conferences, with regular feedback provided to the Board. There is also a dedicated corporate website, www.jdplc.com, and email address for direct communication: investor.relations@jdplc.com. In addition to our ongoing dialogue with proxy advisers, we have continued to work closely with ShareAction and our investors to strengthen transparency around our remuneration practices. We remain fully committed to open, constructive engagement with all stakeholders as we progress this important work together. ## Impact of Engagement The Board welcomes all feedback and is committed to addressing these priorities as part of our ongoing strategic focus. Shareholder feedback is actively considered by the Board and has informed a number of actions during the year. As a direct result of feedback, we enhanced transparency through a more regular reporting cycle, supplementing interim and annual results with quarterly updates, and continue to do so. A Global Impact Report ('GIR') has been developed to enhance transparency around the Group's ESG performance. Its creation was informed in part by the shareholder resolution requisitioned by ShareAction at the 2025 AGM, and it is intended to provide investors with clearer insight into the Group's approach to human capital management. It also gives us the opportunity to report more comprehensively on our social impact, including people and community initiatives. ## How the Board Took Account of the Engagement The Board is active in seeking shareholder feedback and receives regular updates from Investor Relations at each meeting, including shareholder register movements, key themes from investor interactions and emerging market expectations. This ensures that the Board remains well informed about shareholder sentiment. The Board also works closely with its corporate brokers and advisers, who provide additional insight into investor perspectives and wider market trends. Decisions taken by the Board as a result of engagement included, but were not limited to, the payment of interim and final dividends and the launch of the recent share buyback programmes. Through ongoing engagement with shareholders and other stakeholders, the Board ensures that such capital allocation decisions are aligned with the Company's overall strategy and the interests of its shareholders. These examples illustrate how the Board's engagement process directly influences significant corporate actions, ensuring that decisions are made transparently, responsibly, and with due consideration of both immediate and long-term impacts on the Company and its stakeholders. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 ![img-96.jpeg](img-96.jpeg) # Suppliers ## Key Considerations JD's role as a global strategic partner to leading international brands is fundamental to the Group's success and resilience. We prioritise strong environmental, social and governance ('ESG') standards across our supply chain to mitigate risk, ensure compliance and protect long-term shareholder value. The credentials of our largest suppliers are listed on page 53. ## How We Have Engaged We maintain long-standing relationships with overseas suppliers, most of whom have supported our private label and licensed business for several years and share our ethical standards. Engagement includes collaborative projects focused on key ESG priorities such as Freedom of Association and Living Wages, reinforcing our commitment to fair labour practices. For branded products, we actively engage with major suppliers on ESG-related risks, including climate change initiatives and regulatory compliance. Members of our Senior Leadership Team meet regularly with senior stakeholders at key partners such as Nike, adidas, The North Face, Under Armour, VF Corp and New Balance, to discuss strategic relationships, share feedback and address compliance with emerging regulations, including CSRD and Extended Producer Responsibility ('EPR'). The Group CEO engages regularly with senior supplier leadership through structured top to top meetings. Additional supplier relationships are managed by the Divisional Managing Directors, with significant matters escalated to the Group CEO as appropriate. We leverage Worldly, a leading impact intelligence platform, to conduct regular assessments using tools such as the Higg Facility Environmental Module ('FEM'). This provides robust data on environmental and social performance, ensuring compliance with global standards and supporting our commitment to responsible sourcing. ## Impact of Engagement For our private label supply chains, we have implemented a rigorous framework to safeguard human rights and promote safe working conditions. Our Ethical Code of Practice, aligned with the principles of the International Labour Organization ('ILO'), sets clear expectations for suppliers. All private label suppliers undergo a Self-Assessment Questionnaire ('SAQ') prior to onboarding, followed by independent audits upon successful assessment. Full transparency on factory locations and audit status enables proactive monitoring and continuous improvement. Active engagement with suppliers strengthens supply chain resilience, mitigates operational and reputational risks, and supports JD's long-term sustainability objectives - delivering value for stakeholders and aligning with global ESG expectations. Maintaining healthy working relationships with suppliers ensures that the Group continues to be a key strategic partner of the international brands. By nurturing these key relationships, the Group aims to continue receiving the differentiated footwear and apparel which our consumers desire. Our Ethical Code of Practice ensures that fundamental health and safety measures are in place, along with promoting and safeguarding the basic human rights of supply chain workers. Information on our policies can be found at www.jdplc.com. ## How the Board Took Account of the Engagement The Group CEO maintains oversight of all material supplier relationships. Ahead of each Board meeting, to ensure that the Board has clear visibility of developments that could impact performance, risk or long-term value, the Group CEO consolidates updates from various touchpoints and presents key supplier-related considerations through the Group CEO Report. Where a supplier-related matter carries material cost, compliance or strategic implications, the Board receives formal presentations to support informed decision making. These matters are discussed and documented in line with established governance procedures. The Board also encourages colleagues across JD to participate in leading industry forums to stay informed about developments in digital supply chain innovation and more sustainable ways of working. These insights support the Board's focus on responsible sourcing, long-term supplier relationships, and reducing environmental impact across the value chain. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 80 # Stakeholder Engagement continued ![img-97.jpeg](img-97.jpeg) ## Community ### Key Considerations Supporting communities through positive social impact has been a key area of focus throughout the year. Wherever our business operates, we demonstrate our commitment to young people through investment in grassroots youth organisations, supporting employability and skills development, raising aspirations via impactful moments and reducing inequalities. These actions reflect our commitment to supporting young people and contributing to sustainable, long-term community wellbeing. Through our charitable foundations, The JD Foundation (UK) and JD Finish Line Foundation (North America), and wider social responsibility activities, the Company actively encourages meaningful connections between colleagues, customers and the communities we serve. With over 73% of our workforce under the age of 30, the Board recognises the importance of championing opportunities that help young people achieve their potential, supporting both societal impact and the long-term success of the business. ### Impact of Engagement The JD Foundation and the JD Finish Line Foundation continued to strengthen their impact across the communities we serve, supporting hundreds of local projects through our Community Give Back and Louder Than Words grant-giving programmes. In addition to these grassroots initiatives, both foundations provided strategic funding to major partner organisations, including The King's Trust and Girls Inc. Together, these partnerships are dedicated to empowering young people to realise their full potential. Through well-established programmes and targeted interventions, they help young people build confidence, develop future-focused skills, and access opportunities that support long-term personal and professional development. ### How the Board Took Account of the Engagement Our ESG Committee, together with The JD Foundation and JD Finish Line Foundation Trustees, provided the Board with regular updates on community priorities throughout the year. These insights directly informed Board discussions and helped shape decisions aimed at aligning our global community strategy, with particular emphasis on employability skills, grassroots sport and mentorship initiatives. Through regular reporting, the Board was able to review progress against strategic objectives and ensure that our community programmes are well governed and responsive to local needs. During the year, the Trustees and The JD Foundation team completed charity governance training to ensure continued compliance with evolving regulatory expectations. The Board welcomed this development as part of its commitment to high standards of accountability and transparency. The Board actively promoted and supported community engagement across the Group, encouraging colleagues to participate in volunteering, mentoring and storytelling initiatives. These activities reinforce our belief that retail provides long-term skills development and meaningful career opportunities, particularly for young people. The Board continues to recognise that investing in our communities strengthens our workforce, supports sustainable growth and contributes to the long-term success of the Company. ### How We Have Engaged JD supported sports groups globally, in collaboration with brands, providing uniform, equipment, coaching and mentoring improving social skills and educational development. A community event in Manchester saw JD partner with adidas and MADE running to support a community-driven initiative focused on making running accessible and inclusive. We supported social mobility initiatives including the 10,000 Interns Foundation internship programme and The 93% Club's Social Mobility Factory - a flagship event for university students. We continued our partnership with The King's Trust, sponsoring its annual 'Change a Girl's Life' campaign and supporting employability programmes. The JD Finish Line Foundation Back to School Campaign raised over $925,000 via in-store donations (an increase of 18.5% year on year). The money will be invested in local community initiatives nationwide supporting young people. FY26 saw our biggest ever JD UP event in Manchester, UK and our first ever in Madrid, Europe. Over 8,000 young people attended with a fully immersive and engaging careers event with over 600 JD Volunteers. For more details, see page 73. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Non-Financial and Sustainability Information Statement The statements below reflect our commitment to, and management of, employees, communities, the environment, human rights, anti-bribery and anti-corruption in the last 12 months, as required by sections 414CA and 414CB of the Companies Act 2006. Our business model can be found on pages 20-21 in the Annual Report. The 2026 Global Impact Report is available on our corporate website www.jdplc.com | Reporting Requirement | Relevant policies, documents or reports that set out our approach | Sections within the Annual Report to read more about the outcomes and related non-financial KPIs of Our Commitment | | --- | --- | --- | | Employees | - Whistleblowing Policy - Code of Practice - Equality & Diversity Policy - 2026 Global Impact Report | - CEO Review, on page 10 to 17 - Stakeholder Engagement, on pages 76 to 80 - Purpose, culture and values, on pages 16, 69 to 71 - Section 172 Statement, on page 74 - Board diversity tenure and experience, on page 92 - s414C(8)c Companies Act 2006 Diversity Disclosures, on page 93 - ESG – People, on pages 69 to 71 - Our Strategy, on pages 22 to 31 - Nominations Committee Report, on pages 94 to 95 - Remuneration Committee Report, on pages 104 to 116 | | Environmental Matters | - Product Governance Policy - Additional Information – TCFD - JD Group Environmental Policy - 2026 Global Impact Report | - ESG, on pages 52 to 73 - Section 172 Statement, on page 74 - TCFD, on pages 54 to 61 - ESG Committee Report, on page 102 to 103 | | Communities and Social Matters | - Gender Pay Gap Reports - Code of Practice - 2026 Global Impact Report | - Section 172 Statement, on page 74 - Stakeholder Engagement, on pages 76 to 80 - ESG, on pages 52 to 73 - ESG Committee Report, on page 102 to 103 | | Human Rights | - Modern Slavery Statement - Code of Practice - Migrant Worker Policy - 2026 Global Impact Report | - Stakeholder Engagement, on page 79 - ESG, on pages 52 to 73 - ESG Committee Report, on page 102 to 103 | | Anti-Bribery and Anti-Corruption | - Anti-Corruption and Bribery Policy | - Audit & Risk Committee Report, on page 101 | | Principal Risks | - Group Risk Management Framework | - Principal Risks, on pages 44 to 49 | | Non-Financial KPIs | | - Section 172 Statement, on page 74 - Non-Financial KPIs, on page 33 - TCFD Metrics and Targets, on pages 60 to 61 | The Strategic Report has been approved by the Board of Directors and is signed on its behalf by: ![img-98.jpeg](img-98.jpeg) Dominic Platt Chief Financial Officer 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Governance at a Glance ## 2024 UK CORPORATE GOVERNANCE CODE The 2024 UK Corporate Governance Code (the 'Code') was applicable to the Company for the year ended 31 January 2026. The Board has applied all Code principles and complied with all Code provisions throughout the year. ![img-99.jpeg](img-99.jpeg) 1 Board leadership and company purpose | A. | Effective board | 88 to 93 | | --- | --- | --- | | B. | Purpose, values and strategy with alignment to culture | 88 | | C. | Governance framework | 90 to 91 | | D. | Stakeholder engagement | 76 to 80 | | E. | Workforce policies and practices to support long-term sustainable success | 89 | 2 Division of responsibilities | F. | Role of chair | 91 | | --- | --- | --- | | G. | Board composition and responsibilities | 91 to 93 | | H. | Role of Non-Executive Directors | 91 | | I. | Board resources | 91 | 3 Composition, succession and evaluation | J. | Board appointments and succession planning | 92 | | --- | --- | --- | | K. | Skills, experience and knowledge | 92 | | L. | Annual board evaluation | 93 | 4 Audit, risk and internal control | M. | Independence and effectiveness of internal and external audit functions | 100 to 101 | | --- | --- | --- | | N. | Fair, balanced and understandable review | 101, 124 | | O. | Effective risk management and internal control framework | 99 to 100 | 5 Remuneration | P. | Remuneration policies and practices linked to strategy | 117 to 123 | | --- | --- | --- | | Q. | Procedure for developing remuneration policy | 104 | | R. | Remuneration outcomes for FY26 | 109 to 111 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Chair's Introduction to Governance ![img-100.jpeg](img-100.jpeg) During the year, the Group continued to invest in strengthening its governance standards and framework. Andrew Higginson Independent Chair During the year, the Group continued to invest in strengthening its governance standards and framework. These efforts have positioned us well and enabled us to look further ahead to ensure our governance remains appropriate, proportionate and supportive of the agility needed to navigate an increasingly challenging retail environment. The following section details some of our key governance highlights from the year. Further information on how we have applied the principles and complied with the provisions of the 2024 UK Corporate Governance Code (the 'Code') can be found within our Corporate Governance Report, Strategic Report and Committee Reports as referenced on the previous page. ## Board Changes Helen Ashton left the Board in July 2025 and I would like to thank Helen for her contribution to the Board throughout her tenure. Following Helen's departure, Ian Dyson assumed the role of interim Chair of the Audit & Risk Committee. Simultaneously, a recruitment process commenced and we were delighted to welcome Sarah Kuijlaars to the Board in November 2025. Sarah is an experienced finance leader and has held CFO and Non-Executive Plc positions both domestically and internationally across multiple sectors. Her skills and experience add a crucial perspective and insight to Board discussions. As announced on Wednesday 22 April 2026, I will not be standing for re-election at the 2026 Annual General Meeting ('AGM') and will therefore step down from the Board on 21 July 2026 at the conclusion of the AGM. The Board has commenced a process to appoint my successor, led by Kath Smith, Senior Independent Director, with Korn Ferry appointed to support the search. Darren Shapland, who has served as an Independent Non-Executive Director of the Company since June 2023, will become interim Chair following the 2026 AGM until a permanent Chair is appointed. ## Corporate Governance The Code applied to the Group's current financial year and the Company has applied all Code principles and fully complied with all Code provisions throughout the year. Provision 29 of the Code comes into force for the Group in FY27. The Company is preparing for this new requirement and the relevant disclosures will be included in the 2027 Annual Report & Accounts. ## Annual General Meeting Our AGM will be held on 21 July 2026. Full details of the meeting arrangements and the resolutions to be proposed to shareholders can be found in the Notice of Meeting, which will be made available on our website. The outcome of the resolutions put to the AGM, including results of the poll, will be published on the London Stock Exchange and Company website once the AGM has concluded. I hope you find the information contained within the Corporate Governance Report and the rest of the Annual Report & Accounts helpful and informative. ![img-101.jpeg](img-101.jpeg) Andrew Higginson Chair 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Board of Directors ## Committees key: - H: Nominations Committee - A: Audit & Risk Committee - R: Remuneration Committee - D: Disclosure Committee - E: ESG Committee - S: Committee Chair ![img-102.jpeg](img-102.jpeg) Andrew Higginson Independent Chair **Committee:** D: H **Appointed:** July 2022 **Independent:** Yes **Experience:** Andrew started his career in fast-moving consumer goods ('FMCG') with Unilever and Guinness. He later served as an Executive Director on a variety of Plc Boards, including Laura Ashley, The Burton Group and, for 15 years, on the Board of Tesco Plc. Since retiring from Executive life, Andrew served as Senior Independent Director at Sky Plc and as Chair of N Brown Group Plc, Poundland Plc (through its successful IPO), Morrisons (including its turnaround and eventual sale), and now as Chair of JD Sports Fashion Plc. Andrew has also previously chaired the Institute of Grocery Distribution ('IGD') and the British Retail Consortium ('BRC'). Andrew currently serves on several Private Equity Boards. **External Plc Appointments:** None. ![img-103.jpeg](img-103.jpeg) Dominic Platt Chief Financial Officer **Committee:** D **Appointed:** October 2023 **Independent:** n/a ![img-104.jpeg](img-104.jpeg) Andy Long Non-Executive Director **Committee:** D **Appointed:** May 2021 **Independent:** No **Experience:** Andy is currently an Executive Director at Pentland Group with responsibilities across a range of the Group's portfolio companies and investments. He was CEO of Pentland Brands, the Pentland Group's portfolio of sports and fashion brands, until the end of 2020, having previously held the roles of Chief Financial Officer and Chief Operating Officer. Prior to joining Pentland, Andy held senior finance roles at Boots and Procter & Gamble, and is a Fellow of the Chartered Institute of Management Accountants. **External Plc Appointments:** None. ![img-105.jpeg](img-105.jpeg) Régis Schultz Chief Executive Officer **Committee:** D **Appointed:** September 2022 **Independent:** n/a ![img-106.jpeg](img-106.jpeg) Kath Smith Senior Independent Director and Designated Workforce Engagement NED **Committee:** A H C **Appointed:** May 2019 **Independent:** Yes **Experience:** Régis has a wealth of prior experience as Chief Executive Officer across retail categories including home, fashion, electrical, sporting goods and food. In particular, Régis has a strong track record of effecting transformational change through digitalisation, driving multi-channel growth strategies and working across international markets. Prior to joining JD, Régis was President of Al-Futtaim Retail, a division of Al-Futtaim Group. Previous positions include President of French retail chain Monoprix, CEO of Darty, a multi-national retail company, CEO of BUT, a French retail brand specialising in home goods, and various roles held at Kingfisher Plc. **External Plc Appointments:** None. ![img-107.jpeg](img-107.jpeg) Bert Hoyt Non-Executive Director **Committee:** D **Appointed:** September 2021 **Independent:** Yes **Experience:** Bert is recognised as one of the most eminent leaders in the sporting goods and sportswear industry over recent years and has significant experience of global markets. Prior to his retirement as an Executive in January 2021, Bert held the position of Vice President and General Manager of Nike EMEA. Bert is acknowledged for transforming Nike's business in Western Europe and EMEA, achieving substantial growth in revenues and profitability. Prior to spending 23 years at Nike in various roles, ranging from Brand Marketing, VP EMEA Commerce, VP & GM Germany, Austria and Switzerland and VP & GM Global Football, Bert spent 10 years at Puma, six of them as General Manager for Puma International. Bert currently holds a select number of private company Board and advisory roles. **External Plc Appointments:** None. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 ![img-108.jpeg](img-108.jpeg) Ian Dyson Non-Executive Director Committee¹: A H H Appointed: March 2023 Independent: Yes Experience: Ian has a strong track record across consumer-facing industries and public company Boards. During his Executive career, Ian was Group Finance and Operations Director of Marks & Spencer Group Plc, Chief Executive of Punch Taverns Plc and Group Finance Director of Rank Group Plc. Ian was Chair and, before that, Senior Independent Director at ASOS Plc, Senior Independent Director at Flutter Entertainment Plc and a Non-Executive Director of Intercontinental Hotels Group Plc and SSP Group Plc. External Plc Appointments: Chair of Currys Plc and Non-Executive Director of Young & Co.'s Brewery, P.L.C. ¹ Ian is interim Chair of the Audit & Risk Committee. ![img-109.jpeg](img-109.jpeg) Darren Shapland Non-Executive Director Committee: A H H Appointed: June 2023 Independent: Yes Experience: Darren has extensive experience in retail and consumer businesses as both an Executive and Non-Executive Director. In his Executive career, Darren was CEO for Carpetright Plc, having previously been CFO of a number of large retailers including J Sainsburys Plc, Carpetright Plc, Superdrug (Kingfisher Plc) and a number of divisions of The Burton Group Plc. Darren has held a variety of Non-Executive Chair and Audit Chair roles in FTSE 250 and FTSE 100 businesses including Poundland Plc, Ferguson Plc and Ladbrokes Plc. In addition, he holds Board Chair and advisory roles in a number of venture capital and privately owned businesses. External Plc Appointments: Chair of Hollywood Bowl Group Plc. ![img-110.jpeg](img-110.jpeg) Angela Luger Non-Executive Director Committee: C H H Appointed: June 2023 Independent: Yes Experience: Angela brings extensive retail expertise with a background in marketing, buying, merchandising and digital transformations. Angela has held positions at Cadbury's, Coca-Cola, Mars and Asda. She has acted as MD at Debenhams and CEO at The Original Factory Shop and N Brown Group Plc. Additionally, she has held Non-Executive roles at Distribuidora Internacional de Alimentacion S.A., Manchester Airports Group Ltd., New Look Ltd, and as Chair of The Paint Shed Ltd. Angela is a Trustee of the Pennies Foundation. External Plc Appointments: Non-Executive Director of Jet2 Plc and responsible for workforce engagement, Senior Independent Director and Remuneration Committee Chair at Portmeirion Group Plc. ![img-111.jpeg](img-111.jpeg) Prama Bhatt Non-Executive Director Committee: H E Appointed: September 2024 Independent: Yes Experience: Prama brings over 20 years of relevant experience to the Board in omni-channel retailing, having led digital and e-commerce teams at Ulta Beauty, Toys R Us and Kenneth Cole Productions, and, in particular, brings a deep understanding of the US retail landscape. Most recently, she served as Chief Digital Officer of Ulta Beauty Inc., where she was instrumental in driving the Company's digital transformation and expanding its omni-channel presence. In addition, Prama spent 10 years at Ford Motor Company and held various product design, development and strategy roles. She was also previously a Director of Hormel Foods Inc. External Plc Appointments: Director and Member of the Audit Committee and Government and Regulatory Affairs Committee of eHealth Inc. ![img-112.jpeg](img-112.jpeg) Sarah Kuijlaars Non-Executive Director Committee¹: A H H Appointed: November 2025 Independent: Yes Experience: Sarah is an experienced international finance leader, currently serving as Chief Financial Officer at Tate & Lyle Plc. Sarah has previously been Chief Financial Officer at De Beers Group and Arcadis NV, and has held senior financial leadership positions at Rolls-Royce Holdings Plc and Royal Dutch Shell Plc. Sarah has also served as Non-Executive Director on the Boards of Inchcape PLC & Aggreko Plc. Sarah has a Mathematics degree from Oxford University and is a Fellow of the Chartered Institute of Management Accountants. External Plc Appointments: CFO, Tate & Lyle Plc. ¹ Sarah Kuijlaars became a member of the Remuneration Committee in February 2026. Sarah will become Chair of the Audit & Risk Committee on 1 June 2026. ![img-113.jpeg](img-113.jpeg) Theresa Casey General Counsel & Company Secretary Committee: C D Appointed: April 2023 Independent: n/a Experience: Theresa has extensive experience in building and managing legal teams and in supporting Boards. She has been Group General Counsel and Company Secretary of the Group since she joined in April 2023, overseeing global legal, compliance, data protection and corporate governance matters. Previously, Theresa served as General Counsel and Company Secretary at the Open Banking Implementation Entity, and as General Counsel and Company Secretary at N Brown Group Plc. She is also a Trustee of The JD Foundation. Theresa is a practicing solicitor and holds an LLB (hons) in Business Law and a post-graduate diploma in Governance, Risk and Compliance. External Plc Appointments: None. Past Directors: Helen Ashton served in the year and stepped down from the Board on 14 July 2025. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Senior Leadership Team The Senior Leadership team is headed up by the Chief Executive Officer and consists of Heads of Centres of Excellence and Heads of Business Units. ![img-114.jpeg](img-114.jpeg) # Régis Schultz Chief Executive Officer See page 84 for detail on Régis Schultz's experience. # HEADS OF CENTRES OF EXCELLENCE ![img-115.jpeg](img-115.jpeg) # Dominic Platt Chief Financial Officer See page 84 for detail on Dominic Platt's experience. ![img-116.jpeg](img-116.jpeg) # Theresa Casey General Counsel & Company Secretary See page 85 for detail on Theresa Casey's experience. ![img-117.jpeg](img-117.jpeg) # Nigel Keen Chief Property Development Director Experience: Nigel joined the Group in 1995 to establish its internal property function and has since built a professional team supporting all property requirements across the Group's global territories. Under his leadership, the store portfolio has expanded from 40 to more than 4,000 locations worldwide. While much of this growth has been organic, Nigel has also led several key corporate acquisitions, accelerating expansion in global markets. ![img-118.jpeg](img-118.jpeg) # Jetan Chowk Chief Technology & Transformation Officer Experience: Jetan has over 15 years of transformation and technology leadership experience across both industry and consulting. He has held senior roles at Ferrero and Deloitte, shaping global strategy and overseeing major technology and transformation programmes. His experience across retail and fast-moving consumer goods ('FMCG') includes leading complex initiatives that drive operational efficiency, improve business performance and ensure technology supports innovation. ![img-119.jpeg](img-119.jpeg) # Wim Van Aalst Chief Supply Chain Officer Experience: Wim brings more than 30 years of international supply chain leadership, including CSCO positions at Shoprite Checkers, Waitrose and the Landmark Group. Prior to this, Wim led the Global Operations Centre of Excellence at adidas, where he supported a major transformation of its supply chain model. His broad retail and consumer-focused experience provides strong operational and strategic capability to the Group. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # HEADS OF BUSINESS UNITS ![img-120.jpeg](img-120.jpeg) ## George Mersho President and CEO of US City Specialist Experience: George is a visionary entrepreneur with over 30 years of experience in the retail industry. As one of the original founders of Shoe Palace, he played an instrumental role in establishing the brand as a powerhouse in the footwear market. Under his leadership, Shoe Palace grew from a single store to a 170 store chain on the West Coast, solidifying its reputation as the number one Nike Inc. city specialty retailer. ![img-121.jpeg](img-121.jpeg) ## Paul Orange Managing Director of JD EMEA Experience: Paul joined JD in 1997 as a Store Manager and became Regional Manager in 2002, leading the expansion into European markets. He has held the roles of Head of Retail & Operations for the Fashion Division, European Head of Retail & Operations, Retail Director for Europe and General Manager for JD EMEA. He was appointed Managing Director of JD EMEA in January 2026. ![img-122.jpeg](img-122.jpeg) ## Michael Tsiknakis CEO of Sporting Goods Experience: Although an economist by degree, Michael is a passionate entrepreneur, having spent all his life in retail. As a member of a family business, he helped Cosmos grow from a tiny door in Crete to a 100+ door retailer operating JD and Cosmos banners in Greece and Cyprus. ![img-123.jpeg](img-123.jpeg) ## John Hall President and CEO of JD Finish Line Experience: John joined the JD Group in 2016 and has played a key role in driving growth across North America. As CEO and Managing Director, he leads the strategy for JD and Finish Line at Macy's. He previously served as Chief Merchandising Officer, drawing on more than 37 years of experience across digital, stores and product. Prior to JD, he held senior leadership roles at Nordstrom. ![img-124.jpeg](img-124.jpeg) ## Pierre Chambaudrie CEO of Courir Experience: Pierre Chambaudrie joined the Group following completion of the acquisition of Courir on 27 November 2024, where he was CEO. Courir Group has become the French leader in the sneakers market and has developed its unique positioning (focus on Women and Fashion) in Europe since 2018. Pierre's background and expertise in marketing, sales and strategy remain integral and continue to underpin the business' performance. ![img-125.jpeg](img-125.jpeg) ## Hilton Seskin CEO of APAC Experience: Hilton introduced the JD concept to Australia in 2017. He has since established a strong presence across South East Asia, forging key partnerships with leading retailers and landlords. As the APAC CEO of JD, Hilton brings extensive experience in the retail industry, where he has played a pivotal role in launching major retail and wholesale brands, creating new opportunities and driving innovation. ![img-126.jpeg](img-126.jpeg) ## Alun Peacock CEO of JD Gyms Experience: Alun joined the Group in 2013 to establish the JD Gyms concept and is widely recognised as a leading figure in the fitness industry. With a career spanning more than 25 years, he has developed and overseen the success of over 150 facilities across major Plcs and private ventures. His extensive operational experience and industry expertise continue to support the growth and performance of the JD Gyms business. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Corporate Governance Report ![img-127.jpeg](img-127.jpeg) > Board governance and oversight continue to be strengthened to ensure the JD Group ('JD') is well positioned to navigate the opportunities and challenges ahead. > > Andrew Higginson > Independent Chair On behalf of the Board, I am pleased to present the Corporate Governance Report for FY26. The Board promotes the principles set out in the 2024 UK Corporate Governance Code (the 'Code'), issued by the Financial Reporting Council ('FRC'), and this report sets out how the Company has applied the principles set out in the Code, referring to relevant provisions of the Code where appropriate. The full Code can be found on the FRC website: www.frc.org.uk. The Directors consider that throughout the period under review and to the date of this report, the Company has applied all Code principles and fully complied with all Code provisions. We acknowledge the requirements under Provision 29 and are making preparations to respond to and report against this requirement in our FY27 Annual Report and Accounts. ## Board Leadership The Board's role is to ensure that the Group is led in a manner which protects the long-term interests of its shareholders, whilst balancing and promoting the interests of its other key stakeholders, including its employees and suppliers. The Board is responsible for the direction, management and performance of the Company. The Directors act together in the best interests of the Group via the Board and its Committees. The Board held seven scheduled Board meetings during the period under review and ad hoc meetings were held in between scheduled meetings where required. Director attendance at scheduled Board meetings can be found on page 91 whilst Committee attendance is set out at the start of each Committee report. The Board delegates certain powers to Board Committees. There are five principal Board Committees to which the Board has delegated certain responsibilities. The Terms of Reference for all Committees are reviewed by each Committee annually and are available for inspection on request or on the Group's corporate website. ## Shareholder Engagement The Board is committed to open and transparent dialogue with shareholders. The Chair, Senior Independent Director ('SiD') and other Non-Executive Directors ('NEDs') are available to meet with major shareholders on request. The Group ensures that it communicates the information that its investors require through Regulatory News Announcements, press releases and the Annual Report & Accounts. During the year, the Board engaged with shareholders in respect of the introduction of a new Remuneration Policy. The Board takes seriously its responsibilities to represent the interests of shareholders and to uphold the highest standards of corporate governance. The Company's Annual General Meeting ('AGM'), to be held on 21 July 2026, will provide an opportunity for further engagement, for the Chair to explain the Company's progress against its strategy and, alongside other members of the Board, to answer any questions. ## Employee Engagement and Culture Workforce engagement continues to be a matter of great importance to the Board. During FY26, Kath Smith, the Group's Senior Independent Director, continued to assume the role of Designated Workforce Engagement NED ('DNED'). Kath attended periodic Global Engagement Forums throughout the year to receive feedback from the workforce and understand the themes and issues that are important to our colleagues. Topics raised and discussed at the forums included the launch of the JD Now app, trading performance and colleague remuneration and reward. Angela Luger, Chair of the Remuneration Committee, attended the forum in July to explain the rationale behind the changes to the Remuneration Policy approved by shareholders at the 2025 AGM, its impact upon colleagues, and the importance of ensuring alignment of pay between Executive remuneration and wider Company pay policies. After each Global Engagement Forum, the DNED provides a report to the Board at the next scheduled Board meeting summarising the key issues raised and any significant feedback received. This report serves as an essential mechanism for enabling the Board to assess and monitor colleague sentiment, remain informed about cultural and workforce matters and evaluate how effectively the desired culture is being embedded across the organisation. The Board is then able to determine and take any actions it considers necessary in response. The Board remains satisfied that the Company culture continues to support its purpose and delivery of the strategy. A summary of culture-related activities undertaken by the Board during the year, which supported its ongoing assessment of the embedding of the required culture, can be found in the table on the next page. Please refer to the ESG Report on pages 52 to 73 and the 2026 Global Impact Report, which is available on the Company's corporate website, for further information relating to colleague engagement and culture. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 89 # Key Board Activities During the Year ## Strategy - Reviewing the output of strategic sessions held with members of the Senior Leadership team - Approving the disposal of assets and minority shareholder stakes in non-complementary brands - Receiving strategy updates from management - Making decisions with due regard for the matters set out in section 172 of the Companies Act 2006 - Approving the Group's future strategy and monitoring progress against this through the year - Approving the refinancing of the Revolving Credit Facility and Term loan ## Culture - Engaging directly with colleagues at Global Engagement Forums, attended by the DNED - Hosting regular Town Halls with opportunities for colleague Q&A with the Executive Directors - Considering relevant information within Board and Committee management reporting - Reviewing the data contained within the Health & Safety Report provided at each Board meeting - Conducting an annual review of the Group's Whistleblowing Policy and procedures - Reviewing the results of the annual Global Engagement Survey - Overseeing Diversity, Equity and Inclusion initiatives carried out across the Group - More information on engagement with employees can be found in our Section 172 Statement on page 74, the Stakeholder Engagement section on page 77, and in the 2026 Global Impact Report available on the website. ## Stakeholder Matters - Approving the Annual Report & Accounts - Approving the half-year results - Discussing Investor Relations reports - Reviewing the Group's capital allocation policy and approving or recommending the payment of dividends and share buyback programmes - Signing off on Annual General Meeting resolutions and engaging with shareholders on colleague pay practice disclosures - Receiving management reports on customer feedback ## Operational - Receiving updates on a range of topics such as ESG, litigation, governance, competition and health and safety - Receiving presentations from management on key focus areas, including detailed marketing deep dives - Visiting key operational locations to meet with local management - Monitoring financial performance against budget - Assessing key supplier agreements ## Governance - Appointing a new Non-Executive Director - Overseeing outputs from the Committees of the Board - Reviewing and considering the outcomes from the FY26 internal Board evaluation - Approving corporate policies - Reviewing the Matters Reserved for the Board and Committee Terms of Reference - Reviewing the Conflicts of Interest Policy and the Directors' register of interests # Conflicts of Interest The Company's Articles of Association give the Board power to authorise matters that give rise to actual or potential conflicts. The Company has policies and procedures in place for identifying, disclosing, evaluating and managing conflicts of interest so that Board decisions are not compromised by a conflicted Director. Directors have a continuing duty to ensure the Board is updated on any changes to these conflicts. The Company Secretary maintains a register of conflicts. The Board evaluates all disclosures and considers the potential for conflicts before deciding whether or not to accept the conflict. The register of conflicts and Conflicts of Interest Policy are reviewed annually and approved by the Board. # Policies The Company is committed to conducting business with integrity and in a respectful, honest and ethical manner. Our Whistleblowing Policy encourages employees to raise concerns where they observe or suspect misconduct and provides a number of channels through which concerns or suspicions can be raised confidentially. Details of the Group's approach to Anti-Bribery and Corruption can be found in the Audit & Risk Committee Report on page 101. Our policies are reviewed annually by the Board, where relevant, and can be found on our corporate website. # Internal Control and Risk Management The Board is responsible for overseeing the Group's risk management arrangements, including the identification and assessment of the Group's principal risks, and for reviewing the effectiveness of the systems of risk management and internal control to manage those risks. Further information on the Group's Risk Management Framework ('RMF'), including the processes used to identify, assess and manage risks, and an explanation of how the application of the framework has supported the mitigation of the Group's principal risks, are set out in the Principal Risks section of the Strategic Report on page 44. # Focus for FY27 Our key focus for FY27 is to continue strengthening our pipeline of succession for the Board, CEO and Senior Leadership team to support the delivery of the Group strategy and safeguard the long-term success of the Group. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 90 # Corporate Governance Report continued ## Division of Responsibilities ### Corporate Structure The Board comprises nine Non-Executive Directors and two Executive Directors who set the strategy and oversee progress against strategic objectives to promote the long-term sustainable success of the Company. ![img-128.jpeg](img-128.jpeg) ## Nominations Committee - Considers the size, structure, composition and diversity of the Board - Ensures appropriate succession plans are in place for the Board and Senior Leadership team - Considers, and recommends to the Board, candidates to fill Board vacancies as and when they arise ## Audit & Risk Committee - Monitors the integrity of financial reporting and appropriateness of key accounting judgements - Reviews and recommends to the Board the Company's annual and half-yearly financial statements and the disclosures made within them - Oversees the Risk Management Framework and systems of internal control, including whistleblowing and anti-fraud procedures - Ensures the independence and effectiveness of the Internal Audit function and approves the annual Internal Audit plan - Recommend the appointment, reappointment and removal of the External Auditor, monitoring the independence of the External Auditor, and reviewing the scope of audit and non-audit work undertaken by the External Auditor ## Senior Leadership Team The Senior Leadership team, which is headed up by the Chief Executive Officer and consists of Heads of Centres of Excellence and Heads of Business Units, plays a crucial role in executing the strategy set by the Board and leading the day-to-day operations of the Group. ## Remuneration Committee - Determines remuneration policy, performance-related pay schemes and share-based incentive plans, ensuring they promote the long-term success of the Company and delivery of its strategy - Reviews remuneration and benefits packages for Executive Directors and the Senior Leadership team whilst considering pay and employment conditions across the Group ## ESG Committee - Determines ESG-related strategy and monitors performance of ESG-related metrics across the Group - Reviews and provides oversight of sustainability and environmental, social and governance matters - Advises the Board on the Group's strategies, goals and commitments relating to sustainability and ESG - Recommends all ESG-related reporting to the Board ## Disclosure Committee - Monitors compliance with the Company's systems and procedures as regards the identification, assessment and disclosure of inside information - Reviews the steps taken to ensure the accurate disclosure of any announcement and advises generally on the scope and content of disclosure by the Company --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Attendance at Board and Committee Meetings This table shows Director attendance at all Board meetings that had been scheduled at the start of the reporting period. In addition to the scheduled Board meetings, strategy days take place each year and the Board visits various retail sites and our distribution centres at least annually. Directors' Committee attendance can be found at the start of each Committee report. Disclosure Committee meetings are convened on an ad hoc basis throughout the year as business needs arise. As a result, attendance is not formally recorded. However, the Committee remains mindful of the requirement to be quorate in accordance with its Terms of Reference before any meeting can proceed. Key Meeting attended Absent | Board member attendance during FY26 | Meetings attended | | --- | --- | | Andrew Higginson | ●●●●●●●● | | Regis Schultz | ●●●●●●●● | | Dominic Platt | ●●●●●●●● | | Helen Ashton^{1} | ●●●●●●●● | | Prama Bhatt | ●●●●●●●● | | Ian Dyson | ●●●●●●●● | | Bert Hoyt | ●●●●●●●● | | Andy Long | ●●●●●●●● | | Angela Luger | ●●●●●●●● | | Darren Shapland | ●●●●●●●● | | Kath Smith | ●●●●●●●● | | Sarah Kuijaars^{2} | ● | Where Directors were unable to attend a meeting, this was due to either unavoidable personal circumstances or work commitments. Directors all received the meeting papers and had an opportunity to feed comments in to the Board and Committee Chairs prior to the meetings. 1. Helen Ashton stood down from the Board on 14 July 2025. She attended all Board and Committee meetings up to the date of her resignation. 2. Sarah Kuijaars was appointed to the Board on 10 November 2025. She attended all Board and Committee meetings post her appointment. # Division of Responsibilities There is a clear division of responsibility between the roles of the Chair and CEO, and the positions are not held by the same person, in accordance with Provision 9 of the Code. | Chair | - Leads the Board and ensures its effectiveness on all aspects of its role - Chairs and sets the agenda of all meetings of the Board - Promotes a culture of openness and debate, by facilitating the effective contribution of Non-Executive Directors - Communicates with shareholders and other stakeholders | | --- | --- | | CEO | - Responsible for the day-to-day management of the business of the Group in accordance with such policies and directions as the Board of the Company may determine from time to time - Manages the Group's operations, including the development of strategic plans - Develops and maintains good, open and transparent regulatory relationships - Provides effective leadership of the Group's Senior Leadership team in the day-to-day running of the Group's business and oversight of Executive meetings | | SID | - Steps into the role of the Chair in the absence of the Chair - Acts as a sounding board for the Chair and serves as an intermediary for the other Directors - Ensures that the Chair and CEO comply with the policy on division of responsibilities - Leads the annual performance review of the Chair and reports back to the other Directors - Available to shareholders if they have concerns that cannot be or have not been addressed, or are inappropriate to be addressed through the usual channels of the Chair, the CEO or the Chief Financial Officer | | Non-Executive Directors | - Bring independent oversight, specialist knowledge and experience to the Board - Monitor Executive Management performance, and offer guidance and constructive challenge to Executive Management in the delivery of agreed goals and objectives - Monitor the integrity of financial information produced by the Group - Determine appropriate succession plans and levels of remuneration for Executive Directors | # Board and Committee Support The Company has systems in place to ensure the Board is supplied with appropriate and timely information that helps Board members discharge their duties. We utilise a fully encrypted electronic Board portal to distribute Board and Committee papers, which also enables the efficient distribution of business updates and other resources to the Board. Board members may request additional information or variations to regular reporting as required. The Company Secretary, who is a fully admitted solicitor and attends all Board and Committee meetings, is responsible for advising the Board on all corporate governance and legal matters. All Directors have access to the advice and services of the Company Secretary, Deputy Company Secretary and the wider company secretarial team. Directors are also able to take independent legal and professional advice when they believe it is necessary to do so. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Corporate Governance Report continued ## Composition and Succession ### Board Changes During the Year Helen Ashton stepped down as a Non-Executive Director and Chair of the Audit & Risk Committee in July 2025. In November 2025, the Board was pleased to welcome Sarah Kuijlaars to the Board as a Non-Executive Director and member of the Audit & Risk and Nominations Committees. Sarah was appointed to the Remuneration Committee on 1 February 2026 and will assume the role of Chair of the Audit & Risk Committee on 1 June 2026 following a handover period with the interim Chair, Ian Dyson. We would like to thank Ian for his additional contribution by stepping in as interim Chair. Further detail on the process followed to appoint Sarah to the Board during the year can be found in the Nominations Committee Report on page 94. ### Board Composition The Board is made up of two Executive Directors, eight Non-Executive Directors and the Chair. The Board acknowledges that over half of its members, excluding the Chair, must be independent. All Non-Executive Directors with the exception of Andy Long were considered independent by the Board upon appointment and are still considered to be independent as at the date of this report following assessment by the Board. Andy Long is not considered independent as he serves as an Executive Director of Pentland Group Limited and his position on the Board is held in his capacity as a shareholder representative. The Chair was considered to be independent on appointment. During the year, no Director's tenure exceeded the recommended nine years outlined in the Code. At the 2026 AGM, Sarah Kuijlaars will stand for election. All other Directors will submit themselves for re-election in accordance with the Code, with the exception of Andrew Higginson who will step down from the Board on 21 July 2026 at the conclusion of the AGM. The Board considers that all Directors are able to devote sufficient time to their duties as Directors of the Company. This continues to be demonstrated in the flexibility of the Directors to be available at key points in the financial calendar, along with unscheduled activity where necessary, and at short notice on occasion. This view was supported by the internal Board evaluation undertaken in FY26, where no concerns were raised in respect of over-boarding. When considering external Board appointments, existing Directors are also encouraged to consider any factors that would prevent them from effectively fulfilling their duties, including both time requirements and any potential conflicts of interest. ### Skills, Experience, Training and Tenure A summary of Board skills is provided below. Further information regarding Board members' experience and qualifications is also detailed in the Board of Directors' biographies on pages 84 and 85. In addition to the skills the Directors bring to the Board, ongoing and tailored training is provided as necessary to broaden Directors' knowledge of the Group and the matters affecting it. During FY26, this has included updates in relation to Directors' duties, trading performance and market valuation and a refresher on disclosure obligations under Market Abuse Regulation ('MAR'). | Board expertise | Board skill | | --- | --- | | Listed Executive Experience | ●●●●●●●●●●● | | Finance/Audit | ●●●●●●●●● | | IT Transformation/Cyber Security & Risk | ●●●●●●● | | Branding/Marketing | ●●●●●●●● | | International Markets | ●●●●●●●●●●● | | Retail/Commercial/Operational | ●●●●●●●●●●● | | Manufacturing/Supply Chain | ●●●●●●● | | Environmental/Social | ●●●●● | | Property/Store Development | ●●●●●●●●● | ![img-129.jpeg](img-129.jpeg) ## Succession Planning The Board continues to work on building a succession plan for key senior positions and ensuring a diverse pipeline. Our Diversity, Equity & Inclusion Policy is embedded in our approach to recruitment at all levels, including the Board. The Nominations Committee oversees succession planning. Further details are available within the Nominations Committee Report on pages 94 to 95. ## Diversity The Board recognises the importance of diversity, including gender, at all levels of the Company as well as on the Board. The Company is committed to equal opportunities and increasing diversity across our operations in terms of relevant skills, experience, ethnicity and gender. As at 31 January 2026, the Board comprises seven male Directors and four female Directors. The Board continues to consider how diversity can be enhanced through the Board and the Senior Leadership team and across the Group generally. Our Diversity, Equity & Inclusion Policy applies to the Board and its Committees. Additionally, as at the end of the reporting period, there is 36.36% female diversity at Board level (FY25: 36.36%) and 13.3% at Senior Leadership team level (FY25: 25.0%). Kath Smith holds the position of SID. One Director on the Board is from an ethnic minority background. As at 31 January 2026, with the exception of the target of 40% for female representation on the Board, the Board met the targets on board diversity set out in UK Listing Rule 6.6.6R(9). The decrease in the level of female representation at Senior Leadership level was due to a restructure of the Senior Leadership team, which led to the growth of the team, and the resignation of one female member of the Senior Leadership team whose responsibilities were absorbed into other existing roles. The level of female representation on the Board remains slightly below the target of 40%, with the figure of 36.36% remaining static following the resignation of Helen Ashton during the year and the appointment of Sarah Kuijlaars. The Nominations Committee continues to take into consideration the 40% target for female representation on the Board when discharging its responsibilities to review the size and structure of the Board and succession planning. Further detail on succession planning can be found in the Nominations Committee Report on pages 94 to 95. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 93 The disclosures required under UK Listing Rule 6.6.6R(10), as at 31 January 2026, are set out below¹: Table for Reporting on Gender Identity | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CFO, SID and Chair) | Number of Executive Management² | Percentage of Executive Management | | --- | --- | --- | --- | --- | --- | | Men | 7 | 63.6 | 3 | 13 | 86.7 | | Women | 4 | 36.4 | 1 | 2 | 13.3 | | Not specified/prefer not to say | 0 | 0.0 | 0 | 0 | 0.0 | Table for Reporting on Ethnic Background | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (CEO, CFO, SID and Chair) | Number of Executive Management² | Percentage of Executive Management | | --- | --- | --- | --- | --- | --- | | White British or other White (including minority white groups) | 10 | 90.9 | 4 | 11 | 73.3 | | Mixed/Multiple Ethnic Groups | 0 | 0 | 0 | 0 | 0 | | Asian/Asian British | 1 | 9.1 | 0 | 0 | 0 | | Black/African/Caribbean/Black British | 0 | 0 | 0 | 0 | 0 | | Other ethnic group | 0 | 0 | 0 | 0 | 0 | | Not specified/prefer not to say³ | 0 | 0 | 0 | 4 | 26.7 | Table for Reporting on Gender Identity – Senior Managers⁴ | | Number of Senior Managers¹ | Percentage of Senior Managers¹ | | --- | --- | --- | | Men | 54 | 76 | | Women | 17 | 24 | | Not specified/prefer not to say | 0 | 0 | ¹ The data provided in these tables was gathered from members of the Board, Executive Management, Senior Management and employees from across the business via self-reporting methods including by questionnaire. Table for Reporting on Gender Identity – All Employees | | Number of employees | Percentage of employees | | --- | --- | --- | | Men | 50,320 | 52.37 | | Women | 44,932 | 46.77 | | Not specified/prefer not to say | 832 | 0.86 | ² Executive Management is defined as the members of the JD Sports Fashion Plc Senior Leadership team (which includes the CEO and CFO), as outlined on pages 86 to 87. The number of Executive Management was reduced by two following the reporting end date. ³ The four members of Executive Management who provided a Not specified/Prefer not to say response are based outside of the UK. Data Protection laws within those jurisdictions prevent the collection or publication of some or all of the personal data required to be disclosed. ⁴ The data in this table is correct as at 31 October 2025 and aligns with the data provided by the Company in response to the latest FTSE Women Leaders Review report, published in February 2026. ⁵ Senior Managers are defined as employees who have sufficient responsibility for planning, directing or controlling the activities of an entity within the Group, and who report into Executive Management and their direct reports. ## Board Evaluation An internal evaluation was carried out in FY26 facilitated by the Company Secretary. The Directors completed a questionnaire covering the same thematic areas used in the FY25 evaluation to enable a comparison to be made against the prior year. The evaluation required Board members to score themselves individually and the Board as a whole. The outcome of the evaluation was reviewed with the Chair and considered by the Board. The SID also conducted an evaluation of the Chair, meeting with other Directors to assess his performance, whilst the Chair appraised the CEO and the SID, along with the Non-Executive Directors. The overall view was that the Board continues to remain effective. Areas reported positively within the evaluation included the Board having sufficient levels of industry and financial expertise, and an appropriate level of understanding and consideration of stakeholder interests in strategic decision making. The Board concluded that there was a healthy level of trust and openness between the Non-Executive Directors and that a positive culture had been fostered to enable Board members to raise issues and concerns both inside and outside of Board meetings. There was mutual agreement across respondents that the contribution of all Board members was appropriate. Directors' tenure and independence was also considered as part of the review and no concerns were raised. Areas identified as having progressed since the FY25 evaluation include enhanced information received by the Board regarding the Company's ESG matters, reflecting strengthened governance and improved ESG reporting, which together have allowed for more effective oversight. The Board expressed increased confidence in the strategic approach adopted by the Company to meet its sustainability goals. The Board was satisfied that more time and attention was given throughout FY26 to review and understand the main trends and factors affecting the long-term sustainable success, resilience and future prospects of the Company. A key area identified for further development was succession planning for the CEO and members of the Senior Leadership team and the benefits of a diverse pipeline. A separate Board session was held in July 2025 that focused solely on succession. This will remain a key focus area for FY27. Throughout FY26, the Board has continued to engage in discussions regarding the long-term vision and strategic options of the Group. These areas will remain a priority during FY27. In addition, the Board will increase its focus on the matters highlighted through the evaluation process as requiring greater focus, including succession planning and diversity. The Board intends to carry out an external Board evaluation in FY27, in line with the Code. This report was approved by the Board and signed on its behalf by ![img-130.jpeg](img-130.jpeg) Andrew Higginson Chair 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Nominations Committee Report ![img-131.jpeg](img-131.jpeg) ## Andrew Higginson Chair of the Nominations Committee | Committee member attendance during FY26 | Meetings attended | | --- | --- | | Andrew Higginson | ● ● ● | | Helen Ashton^{1} | ● | | Prama Bhatt | ● ● ● | | Ian Dyson | ● ● ● | | Bert Hoyt | ● ● ● | | Andy Long | ● ● | | Angela Luger | ● ● ● | | Darren Shapland | ● ● ● | | Kath Smith | ● ● ● | | Sarah Kuijlaars^{2} | ● | Where Directors were unable to attend a meeting date, this was due to either unavoidable personal circumstances or work commitments, Directors all received the meeting papers and had an opportunity to feed comments in to the Board and Committee Chairs prior to the meetings. 1. Helen Ashton stood down from the Board and relevant Committees on 14 July 2025. She attended all meetings prior to her resignation. 2. Sarah Kuijlaars was appointed to the Board on 10 November 2025. She attended all meetings post her appointment. ## Key Meeting attended ● Absent ● ## I am pleased to present the Nominations Committee Report for the year ended 31 January 2026. The Committee plays a significant role in ensuring the Board is sufficiently diverse and has the appropriate balance of skills, knowledge, experience, market expertise, consumer insight, diversity and independence to provide the breadth, depth, diversity of thinking and perspective needed to support our strategy and deliver our purpose. ## Board Appointments Following the departure of Helen Ashton as a Non-Executive Director and Chair of the Audit & Risk Committee in July 2025, the search process to appoint a new Independent Non-Executive Director immediately commenced. In line with the Group's usual procedures for new Board appointments, an independent, external search advisory firm was appointed to identify suitable candidates for the position. Teneo, which has no other connection to the Group or any of its Directors, was engaged to assist with this search and provided with a comprehensive candidate specification designed to align the role brief with the desired Board composition and reference to the skills matrix, Diversity, Equity & Inclusion Policy and required experience. The candidate specifications for this particular role included extensive executive experience in finance leadership roles, international and global experience, and CFO experience within a UK-listed business. The Committee considered a longlist of candidate profiles, which included details of skills, experience and current time commitments, following which a shortlist was created. As with all new appointments, the Nominations Committee considered the external Board commitments of all candidates as part of the recruitment process. The final candidates then met with key Board members to determine whether they satisfied the role brief. After careful consideration, Sarah Kuijlaars was identified as the preferred candidate and her appointment as an Independent Non-Executive Director was recommended to, and subsequently approved by, the Board. Her appointment commenced in November 2025. It will be the responsibility of the Senior Independent Director to guide the search for a new Chair. Korn Ferry, which has no other connection to the Group or any of its Directors, has been engaged to assist with this search. ## Meetings The Committee held three scheduled meetings during the financial year and the members' attendance at these meetings can be found at the start of this report. At the invitation of the Chair of the Committee, other regular attendees, who can withdraw as necessary, are permitted to attend for all or part of any meetings as and when appropriate. Other individuals present at meetings during the period include the Group General Counsel & Company Secretary and the Deputy Company Secretary. ## Membership All Non-Executive Directors are appointed as members of the Committee. The Committee is chaired by the Chair of the Board. The majority of members are Independent Non-Executive Directors of the Company in accordance with Provision 17 of the 2024 UK Corporate Governance Code. ## Board Composition and Succession Planning The Committee, on behalf of the Board, is responsible for succession planning. It continues to prioritise Board composition and regularly reviews the skills and experience needed to maintain a robust and sustainable leadership model for the Board, its Committees and the wider Senior Leadership team. The Committee plays a vital role in ensuring the effectiveness of the Board and its ability to deliver long-term success for the business, which includes having the appropriate balance of skills, experience and knowledge on the Board to both reflect the changing needs of the business and anticipate and prepare for the future. Board composition is also considered as part of the annual Board and Committee evaluation. In addition to Sarah Kuijlaars's appointment, the Board reviewed proposed external appointments for current Directors to assess any risk of over-boarding or time constraints affecting their effectiveness. No concerns were found. ## Board Independence Independence of the Board is fundamental in ensuring that Non-Executive Directors can fulfil their responsibility to provide constructive challenge and scrutiny of management's performance. The Committee evaluates each Non-Executive Director's independence at appointment and annually, following Code criteria. All members of the Committee are Non-Executive Directors, the majority of which are independent. The Committee is chaired by the Chair of the Board except when the Committee is dealing with the appointment of a successor to the Chair of the Board. In this circumstance, the Senior Independent Director would take on this responsibility. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 95 # Key Activities of the Committee During the Year ## Non-Executive Director Appointment As noted on page 94, the Committee carried out a search and recruitment process for a new Independent Non-Executive Director during 2025. Following her appointment, Sarah Kuijlaars underwent a full, formal and customised induction programme, including introductory meetings with key members of the Board and Senior Leadership team and external stakeholders, and key site tours, including our Trafford Centre store and Kingsway Distribution Centre. ## Conflicts of Interest The Committee undertook a review of the Directors' register of interests, ensuring that all actual, potential and perceived conflicts arising from a Director's interest were appropriately identified, declared and managed. The Committee concluded that there were no conflicts that would compromise any of the Directors' independence or influence their decision making. ## Diversity, Equity & Inclusion Our Diversity, Equity & Inclusion Policy is embedded in our approach to recruitment at all levels, including the Board. The objectives of the policy are to: - create a working environment that promotes equality and opportunity for all; - create an environment free of bullying, harassment, victimisation and discrimination; - ensure the Group is representative of all sections of society; - support colleagues to reach their full potential with personal and professional development; - ensure fairness by continuously reviewing employment practices and procedures to remove bias; and - regularly monitor colleague feedback and voluntarily provide diversity data to support the commitments set out within the policy. Appointments to the Board, Committees and other positions within the Group are made on merit according to the balance of skills and experience offered by prospective candidates, and full and fair consideration is always given to disabled persons in such circumstances. Should an employee become disabled during their employment with the Group, every effort is made to continue their employment. Wherever practicable, this includes supporting their ongoing development and training within their existing role of, if that is not feasible, identifying and offering a suitable alternative position. We acknowledge the benefits of diversity in all its forms and we will continue to strive to make our Board and Senior Leadership team more representative of our diverse workforce. We actively support a culture of inclusion to ensure that all employees are valued, treated fairly and equally, and treated with dignity and respect. We satisfy the Parker Review recommendation to have at least one Board member from an ethnic minority background. Further information on the Group's approach to Diversity, Equity, Inclusion & Belonging can be found in the ESG Report on page 70 and in the 2026 Global Impact Report, available on our corporate website. ## Succession Planning A key focus for the Committee during FY26 has been to continue overseeing the development of succession planning for the Board, CEO and Senior Leadership team, ensuring the promotion of internal talent and encouraging a diverse pipeline. The Committee continues to regularly review the skills, experience, composition, structure and diversity of the Board and its Committees to ensure they have the necessary skill-sets required for continued success. Consideration is given to current strategy, challenges facing the Group and future opportunities. During FY26, the Committee conducted a thorough succession planning review of the Senior Leadership team which was carried out on behalf of the Committee by the CEO. All Board members were invited to participate in the review. Feedback will be provided and considered during FY27, with focus to be placed on ensuring appropriate succession plans are in place for key senior positions and strengthening a diverse internal pipeline given the restructure of the Senior Leadership team. ## Board Evaluation The Committee undertakes an annual evaluation of its performance and effectiveness. In FY26, an internal evaluation of the Committee's own performance was carried out by way of a questionnaire. The results of the evaluation were discussed by the Committee and it was agreed that in FY27 there would be further focus on succession planning, as noted earlier in this report. Recommendations and objectives were made to improve the Committee's effectiveness, but it was noted that the Committee continues to operate effectively. ## Focus for FY27 The Board's priority for FY27 is the appointment of a new Chair. The Senior Independent Director is leading the search, supported by Korn Ferry, an independent executive search firm. ## Responsibilities The Committee's duties and responsibilities are set out in its Terms of Reference which are reviewed annually. These are available on our corporate website. The Committee is responsible for: - ensuring that the balance of Directors on the Board remains appropriate by regularly reviewing the structure, size, diversity and composition of the Board and its Committees and recommending any changes to the Board; - giving full consideration to succession planning for Directors and the Senior Leadership team to ensure that there is a pipeline of high-calibre candidates and that succession is managed smoothly; - keeping the leadership needs of the Group under review with a view to ensuring the continued ability of the Group to compete effectively in the market; and - identifying and nominating, for approval by the Board, candidates to fill Board vacancies when they arise, taking into account a candidate's other commitments and ensuring a candidate has sufficient time to take on the role. ![img-132.jpeg](img-132.jpeg) Andrew Higginson Chair of the Nominations Committee 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Audit & Risk Committee Report ![img-133.jpeg](img-133.jpeg) # Ian Dyson Interim Chair of the Audit & Risk Committee | Committee member attendance during FY26 | Meetings attended | | --- | --- | | Helen Ashton1 | ● ● ● ● | | Ian Dyson2 | ● ● ● ● ● ● ● | | Darren Shapland | ● ● ● ● ● ● ● | | Kath Smith | ● ● ● ● ● ● ● | | Sarah Kuijlaars3 | ● ● | 1 Helen Ashton stood down from the Board and relevant Committees on 14 July 2025. She attended all meetings prior to her resignation. 2 Ian Dyson assumed the role of Interim Chair of the Committee on 14 July 2025. 3 Sarah Kuijlaars was appointed to the Audit & Risk Committee with effect from her date of appointment as a Director on 10 November 2025. She attended all meetings post her appointment. # I am pleased to present the Audit & Risk Committee Report for the year ended 31 January 2026. The past 12 months have marked a further step forward in strengthening the Group's governance, risk management and control environment under the stewardship of the Audit & Risk Committee. During FY26, the Committee's focus shifted increasingly from programme mobilisation to delivery, oversight and embedding, reflecting the progress made across finance, risk and assurance. While the Group remains part way through a multi-year programme of improvement, the Committee has been encouraged by the capability, commitment and ownership demonstrated by management and the wider JD team, and by the increasing maturity of the governance, risk and control processes being established. The FY27 priority areas for the Audit & Risk Committee are: - preparing for enhanced disclosures under Provision 29 of the 2024 UK Corporate Governance Code (the 'Code'), including evidencing the effectiveness of the Group's system of internal controls; - continued oversight of the IT General Controls ('ITGCs') remediation programme; - continued oversight of the finance transformation programme, particularly in the US; - embedding of the Entity Level Controls framework, supported by enhanced first and second line assurance; - continued enhancement of cyber security maturity and resilience, including further progress against National Institute of Standards and Technology ('NIST') targets; - oversight of the delivery of the Business Resilience and Business Continuity programme, including crisis management and scenario testing; and - preparing for the assurance of Corporate Sustainability Reporting Directive ('CSRD') metrics. # Responsibilities The Committee's main responsibilities include: - monitoring the integrity of the Group's financial reporting processes, including the annual and interim financial statements and reviewing and challenging key estimates and judgements; - reviewing and challenging the adequacy and effectiveness of the Group's internal financial controls, being the systems established to identify, assess, manage and monitor financial risks; - monitoring the effectiveness of the Group's internal control and risk management systems; - reviewing the objectivity and effectiveness of the external audit process, including approving and monitoring the scope of audit and non-audit services provided by the External Auditor; - evaluating the performance, independence and effectiveness of the External Auditor, and overseeing the process for its appointment and remuneration; - monitoring the work and activities of the Group Internal Audit and Risk functions through the provision of regular reporting from the Group Head of Assurance and Group Head of Risk; - overseeing compliance with legal and regulatory requirements, including monitoring ethics and compliance risks; and - monitoring assurance over sustainability reporting, including the robustness of related controls and processes. The Committee's duties and responsibilities are set out in its Terms of Reference, which are reviewed annually. These are available to download from our corporate website. # Audit Committees and the External Audit: Minimum Standard ('Minimum Standard') During FY26, the Committee paid due attention to the matters set out in the Financial Reporting Council's Minimum Standard through discharging its responsibilities as described above. Confirmation of how the Committee oversaw and reviewed the quality and effectiveness of the External Auditor - along with the Committee's conclusions - and how it assessed the independence and effectiveness of the external audit process in accordance with the Minimum Standard can be found on pages 100 to 101 of this report. Whilst not applicable during FY26, the Committee acknowledged the requirement within the Minimum Standard to tender the external audit at least every 10 years, as well as the associated requirements that govern the tendering process. # Membership The Committee is made up of a minimum of three members. All members should be Independent Non-Executive Directors of the Company. The Chair of the Board is not permitted to be a member of the Committee but may attend its meetings by invitation. Helen Ashton was Chair of the Committee until her resignation on 14 July 2025. She was replaced by Ian Dyson, who took on the role of interim Chair of the Committee. Sarah Kuijlaars joined the Committee on 10 November 2025 and will replace Ian Dyson as Chair of the Audit & Risk Committee on 1 June 2026 following a handover period. For the purposes of the Code, the interim Chair of the Committee, Ian Dyson, qualifies as a person with recent and relevant financial experience, as did his predecessor and as does his successor. The Committee as a whole has deep competence relevant to the sectors in which the Group operates. Full details of the skills and experience of the Committee members can be found on pages 84 to 85. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 97 # Key Activities of the Committee During the Year ## Financial Reporting - Monitored the effectiveness of the financial reporting process, including review of the Company's Annual Report and Interim Financial Statements and preliminary announcements, supported by reports from management and the External Auditor. - Considered and reported to the Board on significant financial reporting matters, including key accounting policies, estimates and judgements, and made recommendations to support the integrity and robustness of the financial reporting process. - Reviewed the clarity, completeness and consistency of disclosures within the Annual Report and Interim Financial Statements, including climate-related sustainability disclosures, and assessed whether disclosures were appropriately balanced and presented in their proper context. - Oversaw the planning and delivery of the Group finance transformation programme, including the implementation of the new Group consolidation system (Oracle FCC) and the new lease accounting system (Lucernex), and updates on the NAM HRIS/finance system programme, and satisfied itself that the programmes were appropriately resourced, governed and delivered in line with plans. ## Internal Audit - Reviewed and approved the annual schedule of work of the Internal Audit function. - Received reports on the results of Internal Audit's work on a periodic basis and assessed the adequacy of management actions required. - Reviewed and approved updates to the Internal Audit Charter. - Considered and approved any changes required to the annual plan of work. - Received reports on any overdue management actions and requested updates from management where appropriate. - Considered any reports of fraud highlighted by Internal Audit which could relate to a breakdown in controls. - Monitored and reviewed the effectiveness of the work of the Internal Audit function, progress made against the Internal Audit plan and updates on capacity within the function, including any resourcing needs. - Held a closed session with the Group Head of Assurance without members of the Executive team present. ## Internal Controls - Kept under review the adequacy and effectiveness of the Group's internal financial controls and risk management systems. - Oversaw the Group's progress in improving the effectiveness of Internal Controls over Financial Reporting ('ICFR') and IT General Controls. - Considered reports from the External Auditor on progress and the results of the External Auditor's testing of controls as part of the External Auditor's work. - Reviewed and monitored the Group's whistleblowing framework, received updates at each meeting on reported matters, themes and investigations, and recommended the Whistleblowing Policy to the Board. - Reviewed and approved the Group's tax strategy and tax policy. ## Risk Management - Reviewed and approved the Group Risk Management Framework. - Reviewed and oversaw changes to the Group's risk register, including key risks, risk ratings, targets and action plans. - Considered plans and the roadmap for embedding Risk Management both at Group level and within business units. - Reviewed the resourcing model for Risk Management. - Considered appropriate systems and tools to support the development of effective Risk Management processes. - Reviewed progress against the Risk Management Framework and deep dives into the Group's key risks, including on cyber security, business resilience, procurement and technology disaster recovery. - Reviewed progress on compliance with Provision 29. - Reviewed and approved risk appetite statements for each of the Key Risk Areas. - Considered the appropriateness of the identified principal risks and uncertainties. For further information, see pages 46 to 49. - Reviewed the Group's insurance arrangements. ## External Audit - Oversaw the relationship with the External Auditor, including agreeing remuneration, terms of engagement and scope of, and plan for, the annual audit. - Monitored the audit of the Company and Consolidated Financial Statements, ensuring an effective and high-quality audit was conducted. - Recommended to the Board the reappointment of the External Auditor. - Reviewed the External Auditor's management letter and monitored management's responses to audit recommendations. - Assessed the External Auditor's independence and objectivity, and the effectiveness of the external audit process. - Ensured co-ordination with the activities of the Internal Audit function and evaluated the risks to the quality and effectiveness of the financial reporting process in light of the External Auditor's communications with the Committee. - Reviewed and oversaw the application of the Group's formal policy on the provision of non-audit services by the External Auditor, as described further from page 101. ## Governance - Reviewed the Committee's Terms of Reference and forward agenda for FY27. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Audit & Risk Committee Report continued ## Meetings The Committee meets at least three times a year, to coincide with key dates in the financial reporting and audit cycle, and otherwise as the Chair requires. To enable it to carry out its responsibilities, the Committee has an annual rolling agenda, which is maintained by the Company Secretary, and regularly reviewed in conjunction with the Chair of the Committee. This ensures that the agenda for each meeting aligns with both the financial reporting and audit cycle, as well as particular matters arising throughout the year considered appropriate by the Committee. The Company Secretary also maintains a tracker of actions arising from meetings. At the next scheduled Board meeting, the Chair of the Committee reports formally to the Board on the proceedings of the Committee, including how it has discharged its responsibilities. The Committee held seven scheduled meetings during FY26 and the table at the start of this report provides details of each members' attendance at those meetings. At the invitation of the Chair of the Committee, other regular attendees may join some or all of the meetings. In FY26, this included the External Auditor, the Chair of the Board, the Chief Executive Officer, the Chief Financial Officer, the Group Finance Director, the General Counsel & Company Secretary, the Group Head of Assurance, the Group Head of Risk, the Chief Technology & Transformation Officer and the Deputy Company Secretary. During the year, the Committee held regular meetings with the External Auditor and the Group Head of Assurance without the presence of management. ## Committee Evaluation During the course of the year, an internal Board evaluation was conducted by way of a questionnaire. Further detail on this can be found on page 93. The effectiveness of the Committee was assessed as part of this evaluation and was found to be operating effectively. ## Significant Financial Reporting Matters and Judgement The Committee considered the following significant issues during the year. As part of these considerations, the Committee received updates from management and sought assurance from the Internal and External Auditors. The Committee was satisfied with how each of the significant issues discussed were addressed. | Area of Focus | Actions taken | | --- | --- | | Liabilities in Respect of the Genesis (US Group) Put and Call Option The accuracy and valuation of the Genesis put and call gross obligation | The Committee considered management's calculations of the measurement of liabilities in respect of the Genesis put and call option agreement, including the EBITDA forecasts, growth rates and discount rates used in these calculations. The Committee reviewed the disclosures made in Note 1 to the Consolidated Financial Statements in relation to key sources of estimation uncertainty in this regard. The Committee was satisfied that liabilities for potential future payments had been accounted for appropriately and that the disclosures made under IAS 1 'Presentation of Financial Statements' were appropriate. For further information, see Note 25 to the Consolidated Financial Statements. | | Goodwill, Intangibles, and Store Impairments Estimates and judgements in relation to goodwill impairment testing | The Committee reviewed and challenged management's impairment testing of goodwill, intangibles and the Group's portfolio of store cash-generating units. The Committee considered the key assumptions and methodologies for both value-in-use models and fair value measurements to conclude on the appropriateness of the impairment losses recognised. This included challenging projected growth rates, cash flows and discount rates. The Committee also reviewed the impairment disclosures, including sensitivities. For further information, see Notes 13 and 14 to the financial statements. | | Going Concern and Viability The going concern assessment and viability statement | The Committee undertook a detailed review of the financial liquidity of the business over the 12 months from the date of the accounts and the formal viability assessment period of three years, taking into account cash flows, current levels of debt and the availability of future finance. The viability assessment was presented to the Committee in January 2026 and scenarios to be stress-tested through the business's corporate plan were agreed. The outcomes of scenarios, stress-tests and further enquiries were discussed and concluded in April 2026. See Going Concern and Viability Statement on page 51. | | IFRS 16 'Leases' Accounting for the Group's lease arrangements under IFRS 16 | The Group has over 7,000 leases which are accounted for under IFRS 16 'Leases'. Following the implementation of the new lease accounting system (Lucernex) during the year, IFRS 16 outputs now represent the financial reporting book of record for Group consolidation. While business units continue to dual run IAS 17 lease accounting for internal management reporting purposes, the IFRS 16 accounting generated through Lucernex forms the basis of the statutory financial results. Given the volume and complexity of the lease population, the Committee reviewed the implementation and control framework, including validation checks designed to ensure the completeness and accuracy of the IFRS 16 lease data used for financial reporting. | | Alternative Performance Measures The Group uses Alternative Performance Measures ('APMs') and includes additional disclosures, including reconciliations to statutory measures | The Committee considers it important to take account of both the statutory measures and the APMs when reviewing these financial statements. In particular, adjusting items excluded from operating profit and profit before tax were reviewed by the Committee and it is satisfied that the presentation of these items is clear, applied consistently across years and that the level of disclosure is appropriate. During the year, the Committee requested enhanced clarity over the distinction between cash and non-cash adjusting items, to improve transparency and support users' understanding of the Group's underlying performance and cash generation. The Committee is satisfied that the resulting disclosures appropriately reflect this distinction. The total adjusting items charge this year was £223 million (2025: £208 million). Adjusting items are detailed in Note 4 on page 154. The Committee reviewed and considered management's refresh of KPIs, concluding that the revised framework provides improved alignment with internal reporting, remuneration structures and the Group's strategic priorities, and enhances the clarity and relevance of external reporting. The Committee gave particular attention to ensure the Group's APMs are not presented in ways that give them greater prominence than amounts stemming from the financial statements; that specific, tailored explanations for the inclusion of individual APMs are provided; and that APMs are reconciled to the most directly reconcilable line items. See Note 4, Adjusting Items. | | Prior Period Adjustment Judgement in relation to the prior period restatement of gross margin | The Committee considered the prior period classification adjustment relating to the presentation of certain commercial and logistics costs within the income statement. The Committee reviewed management's assessment that a net £91 million reclassification from operating costs to Cost of Sales for the 52-week period ended 1 February 2025 was appropriate to achieve a more accurate presentation of the Group's cost base. The Committee was satisfied that restatement of the FY25 comparative amounts was necessary to maintain transparency and consistency in financial reporting. The adjustment had no impact on profit for the period or the Consolidated Statement of Cash Flows. For further information, see Note 41 to the Consolidated Financial Statements. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 99 # Key Developments During the Year JD Sports Fashion Plc continues to execute its multi-year programme to strengthen governance, risk management and internal controls. During FY26, the Group continued its journey from design and mobilisation into delivery and embedding, with the Audit & Risk Committee overseeing a number of tangible advancements, including: - a further year of experience for the strengthened Group Finance team, which has enhanced the efficiency of the reporting and audit cycle in FY26 and improved consistency of accounting across the Group; - the implementation of new Group consolidation, lease accounting and treasury management systems, with the associated controls and process enhancements forming the financial reporting book of record in FY26 and delivering further benefits in FY27; - reports on the development and strengthening of the internal control environment; - launch of second line assurance over the ICFR framework and review of initial reporting; - the progress of ITGC remediation work; - improvements to the Risk Management Framework and its continued roll-out across the business, including deep dives into focus areas; - continued expansion of the Internal Audit function via recruitment in the UK and US to deliver an appropriately broad Internal Audit programme; and - approving a change in co-source partner for Internal Audit support following a tender exercise. # Assessment of the Effectiveness of the Group's System of Internal Controls and Risk Management ## Risk Management As outlined on page 44, the Group has established a framework for risk management and continues to embed it across our operations. The Board, in conjunction with management, is responsible for determining risk appetite and managing risk mitigation. The Audit & Risk Committee has delegated authority to monitor and evaluate the effectiveness of the internal controls relied on for risk mitigation. ## Provision 29 Readiness The Group continued to make progress on its readiness for Provision 29, which requires the Board to make a declaration on the effectiveness of material controls from FY27. Material controls and corresponding effectiveness criteria were approved by the Committee as part of these preparations. The Committee also reviewed assurance plans to support the measurement of effectiveness, and targeted testing was undertaken during the year to support an informed dry-run disclosure exercise. Learnings from this work will inform arrangements for future declarations. ## Entity-Level Controls ('ELCs') ELCs form the overarching framework for assessing and improving the Group's control environment. They provide the Committee with a consistent structure for evaluating the effectiveness of internal controls, and throughout the year the Audit & Risk Committee received updates on the establishment, maintenance and effectiveness of key features of the framework. The Audit & Risk Committee evaluated the overall effectiveness of the Group's systems in March 2026 and, as part of that assessment, considered the material developments, including improvement activities, across the following areas of the ELC framework: ## Financial Reporting Controls The Group continued to build on FY25 progress by further aligning major business units to the Group Financial Controls Toolkit, extending the scope of monthly control activity confirmations to strengthen first-line monitoring, and using regional ICFR governance meetings to reinforce local ownership. Second-line assurance testing was launched mid-year, marking a significant step forward in our assurance framework. Results in the year confirmed that controls are operating, though work remains to strengthen data completeness checks. Learning from this first year of testing will inform the development of the FY27 assurance programme and support onboarding and training activities. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 100 # Audit & Risk Committee Report continued ## IT General Controls FY26 marked the first year of a two year remediation programme to uplift ITGCs across key areas of the Group's technology landscape. At the Group level, progress was made in identity and access management through deployments of relevant tools, supported by the roll-out of new Group-wide IT policies and the establishment of the Technology Governance Group. Taken together with improvements across fascias, the Committee was satisfied that good progress has been made in this area. FY27 is expected to deliver further improvements in controls through the continued expansion of identify and access management controls, alongside remediation activity in other ITGC domains, including change management and IT disaster recovery. Formal second-line testing will also commence. ITGC therefore remains a core focus area for the Committee in this coming year. ## Business Continuity Planning ('BCP') Business continuity capabilities were strengthened through the appointment of a Group Head of Business Continuity, enabling the development of a targeted business improvement plan and raising awareness of BCP matters amongst key stakeholders. Business Impact Assessments ('BIAs') have been initiated to inform continuity priorities, and plans aligned with technology resilience and third-party management activity to support planning, response and recovery in critical areas. A formalised crisis management structure has been developed, and scenario-based exercises begun. The resilience plan will continue to be delivered through FY27 and progress reported to the Committee. ## Cyber Security Cyber security remains a principal risk, driven by legacy technology, operational complexity and an evolving external threat landscape. NIST maturity targets were set earlier in the year to reflect the Group expectations, and improvement plans launched. Improvement plans were delivered in a controlled manner, with progress monitored through regular governance and oversight from the Group Information Security team. The Committee noted good progress in vulnerability scanning and remediation across critical environments. Monitoring and patching processes were enhanced and endpoint protection expanded, resulting in improved risk visibility and a reduction in security vulnerabilities. The cyber policy framework was refreshed and rolled out, including the coverage of technical and operational security policies. Under the Risk Management Framework, the Group also strengthened visibility and governance over technology through the development and imminent launch of a Technology Risk and Controls Management Framework and a consolidated Group-wide technology risk register. While meaningful progress has been made, further embedding of controls and improvements in recovery and resilience will continue into FY27 to meet the NIST targets. ## Assessment Conclusions The Committee acknowledges the good progress made against the plans outlined last year, particularly in integrating risk and controls, building on financial reporting foundations and advancing ITGC remediation. FY27 initiatives will build on these improvements, broadening the controls environment and continuing to roll out and embed controls across key operational areas of the business. ## The Role of Internal and External Audit ### Internal Audit The Group's Internal Audit function, which provides independent assurance to the Board on the Group's risk management and internal control framework, has regularly provided input into Committee meetings. The Group Head of Assurance has direct access to, and regular meetings with, the Chair of the Committee, and attends all meetings of the Committee. A private meeting of the Committee and the Group Head of Assurance was held during the year to provide an opportunity for feedback without the Executive Directors present. In addition, the Internal Audit function has unrestricted access to all activities, records, property and personnel necessary to complete their work. There are also arrangements in place to enable the function to commission the support of technical experts and other additional support as required. During the year, the Committee monitored progress of the Internal Audit function against the Internal Audit plan and ensured that the function had sufficient resource to carry out its duties effectively. Based on a balanced scorecard of KPI measures, the Committee is satisfied that the Internal Audit function has continued to perform effectively during the year. An External Quality Assessment is planned for FY27. ### External Audit An audit services tender by the Committee is carried out at least every 10 years, as required by law, to safeguard the independence of the External Auditor. Deloitte was appointed as the Group's External Auditor effective 29 January 2023, following a full and competitive tender process, and was reappointed as auditor at the Annual General Meeting in July 2025. The lead audit partner is Jane Boardman, who has been in place since the FY24 audit. The Company has complied with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 During the year, the Committee assessed the quality and effectiveness of the External Auditor. In accordance with the FRC's Audit Committees and the External Audit: Minimum Standard, evidence of the External Auditor's effectiveness was sought from the Committee and key members of management, including the Group CEO, Group CFO, Group Finance Director and Group Head of External Reporting. Those questioned were asked to pay particular regard to: - the External Auditor's understanding of, and insights into, the Group's business; - the External Auditor's approach to key areas of judgement, the extent of challenge and the quality of reporting; - the quality of controls in place to deliver the audit and how the agreed audit plan was delivered; - the External Auditor's independence and objectivity, in particular through its assessment of the length of tenure of the External Auditor and lead audit partner, the value of fees for non-audit work carried out by the External Auditor, and the overarching relationship between the Company and the External Auditor; - the safeguards put in place by the Committee and the External Auditor to avoid any compromise of the independence and objectivity of the External Auditor; - management's feedback on the External Auditor; and - private sessions with the External Auditor without management present. Following an examination of the above factors, the Committee is satisfied that the audit, as carried out by the External Auditor, is effective and demonstrates appropriate, independent and objective professional scepticism and challenge to management's assumptions. ## Non-Audit Fees During the period, the Committee reviewed the Company's policy on engagement of the External Auditor for the provision of non-audit services. It continues to oversee the process for approving non-audit work provided by the External Auditor to safeguard the objectivity and independence of the auditor and comply with the FRC Revised Ethical Standard 2024. Non-audit fees of c.£150,000 were incurred in the period, relating to agreed-upon procedures in Australia, Germany and Spain. This equates to a non-audit to audit fee ratio of 1.3%. We continue to ensure the level of non-audit fees is compliant with the Company's 70% non-audit fee cap rule. The Committee has concluded that the provision of non-audit services has not compromised the External Auditor's independence and objectivity. ## Fair, Balanced and Understandable At the request of the Board, the Committee considered whether, in its opinion, this Annual Report & Accounts could be taken as a whole to be fair, balanced and understandable, and whether it provided the information necessary for shareholders to assess the Company's position, performance, business model and strategy. To perform this assessment, the Committee considered: - early drafts of the Annual Report & Accounts, allowing an opportunity for the Committee to provide feedback on messaging, tone and consistency; - whether accounting policies were appropriate and transparently disclosed; - whether disclosures relating to significant estimates and judgements and other key matters were appropriate; - the findings of Deloitte's independent auditor's review of the FY26 audit, which concluded that the Annual Report & Accounts was fair, balanced and understandable, and confirmed that the significant issues identified by Deloitte were consistent with those considered by the Committee. Upon conclusion of its assessment, the Committee informed the Board that it was satisfied that the contents of the Annual Report & Accounts were fair, balanced and understandable, and provided the information necessary for shareholders to assess the Group's position and performance, business model and strategy. ## Anti-Bribery and Corruption The Board delegates responsibility for reviewing the Group's systems and controls for preventing bribery and corruption to the Committee. The Group is committed to maintaining the highest standards of integrity and transparency within all business dealings. It takes a zero-tolerance approach to bribery and corruption in all forms, amongst its employees, contractors, consultants, agency workers and third parties acting on behalf of the Group. The Group has in place an Anti-Bribery and Corruption Policy that the Committee reviews on an annual basis and is available on our corporate website: www.jdplc.com. The Audit & Risk Committee would like to thank all of the JD team involved in the Group's corporate and financial reporting and the risk and controls teams for their immense effort and leadership this year as we continue to evolve JD for the future. ![img-134.jpeg](img-134.jpeg) Ian Dyson Interim Chair of the Audit & Risk Committee 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # ESG Committee Report ![img-135.jpeg](img-135.jpeg) Darren Shapland Chair of the ESG Committee | Committee member attendance during FY26 | Meetings attended | | --- | --- | | Darren Shapland | ● ● ● ● | | Prama Bhatt | ● ● ● ● | | Theresa Casey | ● ● ● ● | | Régis Schultz | ● ● ● ● | | Angela Luger | ● ● ● ● | | Kath Smith | ● ● ● ● | # I am pleased to present the ESG Committee Report for the year ended 31 January 2026. The Committee continues to make strong progress in supporting the Board and the Group in delivering its ESG strategy. During the year, the Committee reviewed a broad agenda of items to ensure it had appropriate oversight and, where relevant, meaningful input into the various programmes and activities that underpin the strategy. This included receiving performance updates at each meeting on the status of the Group's climate and sustainability metrics to track progress on the delivery of the Group's ESG objectives; regular horizon scanning of emerging ESG-related legislation and regulation to identify potential risks and opportunities; and evaluating how the Group's ESG initiatives were impacting the workforce and external stakeholders. In line with its FY26 focus, the Committee also spent time reviewing the programme of global initiatives designed to advance the Group's Diversity, Equity, Inclusion and Belonging ('DEIB') goals and deliver on its social mobility and community impact commitments. This report provides further detail on these and other activities undertaken during the year. As we move into FY27, the Committee will continue to oversee the embedding of ESG across the Group, ensuring that it remains on track to deliver the ESG strategy and ultimately meet the expectations of our shareholders. # Membership The Committee is made up of a minimum of three members and a majority of Committee members should be Independent Non-Executive Directors. All members of the Committee have relevant expertise in sustainability and ESG matters. # Meetings The Committee held four scheduled meetings during the financial year. Details of members' attendance at these meetings can be found above. At the invitation of the Chair of the Committee, other regular attendees, who can withdraw as necessary, are permitted to attend some or all of the meetings. During FY26, these attendees included the Chief People Officer, Chief Growth Officer, Group Sustainability & Procurement Director and Deputy Company Secretary. # Responsibilities The Committee is responsible for reviewing and overseeing the Group's strategies, goals, policies, procedures, performance and disclosures relating to sustainability and environmental, social and governance matters. It provides oversight of the ESG activities of the Group, monitors performance against the ESG strategic initiatives, and ensures these activities support the delivery of the wider ESG strategy. The Board has delegated ownership for oversight of the ESG strategy to the Committee. The Committee's full Terms of Reference outlining the scope of its roles and responsibilities are reviewed annually and available on our corporate website. The Committee's main responsibilities include: - advising the Board on the Group's strategies, goals and commitments related to sustainability and ESG; - reviewing, updating and overseeing ESG-related policies and procedures, systems and controls for the collection, management and monitoring of sustainability and ESG information; - developing and recommending sustainability and ESG goals, KPIs, metrics, strategies, objectives and commitments to the Board, and monitoring performance against these; - overseeing and advising the Board on key stakeholder engagement relating to sustainability and ESG-related matters; - reviewing and overseeing political, charitable and community investment activities; - recommending appropriate sustainability and ESG-related performance objectives for Executive Directors to the Remuneration Committee; - monitoring the activity of the ESG Management Committee and approving the appointment of any new members to the Committee; - identifying material ESG-related risks, ensuring that these are captured in the Company's risk profile and Risk Management Framework, and advising the Board on the Company's appetite and tolerance on environmental and social risks; - collaborating with other Board Committees to ensure meaningful engagement with ESG issues; - reviewing aspects of internal and external audit reports to understand any implications for sustainability and ESG matters; - reviewing, overseeing and recommending to the Board sustainability and ESG-related statements and disclosures and ensuring their compliance with relevant laws and regulation; and - monitoring the implementation of the Group's Corporate Sustainability Reporting Directive ('CSRD') strategy. # Focus for FY27 The Committee will oversee the continued development of the Group's Global Impact Report and the preparation of enhanced social and sustainability disclosures. ![img-136.jpeg](img-136.jpeg) Darren Shapland Chair of the ESG Committee 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 103 # Key Activities of the Committee During the Year ## Performance Update and Reporting The Committee reviewed and provided oversight of the Group's Scope 1 and 2 greenhouse gas ('GHG') market-based emissions metrics to assess progress against the Group's climate-related targets. It also considered the disclosures relating to Scope 1, Scope 2 and Scope 3 GHG emissions and associated risks. The Committee also received an update on the Group's standing with external ESG rating agencies, covering current ratings, comparative performance against major brands, and proposed activity to strengthen future scores. In addition, the Committee approved the ESG-related content provided within the FY25 Annual Report & Accounts, which included Task Force on Climate-related Financial Disclosures. ## Insight Sessions The Committee received several briefings and deep dive presentations during the year on ESG-related matters. These included: - briefings on the revisions proposed by the European Commission to the CSRD, including the potential risks and impacts arising from these changes, together with regular project updates to track progress against relevant timelines; - an overview of the Group's supply chain operations in the US to support a deeper understanding of key regulatory and legal developments relevant to those operations, along with potential implications of these developments for the Group; and - a briefing on the circular economy, including the use of recycled materials by the Group's brand partners and their associated objectives, as well as potential initiatives the Group could adopt to extend product life and reduce waste. ## Horizon Scanning The Committee recognises the importance of horizon scanning to identify emerging themes and risks within the ESG regulatory landscape. During the year, it received updates on a broad range of ESG-related topics to ensure that it had oversight of upcoming matters that encompassed all aspects of ESG. These included: - the impact of the Australian Sustainability Reporting Standards ('ASRS') within the Group's Australian operations; - the considerations and preparations required ahead of the expected introduction of UK Sustainability Reporting Standards; - considerations arising from the Government consultation to introduce mandatory ethnicity and disability pay gap reporting for UK large employers; and - activity underway to support and increase awareness across the workforce of neuro-divergence – a key DEI focus for FY27 – ensuring that neuro-inclusion is appropriately reflected within current people processes and policies. ## ESG-Related Risk The Committee received a risk dashboard at each meeting which provided a status update on key ESG-related risks and tracked progress against key risk indicators. It also reviewed the Group's ESG materiality matrix to identify issues with the potential to create, maintain or erode economic, environmental and social value for the Group and its stakeholders, either directly or indirectly. ## Community and Colleagues The Committee received updates on the initiatives and activities undertaken to strengthen DEI amongst the workforce and improve engagement and collaboration with community and other stakeholder groups. It received an overview of the DEIB campaigns and corporate social responsibility ('CSR') initiatives scheduled for FY27. It also received updates on the activities of The JD Foundation throughout FY26. Further detail on the Group's colleague and community initiatives can be found within the Stakeholder Engagement section of the Strategic Report from page 76 and within the 2026 Global Impact Report, available to download from our corporate website. ## Committee Governance and Evaluation The Committee agreed its annual agenda to ensure that relevant topics were appropriately scheduled and that the full scope of its responsibilities were addressed during the year. The Committee also conducted its annual review of its Terms of Reference. In addition, the effectiveness of the Committee was assessed as part of the annual Board evaluation, which was conducted internally and by way of a questionnaire. The review concluded that the Committee continued to operate effectively. In considering the outputs of the evaluation, the Committee committed to ensuring it remained fully informed on current and emerging environmental issues and ESG-related matters across the geographical markets in which the Group operates. ## Global Impact Report In order to provide the Group with an opportunity to update its stakeholders more comprehensively on its ESG strategy and progress made to date, the Committee considered and approved the delivery of the Group's first Global Impact Report. This report, which provides more detail on the Group's achievements relating to culture and purpose, community and social impact and environmental matters, supplements the Group's FY26 Annual Report & Accounts and is available to download from our corporate website. ## Modern Slavery Statement The Committee approved updates to the Group's Modern Slavery Statement which is available on our corporate website. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Directors' Remuneration Report ![img-137.jpeg](img-137.jpeg) ## Angela Luger Chair of the Remuneration Committee | Committee member attendance during FY26 | Meetings attended | | --- | --- | | Angela Luger | ● ● ● ● ● ● | | Bert Hoyt | ● ● ● ● ● ● | | Ian Dyson | ● ● ● ● ● ● | | Helen Ashton^{1} | ● ● ● | | Sarah Kuijlaars^{2} | n/a | Where Directors were unable to attend a meeting date, this was due to either unavoidable personal circumstances or work commitments. Directors all received the meeting papers and had an opportunity to feed comments into the Board and Committee Chairs prior to the meetings. 1. Helen Ashton stood down from the Board and relevant Committees on 14 July 2025. 2. Sarah Kuijlaars was appointed to the Committee on 1 February 2026. ## Key Meeting attended ☐ Absent ☑ ## I am pleased to present the Directors' Remuneration Report for the year ended 31 January 2026. The Report is set out in the following sections: | Section | Page | | --- | --- | | Chair's Statement | 104 to 105 | | Executive Directors' Remuneration at a Glance | 106 | | Annual Report on Remuneration – detailing the pay outcomes for FY26 and implementation of the Policy in FY27 | 107 to 116 | | Directors' Remuneration Policy | 117 to 123 | ** Throughout the Directors' Remuneration Report, unless otherwise stated ** indicates an instance of a metric which has been adjusted for use in incentives, in order to provide a better measurement of underlying performance for remuneration purposes. The metrics are based on Alternative Performance Measures (indicated by ** throughout the Annual Report & Accounts), which are defined and reconciled in the Alternative Performance Measures section from page 222. The total Group profit before tax and adjusting items figure used for the calculation of the FY26 bonus outcome has been adjusted from the reported figure. The Remuneration Committee exercised its judgement to make certain adjustments to the reported Group revenue and Group profit before tax and adjusting items figures used in the FY26 bonus calculation. These adjustments were made to ensure that the performance assessed against the bonus targets reflected the underlying performance of management and the business on a comparable basis with the assumptions and expectations prevailing at the time the targets were set at the start of the financial year, including the impact of movements in foreign exchange rates and differences between management and reporting accounting treatments. The Committee was satisfied that, after making these adjustments, the targets remained as stretching as originally intended and that the resulting bonus outcomes fairly reflected the performance delivered by the Executive Directors during the year. ## Directors' Remuneration Policy In 2025, we engaged with shareholders and other key stakeholders to discuss proposed changes to the 2025 Directors' Remuneration Policy (the 'Policy'). We are pleased that the feedback we received was substantially positive, with shareholders supporting the rationale for the Policy and sharing constructive comments during consultation. The Policy was presented to shareholders at the Annual General Meeting ('AGM') in July 2025. Shareholders supported the introduction of a hybrid Long Term Incentive Plan ('LTIP') structure and approved the Policy with a vote of 80.71% in support of the resolution. The Policy continues to support our strategic objectives and, as such, no changes are proposed for FY27. A copy of the Policy and how this will be implemented for the year ending 30 January 2027 can be found on pages 117 to 123. The Policy takes into consideration the global nature of our business and incentivises the execution of our strategy, driving long-term value creation and sustainable long-term returns to shareholders. Metrics in the revised LTIP structure reflect JD's increased proportion of US business, and performance-orientated culture, and encourages delivery of integration across synergies globally while providing stretching financial, strategic and individual targets aligned to the strategy. ## Group Performance Despite the challenging market, the Group increased revenue on a constant currency basis by 11.7%, with organic revenue growth of 2.1%. Profit before tax and adjusting items was in line with our January guidance, at £852 million. The Group delivered a 47.0% gross margin, which is in line with prior period, despite operating in an increasingly promotional market. ## How the Policy was Implemented During the Financial Year Annual Bonus The annual bonus was measured against a mixture of KPIs set out in the 2025 Annual Report. The overall bonus outcome for the CEO and CFO for FY26 was c.57% of maximum. 50% of this amount will be deferred for three years as nil-cost options. Full details on the outcomes for the year are included on page 109. ## FY26 LTIP Grant A grant was made to the Executive Directors under the LTIP during the course of the year. This is the first award made under the current Policy and integrates both a performance-based element (i.e. Performance Share Plan ('PSP')) and time-based element (i.e. Restricted Share Plan ('RSP')). The PSP element is subject to financial and non-financial metrics, while the RSP element is subject to a retrospective discretionary assessment by the Remuneration Committee. Further details of this award are provided on page 110. ## Share Plan Rules In line with the Policy, we are reviewing our share plan rules to ensure continued compliance with legislation, governance standards and alignment with the Company's strategic objectives. Changes to the share plan rules will position us to be fit for purpose, both now and in the future, and be reflective of the Group's expansion into the US. The proposed amendments will be submitted to shareholders for approval at the 2026 AGM. Please refer to the 2026 AGM notice, which is available on our corporate website (www.jdplc.com) for further details. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Wider Workforce Remuneration and Employee Engagement In FY26, the average increase in employee salaries was c.6.5%, with more significant targeted increases awarded to our front-line colleagues. In line with previous years, we also delivered several wider workforce pay initiatives during the period ended 31 January 2026. In total, the Group invested a total of approximately £45 million in employee pay increases. Looking ahead to FY27, we are applying a more targeted approach to pay increases, focusing on different employee groups within our total workforce. The average increase in head office employee salaries was approximately 2.6%, alongside an average increase of approximately 4% for our retail and distribution centre employees, in line with our continued focus on supporting front-line roles. As part of our continued employee engagement initiatives, during our July Global Engagement Forum, I spoke in depth to colleagues on the role of the Committee, our approach to Executive remuneration and the importance of ensuring alignment of pay for performance throughout the business from Board level downwards. The open forum provided insightful discussion and feedback. We took this feedback and provided additional information in relation to packages and pay, career path progression and how appraisals feed into pay. As part of our commitment to provide stakeholders with a transparent and comprehensive view of our non-financial performance, the Group's first Global Impact Report has been published and is available to download from our corporate website: www.jdplc.com. # Shareholder Engagement The Committee consults with its larger shareholders on Executive pay matters, where appropriate. In FY25, we carried out a formal consultation in relation to the Policy. The Committee would like to thank our shareholders for providing constructive feedback. Following implementation, the revised Policy is already in operation, and the first hybrid LTIP awards were made to the CEO and CFO on 10 November 2025. # Approach to Director Pay in FY27 From 1 April 2026, both the CEO and CFO received a salary increase of 2.6% in line with the average increase awarded to the head office wider workforce. The bonus plan will again be operated for FY27 in line with the Policy, with opportunities of up to 200% of salary being available to Executive Directors. The bonus metrics will continue to be Group profit before tax and adjusting items** (50%), Group revenue** (15%), free cash flow* (15%), Group Net Promoter Score ('NPS') (10%) and Group employee engagement (10%). In line with the Policy, 50% of the annual bonus outcome will be deferred into shares with a three year vesting period, which is reduced to 25% once the shareholding requirement has been met, with the remainder settled in cash. In line with FY26, LTIP awards of 300% of salary will be granted during FY27, expected in October 2026. Under the terms of the Policy, this will be split into 50% Restricted Share Plan and 250% Performance Share Plan, with any amount which vests being subject to a two year holding period. The Committee will review the performance measures and targets, ensuring they remain appropriate in light of the business strategy and market practice. Further detail on the measures and targets for the FY27 LTIP award will be disclosed at the time of grant by way of RNS. # Committee Terms of Reference The Committee commissioned a review of its Terms of Reference during the year, with a limited number of minor amendments resulting from this review. The Committee's Terms of Reference can be found on our corporate website: www.jdplc.com. # Committee Evaluation The Committee reviewed the composition and skills of its members as part of its annual evaluation. While the Committee continued to meet the requirements set out in its Terms of Reference, it was recognised that appointing an additional Non-Executive Director would enhance the breadth of experience and further strengthen the robustness of its oversight. Following this assessment, the Committee agreed that Sarah Kuijlaars be appointed as a member with effect from 1 February 2026. The evaluation also confirmed that the Committee is operating effectively. # Annual General Meeting On behalf of the Committee, thank you for reading this report. I look forward to meeting with shareholders at the forthcoming AGM to discuss any queries or comments on this Directors' Remuneration Report or on the Group's remuneration principles more generally. ![img-138.jpeg](img-138.jpeg) Angela Luger Remuneration Committee Chair 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 106 # Directors' Remuneration Report continued ![img-139.jpeg](img-139.jpeg) Executive Directors' Remuneration at a Glance Time Horizon for Remuneration Elements ![img-140.jpeg](img-140.jpeg) Executive Directors' Remuneration Outcome for the Year Implementation for FY27 | Executive Directors | | | --- | --- | | Base salary | 2.6% increase for both the CEO and CFO from 1 April 2026 in line with average increase awarded to the head office wider workforce | | Benefits | Health insurance, life insurance/death in service, travel, car allowance, staff discount and relocation expenses | | Pension | 4% of salary (in line with the wider workforce) | | Annual bonus | 200% of salary 50% of any bonus earned is deferred into shares for three years | | LTIP | 300% of salary (250% under PSP and 50% under RSP) Subject to three year performance period Subject to two year holding period | | Shareholding guidelines | 300% of salary (to be held two years post-employment) | | Chair and Non-Executive Directors | | | Chair and Non-Executive Directors | 2.6% increase in base fees from 1 April 2026 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 107 # Annual Report on Remuneration The sections of this report subject to audit have been highlighted. # Remuneration Committee Roles and Membership The current composition of the Committee and details of the changes to the composition during the financial year are set out on page 104. The Committee met six times on a formal basis during the year under review and details of attendance at the Committee meetings are set out on page 104. ## Key Activities of the Committee During the Year ### Remuneration - Review of Directors' Remuneration Policy - Review of Directors' Remuneration Report - Review of remuneration for Executive Directors and members of Senior Management - Consideration and approval of FY25 bonus outcomes - Consideration and approval of FY26 bonus targets - Discussion on the performance outcome of the LTIP awards ending FY26 - Consideration and approval of FY26 LTIP metrics - Consideration of malus and clawback provisions further details are set out on page 119 ### People and Policy - Discussion on gender pay gap - Discussion in relation to wider workforce pay review - Review of LTIP plan rules ### Governance - Discussion on Directors' Remuneration Report structure and best practice - Review of share dilution - Discussion of shareholder engagement ahead of AGM - Consideration of shareholder feedback and AGM voting outcomes - Review of Remuneration Committee Terms of Reference - Review of Committee effectiveness - Review and approval of 12 month forward agenda The Committee assists the Board in determining the Group's Policy on Executive Directors' remuneration and determines the specific remuneration packages for key Executives, including the Executive Directors. Régis Schultz, the Chief Executive Officer, and Dominic Platt, the Chief Financial Officer, have assisted the Committee when requested with regard to matters concerning key Executives below Board level. Members of Senior Management and the independent adviser to the Committee, are invited to attend meetings where appropriate. The Group General Counsel & Company Secretary is the Secretary to the Committee. Attendees are not involved in any decisions and are not present in any discussions involving their own remuneration. ## External Advisers The members of the Committee can obtain independent and objective advice at the Company's expense where they consider it appropriate and in order to perform their duties. During the year, PwC advised on market practice, corporate governance and regulations, incentive target-setting, recruitment, the Remuneration Policy and other matters that the Committee was considering. PwC is a member of the Remuneration Consultants Group and a signatory to its Code of Conduct, and the Committee is therefore satisfied that the advice PwC provided was objective and independent. PwC has no other connection with the Company or any individual Director that might compromise its independence or objectivity. PwC's total fees for advice on Directors' remuneration to the Committee in FY26 were £145,050 excluding VAT. PwC charged its fees on a time and materials basis. ## Engagement with Shareholders and Shareholder Voting The Committee takes the views of shareholders seriously and these views are taken into account in shaping Remuneration Policy and practice. Shareholder views are considered when evaluating and setting remuneration strategy and the Committee welcomes an open dialogue with its shareholders on all aspects of remuneration. The Directors' Annual Report on Remuneration and Remuneration Policy that applied during the financial year were subject to a shareholder vote at the AGM held on 2 July 2025. The results of the votes were as follows: | | For | Against | Withheld | | --- | --- | --- | --- | | Approval of Remuneration Report | 4,371,502,353 (98.12%) | 83,954,905 (1.88%) | 11,026,091 | | Approval of Remuneration Policy | 3,596,082,279 (80.71%) | 859,395,649 (19.29%) | 11,005,421 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 108 # Directors' Remuneration Report continued Single Figure Table - Executive Directors (Audited) | (£'000) | | Salary and fees | Benefits^{1} | Pension^{2} | Annual bonus^{3} | LTIP^{4} | Total | Total fixed pay | Total variable pay | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Régis Schultz | 2025/26 | 1,098 | 109 | 44 | 1,250 | — | 2,500 | 1,250 | 1,250 | | | 2024/25 | 1,068 | 105 | 42 | 824 | — | 2,039 | 1,215 | 824 | | Dominic Platt | 2025/26 | 608 | 66 | 24 | 703 | — | 1,401 | 698 | 703 | | | 2024/25 | 550 | 65 | 22 | 423 | — | 1,060 | 637 | 423 | *Figures are rounded to the nearest £000; totals may not sum due to rounding 1. Benefits include allowances, and private medical and health insurance. The amounts for Régis Schultz and Dominic Platt include a disturbance allowance of £60,000 and £50,000 per annum. 2. Régis Schultz and Dominic Platt received the same percentage pension contribution amount in FY26, which is in line with the Policy at 4% of salary. 3. The FY26 annual bonus payments in respect of the 52 weeks ended 31 January 2026 were determined by the Remuneration Committee for Executive Directors based on the Company's performance during the financial period. 4. Both Executive Directors are entitled to an LTIP award in line with the Policy. The Executive Directors were granted an LTIP award in respect of FY24 that was subject to the achievement of an earnings per share ('EPS') performance condition with an ESG underpin that was measured at the end of a three year performance period to 31 January 2026. The performance condition was not met, therefore this award lapsed. Further detail is set out on page 110. Single Figure Table - Non-Executive Directors (Audited) | (£'000) | | Salary and fees^{1} | Benefits^{2} | Total | | --- | --- | --- | --- | --- | | Andrew Higginson | 2025/26 | 491 | 11 | 502 | | | 2024/25 | 480 | — | 480 | | Kath Smith | 2025/26 | 128 | 1 | 129 | | | 2024/25 | 123 | — | 123 | | Prama Bhatt^{2} | 2025/26 | 140 | — | 140 | | | 2024/25 | 50 | — | 50 | | Andrew Long^{3} | 2025/26 | 86 | — | 86 | | | 2024/25 | 76 | — | 76 | | Angela Luger | 2025/26 | 113 | — | 113 | | | 2024/25 | 103 | — | 103 | | Bert Hoyt^{4} | 2025/26 | 100 | — | 100 | | | 2024/25 | 96 | — | 96 | | Darren Shapland | 2025/26 | 113 | 3 | 116 | | | 2024/25 | 95 | — | 95 | | Ian Dyson | 2025/26 | 107 | 3 | 110 | | | 2024/25 | 91 | — | 91 | | Helen Ashton^{5} | 2025/26 | 75 | 1 | 76 | | | 2024/25 | 108 | — | 108 | | Sarah Kuijlaars^{6} | 2025/26 | 21 | — | 21 | | | 2024/25 | — | — | — | # Notes 1. The Non-Executive Directors are not entitled to participate in any incentive schemes and thus receive no variable pay. 2. Prama Bhatt was appointed to the Board on 23 September 2024. Prama receives additional fees for her duties as a Director for Genesis Holdings, Inc and Genesis Topco Inc. 3. Andrew Long received an additional £2,500 in respect of FY26 in error, with the overpayment being recovered in FY27. 4. Bert Hoyt received an additional £7,500 in respect of FY26 in error, with the overpayment being recovered in FY27. 5. Helen Ashton stepped down from the Board and her role as Non-Executive Director and Chair of the Audit & Risk Committee on 14 July 2025. 6. Sarah Kuijlaars was appointed to the Board on 10 November 2025. 7. Value shown relates to reimbursement of reasonable travelling and other expenses (including any relevant tax) incurred in carrying out their duties. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Salary and Pension for FY26 (Audited) The Executive Directors' salaries were reviewed during the year, taking into account wider workforce increases and the position against the external market. The Committee determined that Régis Schultz would receive a salary increase of c.3% to £1,103,130, which was below that of the wider workforce, who were awarded an average increase of c.6.5%. As set out in the 2025 Annual Report & Accounts, the Committee also determined that Dominic Platt would receive a salary increase of c.13% to £620,000. This increase reflected his performance and development in role since his appointment in October 2023, particularly in respect of transforming the JD Finance function and strengthening governance and controls. This increase also recognised the lack of salary increase for him in the prior year and his below market positioning as a FTSE 100 CFO. As per the Policy, the Executive Directors are entitled to a pension contribution of up to 4% of salary, aligned with the wider workforce. # Determination of FY26 Bonus (Audited) Régis Schultz and Dominic Platt had the opportunity to earn a bonus of up to 200% of salary. The Committee established threshold and maximum performance levels considering internal budgets and analysts' consensus forecasts. During the year, the Remuneration Committee identified that the original free cash flow ('FCF') maximum target of £470 million had been set by reference to a budget figure which included a double count of a specific cash flow item. To correct this error and ensure the target accurately reflected the underlying budget, the Committee reduced the maximum FCF* target from £470 million to £430 million. This amendment was made solely to rectify the budgeting error and did not alter the level of stretch inherent in the target. The approach taken to assessing financial performance against these measures was based on a straight-line payout between 25% for threshold performance, 50% for target performance and 100% achievement for maximum performance. *During the period, the Group has updated the terminology of its cash flow metric from net cash flow before dividends, financing, acquisitions and disposals, to free cash flow. FCF is used within the Group's remuneration framework, including for Executive Directors and participants in the LTIP, where performance is assessed on a cumulative basis over the relevant performance period. The targets and outcomes for the year were as follows: | Performance metric | Weighting | Threshold (25% payout) | Target (50% payout) | Maximum (100% payout) | Outcome for bonus assessment^{1} | Outcome % of max | Achievement (% of max bonus earned) | | --- | --- | --- | --- | --- | --- | --- | --- | | Group profit before tax and adjusting items^{+1,3} | 50% | 860m | 890m | 920m | 870m | 33.33% | 16.7% | | Group revenue^{++2,3} | 15% | 12,562m | 12,816m | 12,900m | 12,647m | 33.37% | 5.0% | | Free cash flow^{4} | 15% | 339m | 395m | 430m | 458m | 100% | 15.0% | | Group employee engagement^{5} | 10% | 68% | 70% | 72% | 72% | 100% | 10.0% | | Group NPS^{6} | 10% | 42 | 48 | 53 | 56 | 100% | 10.0% | | Overall achievement | 100% | | | | | | 56.7% | 1. This is aligned with the profit before tax and adjusting items* KPI on page 32. Adjustments are then made to align the business outcome with how the targets were calculated and are converted to constant currency, to ensure a fair comparison against the targets set at the start of the year. 2. This is aligned with the revenue KPI* on page 32. Adjustments are then made to align the business outcome with how the targets were calculated and are converted to constant currency, to ensure a fair comparison against the targets set at the start of the year. 3. The Remuneration Committee exercised its judgement to make certain adjustments to the reported Group revenue and Group profit before tax and adjusting items figures used in the FY26 bonus calculation. These adjustments were made to ensure that the performance assessed against the bonus targets reflected the underlying performance of management and the business on a comparable basis, with the assumptions and expectations prevailing at the time the targets were set at the start of the financial year, including the impact of movements in foreign exchange rates and differences between management and reporting accounting treatments. The Committee was satisfied that, after making these adjustments, the targets remained as stretching as originally intended and that the resulting bonus outcomes fairly reflected the performance delivered by the Executive Directors during the year. 4. The Group has updated its cash flow KPI from operating cash flow net of lease repayments to FCF, reflecting a more widely used measure of cash generation. This change better aligns the KPI with how performance is assessed internally and supports comparability with peers across the FTSE. FCF is also used within the Group's remuneration framework, including for Executive Directors and participants in the LTIP, where performance is assessed on a cumulative basis over the relevant performance period. 5. Group employee engagement is the output of a survey that measures how engaged our employees feel and their perceptions of the Company. 6. Net Promoter Score is used to measure customer loyalty and satisfaction. In relation to the Group employee engagement condition: The Group employee engagement score is based on the results of the annual Global Engagement Survey, which is run independently by a third party Expert Training Systems ('ETS'). Over 82,000 JD colleagues responded to the survey. The resulting score of 72% led to a maximum payout under this measure. In relation to the NPS condition: NPS is a customer satisfaction and loyalty measurement that businesses use to gauge how they are performing and helps businesses improve on service, customer support and delivery. The Committee set targets following a review of NPS for companies comparable to JD. For FY26, the assessment was performed in partnership with Qualtrics XM and JD achieved an NPS of 56. This is significantly above the maximum target set by the Committee for the FY26 bonus. Taking into account the performance, the annual bonus achievement was as set out below: | Executive Director | Achievement (% of maximum) | 2025/26 annual bonus earned | Amount delivered in cash (50%) | Amount delivered in shares (50%) | | --- | --- | --- | --- | --- | | Régis Schultz | 56.7 % | £1,250,323 | £625,162 | £625,162 | | Dominic Platt | 56.7 % | £702,728 | £351,364 | £351,364 | As per the Policy, 50% of the bonus will be deferred into shares for a three year period, subject to continued service. Where an Executive Director has met their shareholding requirement, the portion of any bonus earned that is deferred into shares for three years is reduced to 25%. The Committee is satisfied that the annual bonus earned by the Executive Directors is a fair reflection of corporate and individual performance during the year. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 110 # Directors' Remuneration Report continued ## LTIP Awards with Performance Period Ending 2025/26 (Audited) The Executive Directors received an LTIP award in respect of 2023/24 which was subject to the achievement of an EPS performance condition with an ESG underpin that was measured at the end of a three year performance period commencing on 29 January 2023. | Performance condition | Threshold (25% maximum) | Target (50% of maximum) | Maximum (100% of maximum) | FY26 adjusted EPS (outcome) | | --- | --- | --- | --- | --- | | FY26 adjusted EPS | 5% p.a. growth (15.50p) | 7.5% p.a. growth (16.63p) | 10% p.a. growth (17.82p) | 11.71p | The LTIP award was subject to an ESG underpin such that the vested award would reduce by up to 20% on a 'hit or miss' basis for each of two metrics if ESG performance of the Group was deemed not to be satisfactory over the relevant performance period based on an assessment by the Committee of the following conditions: - 10% based on achievement of an employee engagement score in the final year of the performance period (based on results expected to released in December 2025) at least equal to the retail engagement benchmark of 73% as provided by ETS or other similar external underpin measure as determined by the Committee. - 10% based on achievement of a Climate Change rating of at least 'B' by Carbon Disclosure Project ('CDP') in the final financial year of the performance period. Based on the Group's results, the performance conditions have not been met and, as such, the award has lapsed. ## LTIP Awards Awarded During the Year (Audited) ## LTIP Awards in Respect of FY26 The Committee granted an LTIP award to the Executive Directors on 10 November 2025 which is due to vest on 10 November 2028. The award integrated both performance-based elements ('PSP') and time-based elements ('RSP') as follows: | Executive Director | Type of award | Award as % of salary | Face value of awards | Number of shares awarded^{1} | Vesting for threshold performance | Performance period | | --- | --- | --- | --- | --- | --- | --- | | Régis Schultz | Nil-cost option - PSP | 250% | £2,757,824 | 3,265,243 | 25% | 3 financial years commencing on 2 February 2025 | | | Nil-cost option - RSP | 50% | £551,565 | 653,049 | 100% | 3 financial years commencing on 2 February 2025 | | Dominic Platt | Nil-cost option - PSP | 250% | £1,549,999 | 1,835,187 | 25% | 3 financial years commencing on 2 February 2025 | | | Nil-cost option - RSP | 50% | £310,000 | 367,038 | 100% | 3 financial years commencing on 2 February 2025 | 1 Based on the share price of £0.8446 on 7 November 2025. The PSP award is subject to the following performance conditions: | Performance condition | Percentage of PSP | Threshold (25% of maximum) | Maximum (100% of maximum) | | --- | --- | --- | --- | | FY28 adjusted basic EPS**^{1} | 50% | 12.90p | 15.00p | | FY26-FY28 cumulative free cash flow | 30% | £1.4bn | £1.75bn | | Strategic measures^{2} | 20% | Delivery of European Supply Chain Benefits - measured as cost savings and cost avoidance associated with Heerlen. Delivery of US synergies. | | 1 Adjusted EPS is calculated using 'profit before tax and adjusting items' as reported from FY26 onwards. This amount will then be tax adjusted for an effective tax rate, and exclude profit after tax and adjusting items attributable to non-controlling interests to determine adjusted profit after tax and adjusting items attributable to equity shareholders. This is then divided by average shares in issuance for FY28. 2 Targets are commercially sensitive and will be disclosed at the end of the performance period. The RSP award is subject to an underpin which will take the form of a retrospective discretionary assessment by the Remuneration Committee of factors such as profit performance relative to market expectations and shareholder returns over the vesting period. As per the Policy, the award is subject to a two year post-vesting holding period. Malus and clawback periods apply to annual bonus and LTIP awards in line with the Policy. The periods which apply are considered appropriate in light of the risk profile of the Group and market practice. Neither malus nor clawback was applied during the year. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Annual Bonus in Respect of FY25 In line with the Policy, the Executive Directors' FY25 annual bonus was delivered as 50% cash and 50% over a nil-cost option which vests three years from grant subject to continued service. On that basis, the Committee granted a Deferred Bonus Award to Executive Directors on 10 June 2025 that is due to vest on 10 June 2028 as follows: | Executive Director | Type of award | Face value | Number of shares awarded^{1} | Exercise price | Vesting date | | --- | --- | --- | --- | --- | --- | | Régis Schultz | Nil-cost option | £412,134 | 532,335 | £Nil | 10/6/2028 | | Dominic Platt | Nil-cost option | £211,568 | 273,273 | £Nil | 10/6/2028 | 1 The number of shares under the award is based on a share price of £0.7742, which is the average share price from the end of the financial year to 8 April 2025. # Payments Made to Past Directors During The Year No payments have been made to past Directors in the year. # Directors' Shareholding and Share Interests (Audited) Share ownership plays a key role in aligning Executive Directors' interests with the interests of shareholders over the long term. The Policy requires the Executive Directors to build up and maintain a significant shareholding of 300% of salary. This was increased from 200% of salary following the adoption of the Policy at the FY25 AGM. On cessation of employment, Executive Directors are required to continue to hold the lower of their shareholding requirement or their shareholding at the date of leaving for a period of two years following cessation of employment. # Directors' Share Ownership Guidelines (Audited) This table sets out the Executive Directors' shareholding requirements and actual share ownership levels. | Director | Shareholding requirement (% of salary)^{2} | Shareholding (% of salary)^{2} | Shareholding requirement met? | | --- | --- | --- | --- | | Régis Schultz | 300 % | 119 % | No | | Dominic Platt | 300 % | 39 % | No | 1 Executive Directors are expected to retain at least half of all LTIP and deferred bonus awards on vesting if the shareholding requirement of 300% of salary is not met. For these purposes, holdings of ordinary shares will be treated as including beneficially owned shares, and unvested deferred annual bonus awards and vested but unexercised awards on a net of tax basis. 2 Shareholding as a percentage of salary has been calculated based on the closing share price on 30 January 2026 of £0.8178. # Directors' Share Interests (Audited) The interests of the Directors who served during the year and persons closely associated with them are shown below: | Director^{1} | Ordinary shares | Unvested and subject to performance conditions | Unvested and not subject to performance conditions^{1} | Vested but unexercised | Total interests at 31 January 2026 | | --- | --- | --- | --- | --- | --- | | Executive Directors | | | | | | | Régis Schultz | 1,224,865 | 5,542,240 | 707,616 | - | 7,474,721 | | Dominic Platt | 141,693 | 3,035,874 | 291,985 | - | 3,469,552 | | Non-Executive Directors | | | | | | | Andrew Higginson^{3} | 608,321 | - | - | - | 608,321 | | Helen Ashton^{4} | - | - | - | - | - | | Prama Bhatt^{5} | - | - | - | - | - | | Ian Dyson^{6} | 40,000 | - | - | - | 40,000 | | Bert Hoyt | - | - | - | - | - | | Andy Long | 94,337 | - | - | - | 94,337 | | Angela Luger | - | - | - | - | - | | Sarah Kuijlaars | - | - | - | - | - | | Darren Shapland^{7} | 40,000 | - | - | - | 40,000 | | Kath Smith | - | - | - | - | - | # Notes 1 No options were exercised by the Directors during the year to 31 January 2026. 2 Refers to any awards granted under the deferred annual bonus scheme. 3 45,487 ordinary shares are held by Andrew Higginson's spouse. 4 Figures for Helen Ashton are as at the date at which she stepped down from the Board. 5 Since the period ending 31 January 2026, Prama Bhatt has purchased 30,000 shares in the Company. There have been no other movements in share interests between the year end and date and the date of publication of this report. 6 All shares listed for Ian Dyson are held by Ian Dyson's spouse. 7 All shares listed for Darren Shapland are held by Darren Shapland's spouse. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Directors' Remuneration Report continued ## Total Shareholder Return The following graph shows the Total Shareholder Return ('TSR') of the Group in comparison with the FTSE All Share General Retailers Index over the past 10 years. The Committee considers the FTSE All Share General Retailers Index a relevant index for TSR comparison disclosure required under the regulations as the index represents the broad range of UK quoted retailers. TSR is calculated for each financial year end relative to the base date of 31 January 2016 by taking the percentage change of the market price over the relevant period, reinvesting any dividends at the ex-dividend date. ![img-141.jpeg](img-141.jpeg) ## History of CEO's Remuneration The total remuneration figures for the individual carrying out the role of CEO during each of the last 10 financial years are shown in the table below. The total remuneration figure includes the annual bonus based on that year's performance and the LTIP award based on three year performance periods ending in the relevant financial year. The annual bonus payout and LTIP vesting level as a percentage of the maximum opportunity are also shown for each of these years. | | Peter Cowgill | | | | | | | Kath Smith | Bégis Schultz | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Remuneration of CEO | Jan 2017 | Jan 2018 | Jan 2019 | Jan 2020 | Jan 2021 | Jan 2022 | Jan 2023 | Jan 2023 | Jan 2024 | Jan 2025 | Jan 2026 | | | Total remuneration (£m) | 2.8 | 2.3 | 2.6 | 5.6 | 5.0 | 2.4 | 0.7 | 0.4 | 2.9 | 1.6 | 2.0 | 2.5 | | Annual bonus (% of maximum) | 100% | 100% | 100% | 100% | 75% | 90% | 72% | n/a | n/a | 19% | 38% | 56.7% | | LTIP vesting (% of maximum)1 | 100% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 0% | 0% | Notes 1 The amount included for Kath Smith is the amount paid in respect of the period she served as interim CEO. 2 LTIP vesting is n/a for certain years where individuals were not awarded any LTIP awards that vested based on performance in the relevant year. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 113 # Wider Workforce Considerations and our Approach to Fairness We recognise the importance of our people in delivering improvements for our customers, the environment, and wider stakeholders, and as such we seek to create an inclusive working environment. We believe in fair reward for all our employees, regardless of where they live in the world or which part of the business they work in. This is reflected in our approach and purpose, which is to attract, motivate and retain high-performing employees by offering a balanced and competitive total rewards package aligned with organisational goals, culture and values. ## Our employees benefit from: | Competitive market pay | The Group continues to pay at rates which are supported by the wider market and, in combination with no 'sharp' scheduling or zero-hour contracts, provides our colleagues with financial stability. | | --- | --- | | Flexible benefits | The removal of age banding has continued to enhance colleague retention and engagement by having an equitable pay rate for colleagues of all ages within retail. JD has also expanded access to a wide range of wellbeing, lifestyle and financial benefits including staff discount, JD Gyms membership, private medical healthcare, Electric Vehicle Salary Sacrifice Scheme, Global Employee Assistance Programme, free mortgage advisory service and health and dental plans. We have strengthened our family-friendly offering through enhanced maternity and paternity pay. These investments support the long-term resilience of our workforce and have contributed to increased engagement, improved retention and a reduction in annual retail attrition. For further details, please see the 2026 Global Impact Report, available on our corporate website: www.jdplc.com. | | An opportunity to save for the future | We continue to promote long-term financial security for our colleagues through our pension provision. The structure reflects our commitment to responsible financial governance and supports colleagues in building sustainable financial wellbeing for the future. | | Developing colleague capability | In FY26, our development strategy focused on driving retail performance by strengthening capabilities and prompting our internal development programmes. This approach continues to evolve across the Group and is designed to support diverse learning styles and leadership alignment globally. We invest in the next generation of talent to strengthen our pipeline of future leaders by offering clear progression opportunities and enabling internal mobility to support credible succession planning. | | Diversity and inclusion | Over the past two years, our inclusion approach has evolved through a combination of knowledge-building, data analysis, collaboration and cultural initiatives. We strengthened our Diversity, Equity, Inclusion & Belonging efforts by introducing a Power BI analytics dashboard, enabling deeper insights into inclusion sentiment, perceptions of career progression, and social mobility across the Group. This approach has had a positive impact on our colleagues, as reflected in our engagement survey results. For further details, please see the 2026 Global Impact Report available on our corporate website: www.jdplc.com. | | Investing in the community | Investing in our communities is also fundamental to our Social agenda. We support initiatives that create opportunities for young people, promote social mobility and strengthen local communities through partnerships with charities, youth organisations, schools and investment in wellbeing programmes. These activities aim to deliver meaningful, long-term impact and help develop future talent both within and beyond JD. | # Engagement with the Wider Workforce As part of her role as Designated Workforce Engagement Non-Executive Director, Kath Smith engaged with the wider workforce on various topics during the year. Kath leads the colleague engagement forums and discussed a variety of topics with the wider workforce throughout the year. This included discussions on culture and values, the launch of the new colleague engagement app, the results of the engagement survey, and global alignment. Kath took part in a roundtable for International Women's Day, which included a discussion around fostering an inclusive environment and accelerating action in this area. As part of our commitment to enhance engagement and retention, we increased under-21 salaries by removing age banding and offer benefits from the first day of employment, including colleague discounts, JD Gyms membership, Employee Assistance Programme and a cash health plan. Enhanced maternity and paternity pay, along with our collective investment, significantly reduced our annual retail attrition. To help ensure stability amongst our colleagues, JD does not utilise zero-hour contracts or 'sharp' scheduling practices, for example cancelling shifts on very short notice. Our retail colleagues receive shift notifications two weeks in advance, with even greater visibility in our distribution centres, which provide static shift patterns for 12 months. Our 2026 Global Impact Report provides further detail on colleague engagement and the progress made to date in strengthening this across the Group. As a new initiative, the report showcases the breadth of activity underway to enhance engagement and retention, while also highlighting how we support and give back to the communities we serve. It provides greater transparency on our approach, the actions we are taking, and the positive impact we are delivering for both our colleagues and wider society. For further details, please see the 2026 Global Impact Report, available to download on our corporate website: www.jdplc.com. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Directors' Remuneration Report continued ## Percentage Change in Remuneration of Directors Compared with Employees The table below shows the percentage change in the Executive and Non-Executive Directors' salary, benefits and annual bonus between financial years. This has been compared with the respective percentage changes for JD Sports Fashion Plc employees in line with the requirements of the regulations. As an additional voluntary disclosure, the percentage changes for the UK head office employees in the JD and Size? businesses have been provided. The UK head office-based employees are deemed by the Board to be the most appropriate comparator group as they are remunerated in the most comparable way within the Group. | | Salary/fees | | | | | Benefits | | | | | Bonus | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2021 to 2022 | 2022 to 2023 | 2023 to 2024 | 2024 to 2025 | 2025 to 2026 | 2021 to 2022 | 2022 to 2023 | 2023 to 2024 | 2024 to 2025 | 2025 to 2026 | 2021 to 2022 | 2022 to 2023 | 2023 to 2024 | 2024 to 2025 | 2025 to 2026 | | Executive Directors | | | | | | | | | | | | | | | | | Régis Schultz | n/a | n/a | +156.2% | +2.67% | +2.79% | n/a | n/a | -66.5% | -3.87% | +3.46% | n/a | n/a | n/a | +108.61% | +51.74% | | Dominic Platt | n/a | n/a | n/a | +205.56% | +10.61% | n/a | n/a | n/a | +210.31% | +1.00% | n/a | n/a | n/a | +907.14% | +66.13% | | Non-Executive Directors | | | | | | | | | | | | | | | | | Andrew Higginson | n/a | n/a | +79.1% | n/a | +2.19% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Andy Long | n/a | n/a | +317.6% | +10.09% | +13.49% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Bert Hoyt | n/a | +196.0% | +27.0% | +1.77% | +4.17% | n/a | n/a | n/a | -100% | n/a | n/a | n/a | n/a | n/a | n/a | | Helen Ashton | n/a | +1570.6% | -62.7% | +2.04% | -30.56% | n/a | n/a | n/a | -100% | n/a | n/a | n/a | n/a | n/a | n/a | | Kath Smith | +28.9% | +917.2% | -80.3% | +6.18% | +3.66% | n/a | n/a | n/a | -100% | n/a | n/a | n/a | n/a | n/a | n/a | | Angela Luger | n/a | n/a | n/a | +74.86% | +9.22% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Darren Shapland | n/a | n/a | n/a | +67.88% | +18.42% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Ian Dyson | n/a | n/a | n/a | +17.75% | +17.50% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Prama Bhatt | n/a | n/a | n/a | n/a | +180.0% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Sarah Kuijlaars | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Wider workforce | | | | | | | | | | | | | | | | | Average employee - JD Sports Fashion Plc employees | +40.5% | +4.5% | +10.3% | +6% | +7.4% | -1.6% | -2.1% | -5.0% | -12.71% | -9.51% | -40.6% | +25.7% | -49.3% | -13% | +18% | | Average employee - UK head office-based | +14.7% | +2.0% | +9.1% | +8.29% | +8.92% | -3.9% | -3.9% | +5.0% | -3.28% | -13.18% | -37.2% | +37.6% | +18.8% | -6.70% | -32.82% | Notes 1 Some figures for prior periods have been restated, in the case of Directors in line with remuneration reported in the Single Figure Tables. 2 As Prama Bhatt joined during FY25, we have calculated the percentage change using the annual fees assuming she had been appointed for the whole year. 3 Figures for the change from 2020 to 2022 are not available for all employees of JD Sports Fashion Plc due to lack of data availability for this period (this data is available for UK head office-based employees). 4 Disclosures have been made for Directors who were remunerated during FY26. Previous Directors remunerated in prior years have not been included in the above disclosure. ## Ratio Information in Relation to the Total Remuneration of the Chief Executive Officer The table below compares the total remuneration of the individuals carrying out the role of Chief Executive Officer with the remuneration of the 25th, 50th and 75th percentile of our UK employees. | Year | Methodology | 25th percentile pay ratio | 50th percentile pay ratio | 75th percentile pay ratio | | --- | --- | --- | --- | --- | | 2025/26 | Option B | 70:1 | 63:1 | 51:1 | | 2024/25 | Option B | 127:1 | 93:1 | 87:1 | | 2023/24 | Option B | 88:1 | 70:1 | 49:1 | | 2022/23 | Option B | 360:1 | 160:1 | 141:1 | | 2021/22 | Option B | 351:1 | 191:1 | 110:1 | | 2020/21 | Option B | 251:1 | 183:1 | 140:1 | | 2019/20 | Option B | 348:1 | 310:1 | 304:1 | Under Option B of The Companies (Miscellaneous Reporting) Regulations 2018, the latest available gender pay gap data (i.e. from 6 April 2025) was used to identify the best equivalent for three Group UK employees whose hourly rates of pay are at the 25th, 50th and 75th percentiles for the Group. The Committee is comfortable that this approach provides a fair representation of the Chief Executive to employee pay ratios and is appropriate in comparison with alternative methods, balancing the need for statistical accuracy with internal operational resource constraints. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 A full-time equivalent total pay and benefits figure was then calculated for each of these employees, consistent with the methodology used to calculate the CEO's remuneration. This was also sense checked against a sample of employees with hourly pay rates either side of the identified individuals to ensure that the appropriate representative employee was selected. The pay ratios outlined above were then calculated as the ratio of the CEO's single figure to the total pay and benefits of each of these employees. The table below sets out the salary and total pay and benefits for the three quartile point employees: | | 25th percentile | | 50th percentile | | 75th percentile | | | --- | --- | --- | --- | --- | --- | --- | | | Salary | Total pay and benefits | Salary | Total pay and benefits | Salary | Total pay and benefits | | 2025/26 | £23,238 | £23,767 | £25,669 | £26,274 | £31,206 | £32,463 | The Committee considers that the 50th percentile pay ratio is consistent with the relative roles and responsibilities of the Chief Executive and the identified employee. The CEO's remuneration package is more highly weighted towards variable pay including the annual bonus and LTIP than that of the workforce due to the nature and demands of the role. This also means that the ratio is likely to fluctuate depending on the outcomes of incentive plans in each year, as illustrated by the ratios to date. Due to the mixture of colleagues within the Group, there has been a movement in the upper quartile total pay and benefits. The figures are broadly aligned with those presented in 2023/24 following the increase in the ratio in 2024/25. The Group expects the ratio and the associated total pay and benefits figures to continue to fluctuate in future years due to the fact that a large proportion of colleagues are paid broadly similarly. The Committee also recognises that, due to the nature of the Company's business and the ways in which it employs its staff, the flexibility permitted within the regulations for identifying and calculating the total pay and benefits for employees, as well as differences in employment and remuneration models between companies, the ratios reported above may not be comparable to those reported by other companies. ## Relative Importance of Spend on Pay The following table sets out the amounts paid in share buybacks and dividends, and total remuneration paid to all employees: | Payouts | FY26 (£/h) | FY25 (£m) | Change (%) | | --- | --- | --- | --- | | Dividends | 52 | 48 | 9 % | | Share buybacks | 201 | - | 100% | | Total employee remuneration1 | 1,954 | 1,745 | 12 % | Note 1 Total employee remuneration includes wages and salaries, social security costs, pension costs and other employed staff costs. ## Implementation of Policy for FY27 The following section provides details of how the Policy will be implemented in FY27. | Key feature | Implementation in FY27 | | --- | --- | | Base salary | | | - Normally reviewed annually. | - The CEO's salary has been increased by 2.6% to £1,131,811 effective from 1 April 2026. | | - The Committee considers a range of factors when determining salaries, including pay increases throughout the Group, responsibilities of the role, individual performance and market data. | - The CEO's salary has been increased by 2.6% to £636,120 effective from 1 April 2026. | | Pensions | | | - Pension contributions are paid only in respect of base salary. | - The CEO and CFO maximum pension contribution is up to 4% (in line with the wider workforce). | | - The Executive Directors' pension is set in line with the pension level received by the majority of the employee population. | | | Annual bonus | | | - Maximum opportunity of 200% of salary for the CEO and the CFO. | - For FY27, the maximum bonus opportunity for the CEO and CFO is 200% of salary. | | - No more than one third of the annual bonus is linked to non-financial measures. The Committee considers various non-financial performance measures such as strategic measures. | - The performance measures for the FY27 annual bonus are as follows: - Group profit before tax and adjusting items** (50%) - Group revenue** (15%) - Free cash flow* (15%) - Group engagement (10%) - Group NPS (10%). - The performance targets have been set following the usual process, considering internal and consensus forecasts and the key strategic priorities for the Group in FY27. | | - Malus and clawback provisions apply. | - The performance targets are considered commercially sensitive and will therefore be disclosed in next year's report. | | | - The Committee has discretion to amend the formulaic outcome under the annual bonus to ensure that outcomes are reflective of business performance. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 116 # Directors' Remuneration Report continued | Key feature | Implementation in FY27 | | --- | --- | | **Deferred annual bonus** | | | - 50% of the annual bonus is deferred into shares until such time that the Executive Directors have satisfied their shareholding requirement. | - No further performance conditions apply. | | - Typically vesting after three years, normally subject to continued employment. | | | - Malus and clawback provisions apply. | | | **Long-Term Incentive Plan** | | | - The LTIP integrates both performance-based elements ('PSP') and time-based components ('RSP'). | - LTIP awards of 300% of salary will also be granted during FY27, expected to be in October 2026. Under the terms of the Policy, this will be split into 50% RSP (subject to an underpin) and 250% PSP. The Committee will review the performance measures and targets, ensuring they remain appropriate in light of the business strategy and market practice. | | - The overall quantum is 250% of salary allocation under the PSP, with an additional 50% of salary through the RSP for current Executive Directors. | | | - RSP awards are subject to continued employment only, with a vesting period of three years and two year post-vesting holding period. | | | - RSP awards will vest subject to a retrospective discretionary assessment by the Remuneration Committee. The Remuneration Committee's assessment will consider, but is not limited to, profit performance relative to market expectations and shareholder returns over the period. | - Additional details around the specific metrics and targets will be disclosed at the time of grant, expected to be October 2026. | # Non-Executive Directors' Fees The fees for the Chair and Non-Executive Directors were reviewed in March 2026. It was agreed that the base fee would be increased by 2.6% from 1 April 2026 in line with the average increase to the head office wider workforce. | Position | Fees from 1 April 2026 | Fees to 1 April 2026 | | --- | --- | --- | | Board Chair | £506,844 | £494,000 | | Non-Executive Director | £87,210 | £85,000 | | Additional fees | | | | Senior Independent Director | £20,000 | £20,000 | | Chair of Audit & Risk, Remuneration and ESG Committees | £20,000 | £20,000 | | Member of Board Committee (Audit & Risk, Remuneration and ESG) | £7,500 | £7,500 | | Designated Workforce Engagement Non-Executive Director | £7,500 | £7,500 | | Genesis Holdings Inc. Director | £40,000 | £40,000 | | Genesis TopCo Inc. Director | £7,500 | £7,500 | # Service Contracts and Letters of Appointment The Executive Directors are required to provide a period of notice of 12 months, as specified in their service contracts. Shareholders may review the service contracts and letters of appointment both prior to and during the upcoming AGM. The documents are also available for inspection during normal business hours at JD's registered office address. There are no further obligations which could give rise to a remuneration or loss of office payment other than those set out in the Policy table, and the policy on payments for loss of office and change of control. The Non-Executive Directors have entered into letters of appointment with JD which are terminable by either party on not less than three months' notice. The letters of appointment are available for viewing at JD's registered office during normal business hours, and prior to and at the AGM. The Non-Executive Directors will only receive payment until the date their appointment ends and no compensation is payable on termination. JD's Articles of Association stipulate that, at each AGM, one third of the Company's Directors are required to retire from office. Notwithstanding the provisions of the Company's Articles of Association, the Board of Directors has determined that all Non-Executive Directors are subject to annual re-election by shareholders in line with best practice recommendations of the Financial Reporting Council's 2024 UK Corporate Governance Code (the 'Code'). On behalf of the Remuneration Committee ![img-142.jpeg](img-142.jpeg) Angela Luger Chair of the Remuneration Committee 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 117 # Directors' Remuneration Policy The Policy aims to ensure that members of the Board and Executive Management are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their contribution to the success of the Group. The Policy was approved by shareholders at the AGM on 2 July 2025, with 80.71% of votes in favour. There are no changes to the Policy proposed for 2026. # Remuneration Policy for Executive Directors The following table sets out each element of remuneration for Executive Directors and how it supports JD's short and long-term strategic objectives: | Element and how it supports our short and long-term strategic objectives | Operation | Maximum opportunity | Performance conditions and assessment | | --- | --- | --- | --- | | Base salary Provides a competitive fixed level of remuneration to attract and retain Executive Directors of the necessary calibre to execute JD's strategy and deliver shareholder value. | Base salaries for the Executive Directors are normally reviewed annually by the Committee. The following factors are taken into account when determining base salary levels: - Remuneration levels at comparable quoted global retail companies. - The need for salaries to be competitive. - The performance of the individual Executive Director. - Experience and responsibilities of the individual Executive Director. - The total remuneration available to the Executive Directors, the components thereof and the cost to JD. | Base salaries will normally be reviewed annually, but the Committee reserves the right to review them on a discretionary basis if it believes an adjustment is required such as to reflect market rates, scope of responsibilities or performance. There is no prescribed maximum annual increase. The Committee is guided by the general increase for the broader employee population but on occasion may need to recognise, for example, an increase in the scale, scope or responsibility of the role, as well as market rates. | None. | | Benefits Ensures the overall package is competitive for Executive Directors. | Benefits may be provided where appropriate, including health insurance, life insurance/death in service, travel, car allowance, staff discount and relocation expenses. | The Committee determines the appropriate level, taking into account market practice and individual circumstances. There is no prescribed maximum. | None. | | Pensions Provides market competitive retirement benefits for Executive Directors. | Pension provision is a payment into a defined contribution pension scheme or a cash amount in lieu of a pension contribution. Pension payments do not form part of salary for the purposes of determining the extent of participation in JD's incentive arrangements. | The maximum pension provision is 4% of salary, in line with the workforce. | None. | | Annual bonus Provides Executive Directors with the opportunity to earn performance related bonuses based on the achievement of financial targets and key performance indicators which incentivise the achievement of the business strategy. | The bonus is paid annually in cash and shares with 50% of any bonus earned deferred into shares for three years. Where an Executive Director has met their shareholding requirement, the portion of any bonus earned that is deferred into shares for three years is reduced to 25%. The deferred shares are not subject to any further conditions, save for continued employment. Deferred share awards may include additional shares (or, at the discretion of the Committee, cash) equivalent to the value of the dividend roll-up, and may assume dividend reinvestment. Malus and clawback provisions apply as detailed within the Remuneration Policy. | The maximum bonus opportunity may be up to 200% of salary. | The targets are set by the Committee each year and are based on a combination of financial and strategic KPIs. Performance is measured against financial and non-financial measures with no more than one third of the annual bonus linked to non-financial measures. Up to 25% of the bonus is paid for achieving a threshold level of performance and the full bonus is paid for delivering stretching levels of performance. For performance below threshold, no bonus is paid. The Committee sets bonus targets each year to ensure they are appropriate stretching in the context of the business plan. In exceptional circumstances such that the Committee believes the original measures and/or targets are no longer appropriate e.g. corporate activity, the Committee has discretion to amend performance measures and targets during the year. The Committee may, in exceptional circumstances, amend the formulaic bonus payout should this not, in the view of the Committee, reflect the overall business performance or individual contribution. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Directors' Remuneration Report continued | Element and how it supports our short and long-term strategic objectives | Operation | Maximum opportunity | Performance conditions and assessment | | --- | --- | --- | --- | | Long-Term Incentive Plan (LTIP) Provides the Executive Directors with the opportunity to earn competitive rewards. Aligns the Executive Directors' interests more closely with those of shareholders. Focuses the Executive Directors on sustaining and improving the long-term financial performance of JD and rewards them appropriately for doing so. | Awards granted under the LTIP will be settled in shares. Awards will be granted in the form of 'Performance Shares' and 'Restricted Shares'. Performance Shares are awards that vest after a performance period (normally three years in duration) subject to the achievement of performance conditions. Restricted Shares are time-based awards that vest (normally after three years) subject to the achievement of an underpin Executive Directors must retain the net of tax number of vested LTIP awards for a two year post-vesting holding period. LTIP awards may include additional shares (or, at the discretion of the Committee, cash) equivalent to the value of the dividend roll-up, and may assume dividend reinvestment. Malus and clawback provisions apply as detailed within the Remuneration Policy. | Maximum quantum of 300% of salary to be granted in the following proportions: - 250% of salary in the form of Performance Shares. - 50% of salary in the form of Restricted Stock. | Awards of Performance Shares vest based on financial, non-financial and/or strategic performance conditions which are normally aligned to JD's KPIs and strategic objectives. At least 50% of the assessment of the award of Performance Shares will be based on financial metrics, which may include Total Shareholder Return ('TSR') and Earnings Per Share ('EPS'). Up to 25% of the award of Performance Shares vests for threshold levels of performance, increasing to 100% of the award for stretching performance. The Committee sets targets each year so that they are stretching and facilitate growth for shareholders, while remaining motivational for leadership. In exceptional circumstances, such that the Committee believes the original measures and/or targets are no longer appropriate e.g. corporate activity, the Committee has discretion to amend performance measures and targets during the year. An underpin applies to awards of Restricted Stock. This will take the form of a retrospective discretionary assessment by the Remuneration Committee of factors such as profit performance relative to market expectations and shareholder returns over the vesting period. The Committee may, in exceptional circumstances, amend the LTIP vesting should the formulaic outcome not, in the view of the Committee, reflect the overall business performance or individual contribution. | | Shareholding requirement To ensure that Executive Directors' interests are aligned with those of shareholders over a longer time horizon. | Executive Directors are required to build a shareholding requirement of 300% of salary. The full requirement should be achieved over a five year period. At least half of LTIP and deferred bonus awards must be retained on vesting if the shareholding requirement is not met. For two years following cessation of employment, Executive Directors are subject to a post-cessation shareholding requirement equal to the lesser of the shareholding on cessation and 300% of salary (the in-employment requirement). | n/a | None. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Policy Table ## Explanation of Chosen Performance Measures and Target Setting Performance measures will be selected to reflect the key performance indicators which are critical to the realisation of our business strategy and delivery of shareholder returns, which might include EPS as well as strategic measures. The performance targets are reviewed each year to ensure that they are sufficiently challenging. When setting these targets the Committee will take into account a number of different reference points including, for financial targets, JD's business plan and consensus analyst forecasts of JD's performance. Full vesting will only occur for what the Remuneration Committee considers to be excellent performance. ## Legacy Policy Provisions JD may honour any outstanding remuneration commitments entered into with current or former Directors (as disclosed to shareholders) before the current Policy took effect. ## Malus and Clawback The following table illustrates the time periods during which malus and clawback provisions may apply for each element of remuneration: | Remuneration element | Malus | Clawback | | --- | --- | --- | | Annual bonus (cash) | Up to the date of the cash payment. | Up to three years post the date of any cash payment. | | Annual bonus (deferred shares) | To the end of the three year vesting period. | n/a | | LTIP | To the end of the three year vesting period. | Up to two years post-vesting. | The malus and clawback trigger events are: - a material misstatement resulting in an adjustment in the audited consolidated accounts of the Group or the audited accounts of any Group member; and/or - a serious failure of risk management of the Company, a Group member or business unit of the Group; and/or - events or behaviour of an Award Holder have led to the censure of a Group member by a regulatory authority or have had a significant detrimental impact on the reputation of any Group member provided that the Committee is satisfied that the relevant Award Holder was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them; and/or - fraud or gross misconduct of an Award Holder; and/or - if assessment of a performance condition is found to have been based on an error, inaccuracy or misleading information; and/or - the discovery that any information used to determine the number of shares under award was based on error, or inaccurate or misleading information; and/or - JD or any Group member or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of shares is materially reduced where the Committee determines the Award Holder should be held responsible (in whole or in part) following an appropriate review of accountability; and/or - any other circumstances that the Committee considers justifying the operation of these provisions. ## Differences in Policy for the Wider Employee Population JD aims to provide a remuneration package for all employees that is market competitive and operates the same reward and performance philosophy throughout the business. This includes provision of competitive pension and benefits. JD operates a bonus plan primarily but not exclusively focused on the Senior Leadership level. In addition, employees at Senior Leadership level are eligible to participate in long-term incentive plans. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Directors' Remuneration Report continued ## Illustrations of the Application of the Remuneration Policy The charts below provide estimates of the potential future award opportunity for each of the Executive Directors for FY27 and the potential split between different elements of remuneration under four different scenarios: 'minimum', 'on target', 'maximum' and 'maximum plus 50% share price appreciation' performance. ![img-143.jpeg](img-143.jpeg) The scenarios in the graph are as follows: | Element | Minimum performance | On-target performance | Maximum performance | Performance conditions and assessment | | --- | --- | --- | --- | --- | | Fixed elements of remuneration | The base salary is the salary as at 1 April 2026. | | | | | | The benefits are estimated for the CEO and CFO; these amounts exclude one-off relocation allowances. | | | | | | The pension contribution is equal to 4% of base salary. | | | | | Annual bonus | 0% of maximum opportunity | 50% of maximum opportunity | 100% of maximum opportunity | 100% of maximum opportunity | | Long-Term Incentive Plan | 0% of maximum opportunity | 100% of maximum RSP opportunity and 62.5% of maximum PSP opportunity | 100% of maximum opportunity | 100% of maximum opportunity plus 50% share price growth | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 121 # Remuneration Policy for Non-Executive Directors The Non-Executive Directors have entered into letters of appointment with JD which are terminable by the Non-Executive Director or JD on not less than three months' notice. The letters of appointment are available for viewing at JD's registered office during normal business hours, and prior to and at the AGM. The Non-Executive Directors will only receive payment until the date their appointment ends and no compensation is payable on termination. Under the terms of JD's Articles of Association, all Non-Executive Directors are subject to annual re-election by shareholders. The table below sets out the key elements of the Remuneration Policy for Non-Executive Directors: | Element and how it supports our short and long-term strategic objectives | Operation | Maximum opportunity | Performance conditions and assessment | | --- | --- | --- | --- | | Non-Executive Director Fees Provides a market competitive level of fees to reflect the time commitment and contributions that are expected from the Non-Executive Directors. | The Board as a whole is responsible for setting the remuneration of the Non-Executive Directors, other than the Chair whose remuneration is determined by the Committee. Non-Executive Directors are paid a base fee in cash. Additional fees may be paid for additional responsibilities such as acting as Senior Independent Director or for membership or chairing sub-committees of the Board. The Non-Executive Directors do not participate in JD's incentive arrangements and no pension contributions are made in respect of them. Reasonable travel and subsistence expenses may be paid or reimbursed by JD and the Non-Executive Directors are eligible for staff discount. | The fees paid to Non-Executive Directors will normally be reviewed annually, but the Committee reserves the right to review fees on a discretionary basis if it believes an adjustment is required to reflect market rates, scope of responsibilities or performance. There is no prescribed maximum increase, but in general the level of fee increase for the Non-Executive Directors will be set taking account of any change in responsibility and the general rise in salaries across the UK workforce. | None. | # Approach to Recruitment Remuneration In the event that a new Executive Director or Non-Executive Director was to be appointed, remuneration would be determined consistent with the Policy table, paying no more than necessary. The table below sets out the elements of remuneration that would be considered for the appointment of a new Executive Director. | Remuneration element | Policy and operation | | --- | --- | | Fixed pay (base salary, benefits and pension) | - In line with the Remuneration Policy, base salaries, benefits and pension would be set to provide a competitive fixed level of remuneration in order to attract and retain Executive Directors of the necessary calibre to execute JD's strategy and deliver shareholder value. | | Annual bonus | - New Executive Director appointments will be eligible to participate in the annual bonus plan with an annual award of up to 200% of salary, operated in line with the Remuneration Policy. | | LTIP | - New Executive Director appointments will be eligible to participate in the LTIP with an annual grant of up to 300% of salary, operated in line with the Remuneration Policy. | | Buyout awards | - If it were necessary to attract the right candidate, due consideration would be given to making awards necessary to compensate for forfeited awards in a previous employment. - In making any such award, the Committee will take into account any performance conditions attached to the forfeited awards, the form in which they were granted and the timeframe of the forfeited awards. - The value of any such award will be capped to be no higher on recruitment than the forfeited awards and will not be pensionable nor count for the purposes of calculating bonus and LTIP awards. - Any such award would be in addition to the normal bonus and LTIP awards set out in the Policy table. | | Relocation costs | - Where appropriate, JD will offer to pay reasonable relocation expenses. | | One-off recruitment award | - In exceptional recruitment circumstances, the Remuneration Committee retains the ability to grant a one-off share award, that of up to 200% of salary, in addition to any normal LTIP award. Such award may be granted in a combination of Performance Shares and Restricted Stock with at least half of the award to be granted in the form of Performance Shares. | In respect of an internal promotion to the Board, any commitments made before the promotion will continue to be honoured even if they would otherwise be inconsistent with the Policy prevailing when the commitment is fulfilled. # Service Contracts for Executive Directors The period of notice required in the service contracts is 12 months by the Executive Director and JD. The service contracts and letters of appointment for the Executive Directors are available for inspection by shareholders in advance of and at the forthcoming Annual General Meeting, and during normal business hours at JD's registered office address. There are no further obligations which could give rise to a remuneration or loss of office payment other than those set out in the Policy table, the policy on payments for loss of office and change of control. # Payments for Loss of Office When assessing whether payments will be made in respect of loss of office, the Committee will take into account individual circumstances including the reason for the loss of office, and individual performance up to the loss of office and any contractual obligations of both parties. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 122 # Directors' Remuneration Report continued ## Contractual Payments In the event of early termination, JD may make a termination payment not exceeding one year's salary. In the event of gross misconduct, JD may terminate the service contract of an Executive Director immediately and with no liability to make further payments other than in respect of amounts accrued at the date of termination. The current Executive Director service contracts permit JD to put an Executive Director on garden leave for some or all of the duration of the notice period. JD will honour any commitments in respect of leavers prior to the date of the current Policy coming into force. ## Variable Pay The treatment of variable pay for leavers will depend on whether or not they are classified as a Good Leaver under JD's incentive plan rules. A Good Leaver is defined as leaving due to the following reasons: - Ill-health - Injury - Redundancy - Disability - Sale of the employing entity out of JD For Other Leavers, the Committee will take into account individual circumstances, contractual terms, circumstances of the termination and the commercial interests of JD to determine whether or not to treat a leaver as a Good Leaver. The table below sets out the treatment of variable pay in the event of a loss of office. | Remuneration element | Treatment for Good Leaver | Treatment for Other Leaver | Remuneration Committee discretion | | --- | --- | --- | --- | | Annual bonus | - Eligible for a bonus paid, taking into account performance. - Any bonus paid would be subject to pro-rating for time served as an Executive Director during the year. - Normally, a portion of any bonus earned would be deferred into shares for three years, consistent with the treatment in the Policy table. | - No eligibility for bonus. | - It is at the discretion of the Committee as to whether departing Directors would be paid a bonus. In exercising its discretion on determining the amount payable and the form of payment to an Executive Director on termination of employment, the Board would consider each instance on an individual basis, taking account of factors such as performance and circumstances of the termination. - When determining whether a bonus or any other payment should be made to a departing Director, the Committee will ensure that no ‘reward for failure’ is made. | | Deferred bonus shares | - Deferred bonus shares continue and vest in full at their original vesting date, with the exception of in the case of death, whereby shares vest immediately. | - Deferred bonus shares lapse on cessation of employment. | - The Committee may allow deferred bonus awards to vest as reasonably practicable on cessation of employment in exceptional circumstances, such as ill-health. - The Committee may apply time pro-rating for Good Leavers. | | LTIP | - LTIP awards continue to vest at their original vesting date, subject to satisfaction of the relevant performance conditions in respect of awards of Performance Shares and the underpin in respect of awards of Restricted Stock. - In the event of death, LTIP awards will normally vest immediately. For the purposes of performance conditions that apply to any awards of Performance Shares and the underpin that applies to any awards of Restricted Stock, the number of awards vesting will be determined by the Committee taking into account performance as at the date of cessation. - The number of awards vesting will be reduced to reflect the proportion of the vesting period that has elapsed at the date of cessation of employment. | - LTIP awards lapse on the date of cessation of employment. | - The Committee may allow LTIP awards to vest as soon as reasonably practicable on cessation of employment in exceptional circumstances, such as ill-health. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Payments in the Event of a Change of Control The treatment of each element of remuneration under a change of control is set out in the table below. | Remuneration element | Remuneration Policy and operation | | --- | --- | | Annual bonus (cash) | - An annual bonus may be paid subject to time pro-rating (unless the Committee determines otherwise) and performance to the date of the change of control. | | Annual bonus (deferred shares) | - Any outstanding deferred shares will ordinarily vest in full at the date of change of control (other than in respect of an internal reorganisation). | | LTIP | - LTIP awards will vest subject to time pro-rating and performance at the date of change of control (other than in respect of an internal reorganisation). The Committee has discretion to disapply time pro-rating. | In line with market practice, the Committee retains discretion relating to operating and administering the annual bonus and LTIP. This discretion includes: - timing of awards and payments; - size of awards, within the overall limits disclosed in the Policy table; - determination of vesting; - ability to override formulaic outcomes; - treatment of awards in the case of change of control or restructuring; - treatment of leavers within the rules of the plan, and the policy on payments for loss of office; and - adjustments needed in certain circumstances, for example, a rights issue, corporate restructuring or special interim dividend. While performance conditions or any underpin will generally remain unchanged once set, the Committee has the usual discretion to amend them, including in respect of measures, weightings and targets, where the original conditions or underpin would cease to operate as intended. Any such changes would be explained in the subsequent annual Directors' Remuneration Report and, if appropriate, be the subject of consultation with JD's major shareholders. Consistent with best practice, the LTIP rules also provide that any such amendment must not make, in the view of the Committee, the amended condition materially less difficult to satisfy than the original condition was intended to be before such event occurred. # Statement of Employment Conditions Elsewhere in JD The Company provides market competitive remuneration packages to all employees. Remuneration arrangements are determined throughout JD based on the same principle that reward should be achieved for delivery of JD's business strategy and should be competitive within the market to attract and retain high-calibre talent. Senior Leadership below Board level with a significant ability to influence JD's results may participate in an annual bonus plan and a long-term incentive plan which reward both performance and loyalty and are designed to retain and motivate. The Committee considers pay and employment conditions across JD when reviewing the remuneration of the Executive Directors and other senior employees. We are committed to reviewing our employment conditions and policies annually, taking into account legislative changes, industry trends and employee feedback to ensure continued compliance, competitiveness and an environment that supports employee growth and wellbeing. # Consideration of Shareholder Views The Committee takes the views of shareholders seriously and these views are taken into account in shaping remuneration policy and practice. Shareholder views are considered when evaluating and setting remuneration strategy and the Committee welcomes an open dialogue with its shareholders on all aspects of remuneration. The Committee undertook an extensive programme of engagement with shareholders and proxy advisory bodies in 2025 to discuss the Policy to ensure that their views were fully considered in the development of the revised framework. Overall, shareholders were broadly supportive of the Company's strategic priorities and recognised the importance of an appropriately structured remuneration framework. The Policy, which was approved at the 2025 AGM, was implemented during the year. The Committee will continue to engage with shareholders on an ongoing basis to ensure JD remains aligned with best practice, market developments and the evolving expectations of our stakeholders. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Directors' Report ![img-144.jpeg](img-144.jpeg) ## Régis Schultz Chief Executive Officer The Directors present their report, together with the audited financial statements for the year ended 31 January 2026. As permitted by section 414C(1) of the Companies Act 2006, some matters required to be included in the Directors' Report have instead been included in the Strategic Report. These disclosures are incorporated by reference in the Directors' Report. The Strategic Report can be found on pages 2 to 81. ## Corporate Governance The Group is committed to maintaining good corporate governance practices (as set out in the Corporate Governance Report) which the Board believes is appropriate for the business of the Group and is fundamental for retaining effective and long-term sustainable relationships with its key stakeholders. The Corporate Governance Report on pages 88 to 93 forms part of this Directors' Report. The Company applied all 2024 UK Corporate Governance Code (the 'Code') principles and fully complied with all the 2024 Code provisions of during the year ended 31 January 2026. ## Fair, Balanced and Understandable The Board considers that the Annual Report & Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy. A summary of the considerations made by the Audit & Risk Committee, at the request of the Board, to assess whether the Annual Report is fair, balanced and understandable is outlined on page 101. A summary of the Directors' responsibilities in respect of the Annual Report & Accounts is set out on page 127. ## Principal Activity The principal activity of the Group is the retail of multi-branded, sports fashion and outdoor clothing, footwear, accessories and equipment. In accordance with the Companies Act 2006, the Strategic Report, which can be found between pages 2 and 81, contains: - a fair review of the business; - a description of the principal risks and uncertainties facing the Group; - a balanced, comprehensive and understandable analysis of the development and performance of the Group's business during the financial period, including an assessment of relevant environmental, employee, social, community and human rights issues, together with the Group's key performance metrics in a manner which is consistent with the size and complexity of the business; and - an assessment of the Group and Parent Company's ability to continue as a going concern, disclosing as applicable matters related to going concern. Details of the Group's use of financial instruments, together with information on policies and exposure to interest rates, foreign currency, credit and liquidity risks, can be found in Notes 22 and 23 to the financial statements. The information included in Notes 22 and 23 is incorporated into the Directors' Report and is deemed to form part of this Directors' Report. ## Share Capital During FY26, the Company carried out two share buyback programmes to purchase ordinary shares of £0.0005 each in the Company, with an aggregate value of up to £200m collectively. The first programme was completed on 25 July 2025 and, as a result, the Company acquired 121,730,000 ordinary shares at an average price of 0.8268 pence per share for a total consideration of £99,986,794.12. The second programme was completed on 17 December 2025 and, as a result, the Company acquired 115,071,637 ordinary shares at an average price of 0.8774 pence per share for a total consideration of £99,999,998.91. Following completion of the share buybacks, the Company holds 79,897,460 of its ordinary shares in treasury and has 4,946,334,108 ordinary shares in issue (excluding treasury shares). As at 31 January 2026, the Company's issued share capital was £2,513,116, comprising 5,026,231,568 shares of £0.0005 each. ## Disclosures Required Under UK Listing Rule 6.6.1R The majority of the disclosures required under UK Listing Rule 6.6.1R are not applicable to the Company. The table sets out the location of the requirements that apply: | Information Required under UKLR 6.1.1R | Page | | --- | --- | | (11), (12) Dividend waivers | 147 | | (13) Board Statement of Compliance with UKLR 6.2.3R | 125 | ## Share Allotment Authority The Directors were granted authority at the 2025 Annual General Meeting ('AGM') to allot shares in the Company and to grant rights to subscribe for, or convert, any securities into shares in the Company up to a maximum aggregate nominal amount of £32,217 (which represented approximately $1.25\%$ of the Company's issued ordinary share capital as at 2 June 2025). This authority is scheduled to lapse at the 2026 AGM. At the 2026 AGM, shareholders will be asked to grant a new allotment authority. ## Shareholder and Voting Rights All members who hold ordinary shares are entitled to attend and vote at the Company's AGM, save as set out in the Company's Articles of Association ('Articles'). On a show of hands at a general meeting, every member present in person or by proxy shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for every ordinary share they hold. Subject to relevant statutory provisions and the Articles, holders of ordinary shares are entitled to a dividend where declared or to be paid out of profits available for such purposes. Details of the final dividend proposed are provided in the Chair's Statement on page 9 and Chief Executive Officer's Review on page 10. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Restrictions on Transfer of Shares The restrictions on the transfer of shares in the Company are as follows: - The Board may, in its absolute discretion, refuse to register any transfer of shares which are not fully paid up (but not in a manner which prevents dealings in listed shares from taking place) or which is in favour of more than four persons jointly or which is in relation to more than one class of share. - Certain restrictions may, from time to time, be imposed by laws and regulations, for example, insider trading laws. - Restrictions apply pursuant to the UK Listing Rules ('UKLR') and the Market Abuse Regulation ('MAR') of the Financial Conduct Authority ('FCA'). The Company has in place a share dealing policy which includes processes which must be followed to ensure that any transfer of shares activity is conducted in compliance with the MAR and the UKLR and that all Directors and certain Company employees obtain prior approval before dealing in the Company's shares. The Company is not aware of any arrangement between its shareholders that may result in restrictions on the transfer of shares and/or voting rights. # Substantial Interests in Share Capital As at 31 January 2026, the following information had been received, in accordance with DTR 5, from holders of notifiable interests in the Company's issued share capital and published on a Regulatory Information Service and on the corporate website. The information provided below was correct at the date of notification, noting that the date it was received may not have been within the current financial year. | | Number of ordinary shares/ voting rights held1 | % of ordinary share capital | | --- | --- | --- | | Pentland Group1 | 2,676,391,195 | 53.88 | | BlackRock, Inc | Below 5% | Below 5% | # Notes: 1 On 15 April 2026, notification was received from Pentland Group that the number of voting rights held remained the same as stated above; however, as a result of JD's share buyback programme that commenced in February 2026, its interest had increased to 54.91%. 2 These holdings may have changed since the Company was notified; however, notification of any change is not required until the next notifiable threshold is crossed. # Relationship Agreement The Company has in place a legally binding relationship agreement with its controlling shareholder, Pentland Group Limited. The Company has complied with the undertakings included in the relationship agreement during the period under review. So far as the Company is aware, the undertakings in the agreement have also been complied with by both Pentland Group Limited and its associates during the period under review. The Board confirms that the Company continues to comply with the requirement under UKLR 6.2.3R to carry on the business it carries on as its main activity independently from its controlling shareholder. # Directors Details of all persons who were Directors at the financial period end, including their roles and brief biographical details, are set out on pages 84 to 85. The following appointments and resignations occurred during the financial period: - Helen Ashton resigned as Non-Executive Director on 14 July 2025. - Sarah Kuijlaars was appointed as Non-Executive Director on 10 November 2025. The Directors are responsible for the management of the business of the Company and, subject to relevant legislation, regulatory requirements and the Articles. The Directors may exercise all of the powers of the Company and may delegate their power and discretion to Committees of the Board as they see fit. There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid. # Directors' Interests Details of Directors' interests and those of their connected persons in the share capital of the Company are set out on page 111. This information is incorporated into this Directors' Report by reference and is deemed to form a part of it. # Directors' Indemnities The Company maintains Directors' and Officers' liability insurance which provides appropriate cover for legal action brought against its Directors and Officers. Supplementing this insurance, the Company has also granted indemnities to its Directors and Officers to the extent permitted by law. These indemnities qualify as third-party indemnity provisions under section 234 of the Companies Act 2006. Neither the insurance or indemnity applies where the relevant Director is proven to have been guilty of fraud or wilful misconduct. # Appointment and Replacement of Directors The Articles provide that the Company may by ordinary resolution at a general meeting appoint any person to act as a Director, provided that (where such person has not been recommended by the Board) notice is given by a member entitled to attend and vote at the meeting of the intention to appoint such a person and that the Company receives, among other information, confirmation of that person's willingness to act as a Director. The Articles also empower the Board to appoint as a Director any person who is willing to act as such. The maximum possible number of Directors under the Articles is 20. The number of Directors at any one point in time shall not be less than two. In addition to the powers of removal conferred by statute, the Company may by ordinary resolution remove any Director before the expiration of his or her period of office. The Articles also set out the circumstances in which a Director shall vacate office. The Articles broadly require that at each AGM, one third of eligible Directors shall retire from office by rotation and may stand for re-election and that any Director who was appointed by the Board after the previous AGM must retire from office and may stand for election by the shareholders. Additionally, any other Director who has not been elected or re-elected at one of the previous two AGMs must retire from office and may stand for re-election. Notwithstanding the provisions of the Articles, the Board has determined that all the Directors will stand for re-election at the 2026 AGM, save for Andrew Higginson, who will step down from the Board on 21 July 2026 and will not stand for re-election and Sarah Kuijlaars who will stand for election for the first time, in accordance with the best practice recommendations of the Code. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 Directors' Report continued ## Amendment of the Company's Articles of Association The Company's Articles may only be amended by a special resolution at a general meeting of shareholders. ## Results and Dividend The Group reported profit for the financial year before tax of £629m (FY25: £715m). The Directors are recommending a final dividend for the year of 0.87 pence per share (FY25: 0.67 pence per share). This dividend is subject to shareholder approval at this year's AGM and will be payable on 31 July 2026 to shareholders whose names were on the Register of Members at close of business on 3 July 2026. ## Waiver of Dividends Dividend waivers are in place in respect of all dividends payable by the Company on shares held in treasury and shares held in the JD Sports Employee Benefit Trust ('EBT'). ## Change of Control – Significant Agreements In the event of a change of control of the Company, the Company and the lenders of the £1 billion bank syndicated facility and $700m Term Loan shall enter into an agreement to determine how to continue the facility. If no agreement is reached within 20 business days of the date of change of control, the lenders may, by giving not less than 10 business days' notice to the Company, cancel the facility and declare all outstanding loans, together with accrued interest and all other amounts accrued immediately due and payable. ## Employees The People section on pages 69 to 71 provides information on the Group's approach to its people and how the Group attracts, retains and develops its employees. The Strategic Report also sets out a summary of the measures adopted by the Group to further enhance the way it engages with its employees. A key factor in the Group's employee remuneration strategy is encouraging the involvement of all employees in the Group's performance so that every employee feels they have an important contribution to make in this regard. Full details of the Group's remuneration strategy are set out in the Directors' Remuneration Report on pages 104 to 123. Further details on how the Board took account of employee engagement to support its decision making are set out in the Stakeholder Engagement section of the Strategic Report on page 77 and in the 2026 Global Impact Report, which is available on our corporate website. Information on the Group's approach to Diversity, Equity, Inclusion & Belonging can be found in the People section of the Strategic Report on page 70, in the Nominations Committee Report on page 95, and within the 2026 Global Impact Report. ## Suppliers, Customers and Others Details of how the Directors have addressed the need to foster the Group's business relationships with its suppliers, customers and other stakeholders, and the impact of the actions taken, including on principal decisions taken during the financial period, can be found in the Stakeholder Engagement section of the Strategic Report on pages 76 to 80. ## Post Balance Sheet Events Details of post balance sheet events are provided in Note 39 to the financial statements. ## Future Developments Future developments are discussed throughout the Strategic Report on pages 2 to 81. ## Political Donations and Expenditure Neither the Company nor any of its subsidiaries has made any political donation or incurred any political expenditure during the period under review. ## Research & Development During the financial period ended 31 January 2026, the Group engaged in Research & Development activity in relation to technological advances in the Group's omni-channel solution. ## Energy Consumption and Emissions Information about greenhouse gas emissions, energy consumption and energy efficiency action are shown in the ESG Report on pages 63 and 64. This information is incorporated into this Directors' Report by reference and is deemed to form part of it. ## Auditor The auditor, Deloitte LLP, has indicated its willingness to continue in office. A resolution to reappoint Deloitte LLP as auditor of the Company will therefore be proposed at the 2026 AGM. ## Disclosure of Information to the Auditor Each person who is a Director at the date of approval of this report confirms that: - so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware; and - each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. ## Annual General Meeting The Company's AGM will be held on 21 July 2026 at the offices of Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE. The notice of this year's AGM is included in a separate circular to shareholders. This notice will be available to view on the Company's website at www.jdplc.com/investor-relations/shareholder-information. The Directors' Report was approved by the Board of Directors on 6 May 2026 and signed on its behalf by: ![img-145.jpeg](img-145.jpeg) ## Régis Schultz Chief Executive Officer 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Statement of Directors' Responsibilities ## Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements The Directors are responsible for preparing the Annual Report and the financial statements and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law, the Directors are required to prepare the Group financial statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 'Reduced Disclosure Framework'. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Group for that period. In preparing the Group and Parent Company financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable, relevant, reliable and, in respect to the Parent Company financial statements, prudent; - for the Group financial statements, state whether they have been prepared in accordance with UK-adopted international accounting standards; - for the Parent Company, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the parent company financial statements; and - give careful consideration to the entity's ability to continue in business and prepare the Group and Parent Company financial statements on the going concern basis unless it is inappropriate to presume that the entity will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and for taking reasonable steps to enable preparation of financial statements that are free from material misstatement, whether due to fraud or error, and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Parent Company is required by the Financial Conduct Authority ('FCA') Disclosure Guidance and Transparency Rules ('DTRs') to include these financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism ('NSM') of the FCA. This Independent Auditor's Report on these financial statements provides no assurance over whether the structured digital format annual financial report has been prepared in accordance with those requirements. ## Responsibility Statement We confirm that to the best of our knowledge: - the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; - the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and - we consider that the Annual Report and Consolidated Financial Statements, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy. This Responsibility Statement was approved by the Board of Directors on 6 May 2026 and is signed on its behalf by: ![img-146.jpeg](img-146.jpeg) Régis Schultz Chief Executive Officer 6 May 2026 ![img-147.jpeg](img-147.jpeg) Dominic Platt Chief Financial Officer 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Independent Auditor’s Report to the members of JD Sports Fashion Plc ## Report on the audit of the financial statements ### 1. Opinion In our opinion: - the financial statements of JD Sports Fashion plc (the 'parent company') and its subsidiaries (the 'group') give a true and fair view of the state of the group's and of the parent company's affairs as at 31 January 2026 and of the group's profit for the 52 week period then ended; - the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards; - the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 "Reduced Disclosure Framework"; and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements which comprise: - the consolidated income statement; - the consolidated statement of comprehensive income; - the consolidated statement of financial position and parent company balance sheet; - the consolidated and parent company statements of changes in equity; - the consolidated statement of cash flows; and - the related consolidated notes 1 to 41 and parent company notes C1 to C23. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice). ### 2. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services provided to the group and parent company for the year are disclosed in note 3 to the financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC's Ethical Standard to the group or the parent company. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ### 3. Summary of our audit approach | Key audit matters | The key audit matters that we identified in the current year were: - Changes in the control environment (group and parent company); - Valuation of the Genesis put and call option (group and parent company); and - Lease accounting (group and parent company). | | --- | --- | | Materiality | The materiality that we used for the group financial statements was £42.6 million (FY25: £42 million) which was determined on the basis of 5% (FY25: 5%) of adjusted profit before tax. | | Scoping | JD (head office) and JD UK (trading), which together make up the financial results of the JD Sports Fashion Plc legal entity, were subject to audits of entire financial information in the UK, as were the Finish Line and Hibbett components in the US. A further 16 components in North America, UK, Europe and Asia Pacific were subject to audits of specified account balances. Altogether, these components represent the principal business units and account for 83% of the group's revenue, 97% of the group's profit before tax, and 75% of the group's net assets. In the prior year, our audit scope was primarily focussed on the audit of 19 components, with 4 components subject to audits of entire financial information and 15 components subject to audits of specified account balances. | | Significant changes in our approach | We have no longer identified 'Accuracy of the group consolidation - including the IFRS 16 overlay adjustments (group)' as a separate key audit matter, with the consolidation being less complex in the current year following a system transition and the pushing down of IFRS16 lease accounting to component finance teams. We have commented on the impact of this change in our new key audit matter 'Changes in the control environment', which is an evolution of the prior year Key Audit Matter 'Impact of the control environment on our audit approach'. We have included 'Lease accounting' as a key audit matter in the current year. We have no longer identified 'Acquisition accounting in respect of Hibbett' as a key audit matter given the transaction completed in the prior year. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 129 # 4. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included: - Obtaining confirmation of the group's financing facilities which were refinanced on 8 July 2025, including the nature of facilities, repayment terms and covenants, to determine whether these facilities remain available at year end and subsequently; - Assessing the reasonableness of the assumptions used in the board approved forecasts ("medium term financial plan"); - Understanding the process used to prepare the forecasts including obtaining an understanding of the relevant controls over management's model; - Reviewing the group's liquidity forecast and performing sensitivity analysis to assess whether there is sufficient headroom over the going concern period; - Challenging the assumptions used within the group's going concern model by obtaining third-party market data and evaluating any differences between this data and the judgements and assumptions used by management; - Evaluating the historical accuracy of forecasts prepared by management; - Considering the mitigation factors and reasonable downside scenarios identified by management in relation to their going concern analysis; - Evaluating the appropriateness of the going concern assessment period, including assessing the new financing agreements taken out in the current year; and - Assessing the appropriateness of the group's disclosure concerning the going concern basis of accounting. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. # 5. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. ## 5.1 Changes in the control environment | Key audit matter description | As discussed in the Audit & Risk Committee Report on pages 96 to 101, the group continues to be committed to a multi-year programme of improvement which included a workstream to improve the group's internal control over financial reporting (ICFR), including general IT controls. To date the ICFR programme has focused on embedding a consistent manual control framework in key financial business processes across the group as well as remediating priority control deficiencies identified in prior year audits. Remediation of the general IT control environment across the group is ongoing and progressing in line with plan. In the current year, the group implemented two key systems, Lucernex (lease accounting system) and Oracle FCC (group consolidation system). Lease accounting is now owned by local component finance teams with minimal manual overlays required at a group level. The consolidation now performs elements such as foreign exchange translation and non-controlling interest calculations automatically, therefore removing the need for manual journal adjustments. This is the first year of these systems being in place and as a result we spent a significant amount of audit effort over the implementation of systems. We identified deficiencies with the associated controls at both the component and group level due to these controls being in their infancy at the time of our testing. Further to the Oracle FCC implementation, as disclosed in note 41 a prior period restatement has been made to reclassify certain costs in the income statement. | | --- | --- | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 130 # Independent Auditor's Report continued | How the scope of our audit responded to the key audit matter | We adopted a fully substantive audit approach, with no reliance placed on internal controls. The only exception to this is the Hibbett component, who took controls reliance over key business processes. Given our understanding both from the prior year audits and in relation to the extent of the changes implemented by the group since then, our expectation was that there would continue to be deficiencies within the control environment. Consequently, the nature, timing and extent of our audit procedures were designed to address the pervasive risks arising from the deficiencies in the control environment (including IT controls). In relation to the control environment still being in the development phase we performed the following procedures: - We increased our level of performance materiality to 60% to reflect the improvements made in the internal control environment since FY24; - We performed walkthroughs of the group’s key business processes and obtained an understanding of the key controls we identified as a result, considering where improvement have been made, or where control gaps exist; - We assessed the control deficiencies identified by management as a result of the ICFR programme and from our understanding of key controls and, where necessary, designed specific audit procedures to mitigate the associated risks. We also held regular meetings with Internal Audit and key members of the JD Controls team throughout the period to understand the progress of management’s controls project and consider the implications for our audit; - Senior members of the audit team have performed audit testing directly in more complex areas of accounting, including IFRS 16, put and call accounting (see key audit matters below), and impairment; - We utilised data analytics in our testing, particularly with regards to revenue where there are large volumes of transactional data. We have performed sample testing on the underlying transactional data used in this analysis in order to assess its completeness and accuracy, given the IT control deficiencies noted above. We have used spreadsheet analysing tools to detect formula errors and other anomalies; - We leveraged the period post the balance sheet date to assess the appropriateness of period end judgements; and - Senior members of the engagement team considered the effect of uncorrected brought forward audit misstatements and the extent to which such errors had been corrected by management in the current year. In relation to the new systems implemented in the year, we performed the following procedures: - Obtained an understanding of the relevant controls identified in relation to the system implementation programmes in the year, which included: - the entity-level controls overseeing the various transformation programmes; - the manual controls over the data migration; - the general IT controls over both Lucernex and Oracle FCC; and - the group-level manual controls over the review of component results; - Tested the completeness and accuracy of the data migration from Controller to Oracle, verifying the migration of information from the Controller system which agreed to audited results in the prior year to the amounts transitioned into Oracle; and - Tested the completeness and accuracy of the data migration from Horizon to Lucernex, verifying the migration of information from the previous lease system to the data included in the Lucernex opening position. | | --- | --- | | Key observations | Improvements have been noted in the control environment over the course of the financial year, including the impacts of new systems implemented. There continue to be deficiencies in general IT controls as noted on page 97, as well as in manual control activities which take time to mature and fully embed. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # 5.2 Valuation of Genesis put and call option (the "Genesis Option") (Group and Parent Company) | Key audit matter description | At 31 January 2026, the net present value of the gross purchase obligation on the group consolidated balance sheet for the Genesis option was £787m and the fair value for the Genesis option recognised on the parent company balance sheet was £252m. The group has granted certain previous owners of its acquired US business, who have a continuing non-controlling interest in the wider JD US consolidated business (the "Genesis business"), with options allowing them to sell their interest to the group (a put option) in tranches at future dates. The group also has the opportunity to buy the previous owners' interest via a call option, on near identical terms as the put option, with the only difference being the exercise dates. IFRS Accounting Standards requires these option contracts to be valued and accounted for as a gross obligation in the group financial statements (reflecting the expected cost of purchasing the non-controlling interest), whereas they are accounted for as a derivative measured at fair value in the parent company financial statements (reflecting the extent to which the option is in or out of the money, which is dictated predominantly by the pre-defined EBITDA multiple in the contract). The option was amended in March 2025 to defer the four tranches of 5% across 2025-2028 to two tranches of 10% across 2029 and 2030. All other elements of the option agreement remain unchanged. This was considered a non-adjusting subsequent event in the prior year financial statements. The requirements of IFRS Accounting Standards, and the valuation modelling undertaken to arrive at accounting entries, are inherently complex, and the valuation is materially sensitive to inputs which are subject to judgements and/or estimates (notably, the forecast profitability of the Genesis business). The financial statements (note 25 and note C14) disclose the sensitivity as estimated by the group and the parent company. Management has engaged a third-party valuations specialist to assist in valuing both the gross obligation and the fair value option using the Monte Carlo Simulation model. This is an area where we have directed significant levels of audit resource, including using specialists, and we have therefore identified this as a key audit matter, specifically in relation to the forecast revenue growth used within the EBITDA multiple underpinning the valuation model on the basis that the model is sensitive to this unobservable input. | | --- | --- | | How the scope of our audit responded to the key audit matter | To respond to this key audit matter, we have: - Obtained an understanding of the relevant controls over the valuation and accounting for the Genesis option; - Read the option agreement between JD Sports and the non-controlling interest shareholders of the Genesis business and assessed and challenged the appropriateness of the accounting for the put and call option based on the terms of the contract; - Read the option agreement amendment between JD Sports and the non-controlling shareholders of the Genesis business and assessed and challenged the appropriateness of the related accounting and the classification of put and call option as being non-current in the financial statements; - Challenged the appropriateness of key assumptions used in the valuation model. Specifically, we have challenged the appropriateness of the revenue growth assumptions, gross margin and operating costs against industry expectations, historical performance and peers. We have also considered post year-end performance of the Genesis business as part of our assessment of the reasonableness of the business forecasts; - Tested management's historical forecasting accuracy, by comparing previous forecasts against actual performance; - Engaged a valuation specialist to evaluate the Genesis option valuations, covering both methodology and key valuation assumptions applied; and - Assessed whether the disclosures in relation to the Genesis option, comply with the requirements of the accounting standards. | | Key observations | We concluded that the valuation of the Genesis option is appropriate in both the group and parent company financial statements. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 132 # Independent Auditor's Report continued ## 5.3 Lease accounting | Key audit matter description | At 31 January 2026, Right Use of Assets were £2,759m and Right of Use Liabilities were £3,138m (note 15). Historically, accounting for leases under IFRS 16 has been performed centrally, with the group's components reporting their results to the group using principles from the previously applicable accounting standard, IAS 17, and manual group level overlays posted to capture the IFRS 16 accounting entries. As discussed in the Audit & Risk Committee Report on page 98. In the current year, following the implementation of the Lucernex lease accounting system, the group has decentralised the responsibility for IFRS 16 accounting to its component entities, with components now required to submit reporting packs on an IFRS 16 basis. This includes the local elimination of previously applied IAS 17 figures which are still maintained alongside the IFRS 16 numbers (a “dual running” process). We have described the implications of this new system as part of the ‘Changes in the control environment’ key audit matter at section 5.1. We have also concluded lease accounting is a separate key audit matter in the current year due to the complexity of the process of moving the lease accounting from group overlays to components, the inherent risk around completeness of leases, and the significant audit effort spent by both component and group teams in this area compared to other areas of the audit. | | --- | --- | | How the scope of our audit responded to the key audit matter | To respond to this key audit matter, we have: - Obtained an understanding of the relevant controls relating to the IFRS 16 reporting process and completeness of property leases. - Completed additional oversight of component teams by holding IFRS 16 specific workshops to explain the changes implemented in the current year. - Completed additional levels of component oversight of the UK, US, Spain and France component teams specifically reviewing in person the work performed on IFRS 16. Similar levels of oversight were completed over our Australia component virtually. - Assessed whether the IFRS 16 numbers reported in the local trial balances align with the Lucernex outputs and reflect the requirements of IFRS 16 (including that all IAS 17 balances have been fully and appropriately eliminated). - Tested the appropriateness of any local overlay adjustments made by component finance teams to ensure compliance with IFRS 16. - Reviewed property board minutes, performed rent reconciliations, tested open/close store listings, assessed lease commitment information held by legal teams and tested planned capital expenditure to identify any missed leases. - Assessed the accounting for significant transactions outside of the ordinary course of business posted as an overlay adjustment at a group level by agreeing adjustments back to source documents. - Performed a stand back assessment of the disclosed IFRS 16 figures to evaluate audit evidence obtained in assessing whether reported numbers are in line with the requirements of IFRS 16. | | Key observations | We concluded that lease accounting principles have been applied appropriately at both the group and component level. | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # 6. Our application of materiality ## 6.1 Materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: | | Group financial statements | Parent Company financial statements | | --- | --- | --- | | Materiality | £42.6m (2025: £42.0m) | £55.0m (2025: £48.0m) | | Basis for determining materiality | We determined materiality on the basis of 5% (2025: 5%) of adjusted profit before tax. | We have determined company only materiality as 2% (2025: 2%) of net assets. For the purposes of the group audit, we identified the parent company as two components. Component-level work was performed at component performance materiality levels lower than the group performance materiality. | | Rationale for the benchmark applied | We have determined adjusted profit before tax as the most appropriate benchmark as this has been identified as they key performance indicator most relevant to shareholders. We consider that the adjusting items, which are described in note 4, are unusual in nature or outside of the normal course of business as such, these are appropriate to exclude when determining our materiality. | Whilst the parent company undertakes trading activity, this is alongside head office activities and holding of investments in subsidiaries, and hence we continued to determine parent company materiality based on net assets. This aligns to shareholder's primary interest in the parent company's financial statements, and their focus on the distributable reserves and liquidity of the business. | ![img-148.jpeg](img-148.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Independent Auditor's Report continued ## 6.2 Performance materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. | | Group financial statements | Parent Company financial statements | | --- | --- | --- | | Performance materiality | 60% (2025: 50%) of group materiality | 60% (2025: 50%) of parent company materiality | | Basis and rationale for determining performance materiality | In determining performance materiality, we considered the following factors: - Our risk assessment, including our assessment of the group’s overall control environment, including the improvements noted in the current year and the newly implemented systems which removed some of the complexity in reporting (see section 5.1); and - In particular, a reduction in management transition risk, and the lower volume and quantum of misstatements identified in the FY25 audit. | | ## 6.3 Error reporting threshold We agreed with the Audit & Risk Committee that we would report to the Committee all audit differences in excess of £2.1m (2025: £2.1m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit & Risk Committee on disclosure matters that we identify when assessing the overall presentation of the financial statements. ## 7. An overview of the scope of our audit ### 7.1 Identification and scoping of components The group operates in North America, UK, Europe and Asia Pacific. The group operates a Shared Service Centre (“SSC”) in the UK which performs the finance function for some of its UK and European entities. We have adopted a risk-based approach to the audit of the group financial statements. This emphasises the development of a tailored audit plan for each significant account, consistent with the previous year. In selecting the components which are in scope for audit procedures to be performed as part of the group audit, we considered: - The group’s control environment; - The significance of identified risks in each of the components; - The component’s contribution to the group’s revenue, profit and total assets; - The specific qualitative factors, including external risks, management identified risks, and those identified through statistical analysis; - The importance of introducing variability and unpredictability into our audit scoping. JD (head office) and JD UK (trading) were subject to audits of entire financial information in the UK, as were the Finish Line and Hibbett components in the US. A further 16 components in North America, UK, Europe and Asia Pacific were subject to audits of specified account balances. In the prior year, our audit scope was primarily focussed on the audit of 19 components, with 4 audits of financial information, and 15 audits of specified account balances. In addition, audit procedures were performed on corporate activities such as the group’s treasury operations, impairment reviews of goodwill and intangibles, put and call option valuations, one-off transactions such as divestments, litigation and legal reviews, going concern and viability assessments, the group consolidation and financial statement disclosures. At the group level we also performed residual balance analysis and analytical review, evaluating the coverage achieved across significant accounts and key metrics and considering its proportion to group materiality to ensure the risk of material misstatement in the residual population is remote. The components which were scoped in for procedures on the audit of the entire financial information or audit of specified balances together represent 83% (2025: 80%) of revenue from continuing operations, 97% (2025: 88%) of profit before tax and 75% (2025: 85%) of net assets. Our level of coverage has remained consistent with the prior year, given there have been no significant changes to the group in the current year. We have rotated certain components to allow for an element of unpredictability in our audit scoping. ![img-149.jpeg](img-149.jpeg) ![img-150.jpeg](img-150.jpeg) ![img-151.jpeg](img-151.jpeg) --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 135 # 7.2 Our consideration of the control environment The group's operations utilise a range of information systems which underpin the financial reporting process. For all components that were subject to an audit of entire financial information or an audit of specified balances, we obtained an understanding of the relevant IT systems for the purpose of our audit work. We identified the main finance systems, inventory systems and in-store transaction processing systems as the key IT systems relevant to our audit. For in-scope IT systems, we engaged our IT audit specialists to evaluate the IT systems. We identified deficiencies in relation to the new systems implemented in the year which added to those identified in the prior year which are still under remediation. The remediation of these controls is part of management's IT General Controls remediation programme, further details of which are set out on page 100. The inherent risk and level of manual controls/overlays surrounding the historic systems was reduced somewhat in the current year through the implementation of two new systems, Lucernex and Oracle. As a result of these findings, we continue to perform a fully substantive audit, with the exception of Hibbett who took reliance on certain key business processes. As described in the Audit & Risk Committee in its report on page 99, management has implemented a controls improvement project to strengthen the group's control environment. As set out in the Audit & Risk Committee report on pages 96 to 101, the group's continued finance transformation programme is focused in the near term on controls over financial reporting and IT systems, to enable readiness to make an appropriate declaration under provision 29 of the UK Corporate Governance Code. # 7.3. Our consideration of climate-related risks As highlighted in management's Task Force on Climate Related Financial Disclosures (TCFD) report on pages 54 to 61 and the principal risks on pages 44 to 49, the group is exposed to the impacts of climate change on its business, operations and supply chain. The group has set targets to reduce scope 1 and 2 emissions and continues to develop its assessment of the potential impact of climate change, including a scope 3 emissions reduction plan. Management considers that the most likely impact on the financial statements will be in relation to its five-year plan cash flow forecasts; however, they do not consider there to be a material impact as a result of considering climate change. Whilst at this stage there is significant uncertainty regarding what the long-term impact of climate change initiatives may be, the forecasts reflect management's assessment of their best estimate made in the financial statements as explained in note 1. As part of our audit procedures, we held discussions with management to understand the process of identifying climate-related risks, the determination of mitigating actions and the impact on the group's financial statements. We completed an independent climate-based risk assessment to consider the potential impact of climate change in the group's financial statements, including the extent to which climate change considerations have been included in the group's forecast financial information. We used this to assess the completeness of the group's identified risks and to develop audit procedures to respond to these risks, in particular, as part of our work in relation to impairment and long-term viability. Our procedures were performed with the involvement of our ESG specialists and included reading disclosures in the Strategic Report to consider whether they are materially consistent with the financial statements and our knowledge obtained in the audit. We have not been engaged to provide assurance over the accuracy of these disclosures. # 7.4 Working with other auditors We engaged component auditors in the UK, US, Spain, Australia, Portugal and France to perform procedures at the components in these jurisdictions. The UK component auditors also performed procedures for those components included within the SSC. We issued detailed instructions to the component teams and held planning meetings, interim update meetings and year end close meeting with each component teams. Prior to the commencement of our detailed audit work, we held an in-person global audit planning meeting for our UK, US, Spain and France component teams. We held virtual planning meetings with both the Portugal and Australia component teams. The purpose of these planning meetings was to enable a good level of understanding of the group's business, its core strategy, and a discussion of the significant risks applicable within each of the components and wider group. The group audit team has continued component visits on a risk focussed and rotational basis to oversee the work performed by our component auditors. The locations visited in the current year were: US (covering Finish Line, Hibbett, DTLR and Shoe Palace), Spain (covering JD Spain and Sprinter), Portugal (covering Sport Zone Portugal), and France (covering Courir). In conjunction with the on-site visits, frequent calls were held between the group and component teams through the year and remote access to relevant documents was provided. Senior members of the group audit team were focussed on overseeing the role of component audit teams, so that a consistent audit approach was applied to the operations in the group business. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 136 # Independent Auditor's Report continued ## 8. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ## 9. Responsibilities of directors As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. ## 10. Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. ## 11. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. ### 11.1 Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: - the nature of the industry and sector, control environment and business performance including the design of the group's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; - the group's own annual assessments of the risks that irregularities may occur either as a result of fraud or error that was approved by the board on 29 April 2025 and 29 April 2026; - results of our enquiries of management, internal audit, the directors and the Audit & Risk Committee about their own identification and assessment of the risks of irregularities, including those that are specific to the group's sector; - any matters we identified having obtained and reviewed the group's documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and - the matters discussed among the audit engagement team including component audit teams and relevant internal specialists, including tax, valuations, IT, and forensic specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: fraud in revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the relevant laws and regulations applicable to the group (including its components) and the sector it operates in, such as UK Companies Act, UK Listing Rules, and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's ability to operate or to avoid a material penalty. We identified the following areas most likely to have such an effect: competition and anti-bribery laws, data protection laws, certain aspects of company legislation recognising the regulated nature of the group's activities, employment law, advertising standards, environmental and health and safety regulations. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 137 ## 11.2. Audit response to risks identified As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws and regulations. Our procedures to respond to risks identified included the following: - reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - enquiring of management, the Audit & Risk Committee, in-house and external legal counsel concerning actual and potential litigation and claims; - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; - reading minutes of meetings of those charged with governance, reviewing internal audit reports, whistleblowing reports and reviewing correspondence with HMRC; - in addressing the potential risk of fraud in revenue recognition, performing a sales to cash reconciliation and testing manual adjustments to revenue against underlying supporting documentation and evaluate whether there was a business rationale for each of the adjustments, and assessing the impact of revenue metrics on key performance indicators or bonus metrics; and - in addressing the potential risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments, assessing whether the judgements made in making accounting estimates are indicative of a potential bias, assessing whether any unidentified related party transactions were identified, and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. ## Report on other legal and regulatory requirements ### 12. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: - the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report. ### 13. Corporate Governance Statement The UK Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the group's compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit: - the directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 51; - the directors' explanation as to its assessment of the group's prospects, the period this assessment covers and why the period is appropriate set out on page 51; - the directors' statement on fair, balanced and understandable set out on page 124; - the board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 45; - the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 99, and - the section describing the work of the Audit & Risk Committee set out on page 96. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 138 # Independent Auditor's Report continued ## 14. Matters on which we are required to report by exception ### 14.1 Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: - we have not received all the information and explanations we require for our audit; or - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. ### 14.2 Directors' remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors' remuneration have not been made or the part of the directors' remuneration report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. ## 15. Other matters which we are required to address ### 15.1 Auditor tenure Following the recommendation of the Audit & Risk Committee, we were appointed by Board of Directors on 24 March 2026 to audit the financial statements for the period ending 31 January 2026 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 3 years, covering the periods ended 3 February 2024 to 31 January 2026. ### 15.2 Consistency of the audit report with the additional report to the Audit Committee Our audit opinion is consistent with the additional report to the Audit & Risk Committee we are required to provide in accordance with ISAs (UK). ## 16. Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R - DTR 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R - DTR 4.1.18R. This auditor's report provides no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R - DTR 4.1.18R. Jane Boardman FCA (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor Manchester, UK 6 May 2026 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Consolidated Income Statement For the 52 weeks ended 31 January 2026 | | Note | 52 weeks to 31 January 2026 | | | Restated(1) 52 weeks to 1 February 2025 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Profit before adjusting items £m | Adjusting items £m | Profit for the period £m | Profit before adjusting items £m | Adjusting items £m | Profit for the period £m | | Revenue | 2 | 12,662 | - | 12,662 | 11,458 | - | 11,458 | | Cost of sales | 4 | (6,711) | - | (6,711) | (6,077) | (9) | (6,086) | | Gross profit | | 5,951 | - | 5,951 | 5,381 | (9) | 5,372 | | Selling and distribution expenses | | (4,388) | - | (4,388) | (3,842) | - | (3,842) | | Administrative expenses | 3, 4 | (560) | (248) | (808) | (520) | (137) | (657) | | Share of profit of equity-accounted investees | 3 | - | - | - | 5 | - | 5 | | Other operating income | 3 | 32 | - | 32 | 25 | - | 25 | | Operating profit | | 1,035 | (248) | 787 | 1,049 | (146) | 903 | | Finance income | 7 | 11 | - | 11 | 27 | - | 27 | | Finance expenses | 4, 8 | (194) | 25 | (169) | (153) | (62) | (215) | | Net finance expense | | (183) | 25 | (158) | (126) | (62) | (188) | | Profit before tax | 3 | 852 | (223) | 629 | 923 | (208) | 715 | | Income tax expense | 9 | (211) | 50 | (161) | (222) | 47 | (175) | | Profit for the period | | 641 | (173) | 468 | 701 | (161) | 540 | | Attributable to equity holders of the parent | | | | 436 | | | 490 | | Attributable to non-controlling interest | | | | 32 | | | 50 | | Basic earnings per ordinary share | 10 | | | 8.63p | | | 9.50p | | Diluted earnings per ordinary share | 10 | | | 8.54p | | | 9.50p | (1) Please refer to Note 41 for further details of the restatement. # Consolidated Statement of Comprehensive Income For the 52 weeks ended 31 January 2026 | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Profit for the period | 468 | 540 | | Other comprehensive income: | | | | Items that may be reclassified subsequently to the Consolidated Income Statement: | | | | Exchange differences on translation of foreign operations | (154) | 28 | | Items that won't be reclassified subsequently to the Consolidated Income Statement: | | | | Fair value movement on financial investments | 19 | 4 | | Total other comprehensive (expense)/income for the period | (135) | 32 | | Total comprehensive income for the period (net of income tax) | 333 | 572 | | Attributable to equity holders of the parent | 337 | 514 | | Attributable to non-controlling interest (Note 29) | (4) | 58 | The accompanying notes form part of these financial statements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 140 # Consolidated Statement of Financial Position As at 31 January 2026 | | Note | As at 31 January 2026 £m | As at 1 February 2025(1) £m | | --- | --- | --- | --- | | Non-current assets | | | | | Intangible assets | 13 | 2,161 | 2,369 | | Property, plant and equipment | 14 | 1,488 | 1,490 | | Investment properties | | - | 3 | | Right-of-use assets | 15 | 2,759 | 2,813 | | Other assets | 16 | 78 | 71 | | Investment in joint venture | | 1 | 1 | | Other investments | 17 | 57 | 38 | | Trade and other receivables | 19 | 1 | 1 | | Deferred tax assets | 27 | 34 | 32 | | Total non-current assets | | 6,579 | 6,818 | | Current assets | | | | | Inventories | 18 | 2,017 | 2,021 | | Trade and other receivables | 19 | 298 | 277 | | Income tax receivables | | 43 | 55 | | Cash and cash equivalents | 20 | 854 | 731 | | Current assets excluding held-for-sale | | 3,212 | 3,084 | | Assets held-for-sale | 37 | - | 57 | | Total current assets | | 3,212 | 3,141 | | Total assets | | 9,791 | 9,959 | | Current liabilities | | | | | Interest-bearing loans and borrowings | 21 | (32) | (88) | | Lease liabilities | 15 | (516) | (493) | | Trade and other payables | 24 | (1,470) | (1,583) | | Put and call option liabilities | 25 | (39) | (188) | | Provisions | 26 | (40) | (10) | | Income tax liabilities | | (30) | (20) | | Current liabilities excluding held-for-sale | | (2,127) | (2,382) | | Liabilities held-for-sale | 37 | - | (50) | | Total current liabilities | | (2,127) | (2,432) | | Non-current liabilities | | | | | Interest-bearing loans and borrowings | 21 | (510) | (591) | | Lease liabilities | 15 | (2,622) | (2,566) | | Other payables | 24 | (108) | (145) | | Put and call option liabilities | 25 | (816) | (669) | | Provisions | 26 | (50) | (29) | | Deferred tax liabilities | 27 | (118) | (155) | | Total non-current liabilities | | (4,224) | (4,155) | | Total liabilities | | (6,351) | (6,587) | | Net assets | | 3,440 | 3,372 | | Capital and reserves | | | | | Issued ordinary share capital | 28 | 3 | 3 | | Share premium | 28 | 468 | 468 | | Treasury reserve | 28 | (66) | - | | Capital redemption reserve | 28 | 0 | - | | Retained earnings | | 2,880 | 2,633 | | Fair value reserve of financial assets at FVOCI | 28 | 23 | - | | Share-based payment reserve | 28 | 9 | 4 | | Foreign currency translation reserve | 28 | (27) | 91 | | Put and call option reserve | 28 | (300) | (277) | | Total equity attributable to equity holders of the parent | | 2,990 | 2,922 | | Non-controlling interest | 29 | 450 | 450 | | Total equity | | 3,440 | 3,372 | (1) During FY26 and in the 12 months following the acquisition of Courir, new information has been obtained which provides clarity on the existence of accruals of £3 million and provisions of £2 million that were not reflected within the initial acquisition accounting. This information pertains to facts and circumstances that existed at the date of acquisition, therefore we have revised the acquisition accounting to reflect these balances in accordance with IFRS 3. This has resulted in an increase in goodwill of £5 million. The accompanying notes form part of these financial statements. These financial statements were approved by the Board of Directors on 6 May 2026 and were signed on its behalf by: Régis Schultz Director Registered number: 1888425 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Consolidated Statement of Changes in Equity For the 52 weeks ended 31 January 2026 | | Ordinary share capital £m | Share premium £m | Treasury reserve^{(1)} £m | Capital redemption reserve^{(2)} £m | Retained earnings £m | Fair value reserve of financial assets at FVOC^{(3)} £m | Put and call option reserve £m | Share-based payment reserve £m | Foreign currency translation reserve £m | Total equity attributable to equity holders of the parent £m | Non-controlling interest £m | Total equity £m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at 3 February 2024 | 3 | 468 | - | - | 2,214 | - | (302) | 3 | 71 | 2,457 | 412 | 2,869 | | Profit for the period | - | - | - | - | 490 | - | - | - | - | 490 | 50 | 540 | | Other comprehensive income: | | | | | | | | | | | | | | Exchange differences on translation of foreign operations | - | - | - | - | - | - | - | - | 20 | 20 | 8 | 28 | | Fair value movement on financial investments (Note 17) | - | - | - | - | 4 | - | - | - | - | 4 | - | 4 | | Total comprehensive income for the period | - | - | - | - | 494 | - | - | - | 20 | 514 | 58 | 572 | | Dividends to equity holders (Note 30) | - | - | - | - | (48) | - | - | - | - | (48) | - | (48) | | Lapsed and disposed put options held by non-controlling interests (Note 25) | - | - | - | - | (10) | - | 25 | - | - | 15 | - | 15 | | Acquisition of non-controlling interest (Note 11) | - | - | - | - | (17) | - | - | - | - | (17) | (16) | (33) | | Divestment of non-controlling interest | - | - | - | - | - | - | - | - | - | - | (4) | (4) | | Share-based payment charge (Note 33) | - | - | - | - | - | - | - | 1 | - | 1 | - | 1 | | Balance at 1 February 2025 | 3 | 468 | - | - | 2,633 | - | (277) | 4 | 91 | 2,922 | 450 | 3,372 | | Profit for the period | - | - | - | - | 436 | - | - | - | - | 436 | 32 | 468 | | Other comprehensive income: | | | | | | | | | | | | | | Exchange differences on translation of foreign operations | - | - | - | - | - | - | - | - | (118) | (118) | (36) | (154) | | Fair value movement on financial investments (Note 17) | - | - | - | - | - | 19 | - | - | - | 19 | - | 19 | | Total comprehensive income for the period | - | - | - | - | 436 | 19 | - | - | (118) | 337 | (4) | 333 | | Transfer fair value movement on financial investments | - | - | - | - | (4) | 4 | - | - | - | - | - | - | | Dividends to equity holders (Note 30) | - | - | - | - | (52) | - | - | - | - | (52) | - | (52) | | Additions to put and call options (Note 25) | - | - | - | - | - | - | (27) | - | - | (27) | - | (27) | | Lapsed and disposed put options held by non-controlling interests | - | - | - | - | (4) | - | 4 | - | - | - | - | - | | Treasury shares acquired in the period (Note 10) | - | - | (201) | - | - | - | - | - | - | (201) | - | (201) | | Treasury shares cancelled in the period | - | - | 135 | 0 | (135) | - | - | - | - | - | - | - | | Recognition of non-controlling interest | - | - | - | - | 6 | - | - | - | - | 6 | 5 | 11 | | Divestment of non-controlling interest (Note 12) | - | - | - | - | - | - | - | - | - | - | (1) | (1) | | Share-based payment charge (Note 33) | - | - | - | - | - | - | - | 5 | - | 5 | - | 5 | | Balance at 31 January 2026 | 3 | 468 | (66) | 0 | 2,880 | 23 | (300) | 9 | (27) | 2,990 | 450 | 3,440 | (1) New reserves have arisen in FY26; please see Note 28 for an explanation of their nature and purpose. The accompanying notes form part of these financial statements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Consolidated Statement of Cash Flows For the 52 weeks ended 31 January 2026 | | Note | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | --- | | Cash flows from operating activities | | | | | Profit after taxation | | 468 | 540 | | Adjustments reconciling profit after tax to operating cash flows | | 1,235 | 1,084 | | Cash generated from operations | 35 | 1,703 | 1,624 | | Interest paid | | (32) | (41) | | Lease interest paid | 8, 15 | (149) | (112) | | Income taxes paid | | (165) | (243) | | Net cash from operating activities | | 1,357 | 1,228 | | Cash flows from investing activities | | | | | Interest received | 7 | 11 | 27 | | Proceeds from sale of non-current assets | | 11 | 3 | | Acquisition of intangible assets | | (34) | (28) | | Acquisition of property, plant and equipment | | (367) | (487) | | Acquisition of other non-current assets | | (12) | (19) | | Dividends received from equity-accounted investees | | - | 5 | | Cash consideration of disposals (net of cash disposed) | 12 | 0 | 95 | | Acquisition of subsidiaries (net of cash acquired) | 11 | - | (1,090) | | Net cash used in investing activities | | (391) | (1,494) | | Cash flows from financing activities | | | | | Repayment of interest-bearing loans and borrowings | | (463) | (501) | | Drawdown of interest-bearing loans and borrowings | | 407 | 865 | | Payment of arrangement fees on new financing | | (7) | - | | Repayment of principal portion of lease liabilities | 15, 34 | (508) | (420) | | Acquisition of non-controlling interests | | - | (37) | | Equity dividends paid | 30 | (52) | (48) | | Share buyback | | (201) | - | | Cash received on equity transactions | 12 | 11 | - | | Net cash used in financing activities | | (813) | (141) | | Net increase / (decrease) in cash and cash equivalents | 34 | 153 | (407) | | Cash and cash equivalents at the beginning of the period | 34 | 695 | 1,102 | | Foreign exchange losses on cash and cash equivalents | 34 | (12) | 0 | | Cash and cash equivalents at the end of the period | 34 | 836 | 695 | The accompanying notes form part of these financial statements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 143 # Notes to the Consolidated Financial Statements ## 1. Basis of Preparation ### General Information JD Sports Fashion Plc (the 'Company') is a company incorporated in the United Kingdom and registered in England and Wales. The Consolidated Financial Statements for the 52-week period ended 31 January 2026 represent those of the Company and its subsidiaries (together referred to as the 'Group'). The comparative period is a 52-week period ended 1 February 2025. The financial statements were authorised for issue by the Board of Directors on 6 May 2026. ### Basis of Preparation The Group financial statements have been prepared in accordance with UK-adopted International Accounting Standards and in conformity with the requirements of the Companies Act 2006. The financial statements are presented in Pounds Sterling, and amounts are rounded to the nearest million, unless otherwise indicated. The financial statements have been prepared on a going concern basis and under the historical cost convention, except for the revaluation of certain financial instruments, as described in the accounting policies below. The accounting policies set out in these financial statements have been applied consistently to all periods presented and have been applied consistently by all entities within the Group. The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report on pages 2 to 81. Information about the Group's financial instruments and its exposure to interest rate, foreign currency, credit and liquidity risks is provided in Note 23. ### Refinancing #### Term Loan On 8 July 2025 the Group entered into a new Term Loan facility for a total commitment of $700 million for the purpose of refinancing the existing Term Loan, which was drawn for the acquisition of Hibbett Inc in July 2024. From the original Term Loan of $1 billion the balance of $700 million was refinanced and the new facility was drawn in full. The counterparties to the new Term Loan comprise a larger syndicate of 10 banks, representing an increase on the lender group under the previous facility. The term of the facility is three years and expires on 8 July 2028 followed by two one-year extension options subject to lender consent and the loan is being accounted for as a three year arrangement. As these are contingent on third-party agreement rather than being contractual rights of the Group, they are not considered to be embedded derivatives or loan commitments. The Group is subject to covenants on net debt leverage and a fixed charge cover. The interest rate payable on the loan is at one, three or six month intervals (at the Group's discretion) at a rate of SOFR (Secured Overnight Financing Rate) plus a margin of 1%. On an IFRS 16 basis, the Group reported net debt of £2,827 million, including lease liabilities of £3,138 million, equating to a net leverage ratio of 1.4x. Including the Genesis put option liability, net debt increases by £787 million, resulting in a net leverage ratio of 1.9x, which remains within the Group's investment grade parameters. The Group continues to maintain a strong balance sheet, supported by significant liquidity headroom. As at 31 January 2026 this facility encompassed cross-guarantees between the Company, JD Sports Fashion Europe Holdings Limited, Genesis Holdings Inc, Hibbett Retail Inc, The Finish Line Inc, The Finish Line USA Inc, Shoe Palace Corporation, DTLR Inc, Sprinter Megacentros del Deporte SL, JD Spain Sports Fashion 2010 SL, JD Sports Fashion Australia PTY Ltd, JD Sports Fashion SRL and John David Sports Fashion (Ireland) Limited. ### Bank Facilities As at 31 January 2026 the Group had a £1 billion syndicated Revolving Credit Facility ('RCF'). This was refinanced on 8 July 2025 and the previous £700 million RCF and $300 million Asset Based Lending facility were cancelled at this time. The borrowers on this facility are JD Sports Fashion Plc, JD Sports Fashion Europe Holdings Limited and Genesis Holdings Inc. The counterparties to the new revolving credit facility (RCF) comprise a larger syndicate of 10 banks, representing an increase on the lender group under the previous facility. The term of the facility is five years and expires on 8 July 2030 followed by two one-year extension options subject to lender consent. As these are contingent on third-party agreement rather than being contractual rights of the Group, they are not considered to be embedded derivatives or loan commitments. The Group is subject to covenants on net debt leverage and a fixed charge cover. The interest rate payable on the loan is at one, three or six month intervals (at the Group's discretion) at a base rate applicable to the currency of the loan plus a margin of 0.8%. The facility is available to draw in GBP, EUR and USD. As at 31 January 2026 this facility encompassed cross-guarantees between the Company, JD Sports Fashion Europe Holdings Limited, Genesis Holdings Inc, Hibbett Retail Inc, The Finish Line Inc, The Finish Line USA Inc, Shoe Palace Corporation, DTLR Inc, Sprinter Megacentros del Deporte SL, JD Spain Sports Fashion 2010 SL, JD Sports Fashion Australia PTY Ltd, JD Sports Fashion SRL and John David Sports Fashion (Ireland) Limited. As the new Term Loan and RCF refinanced existing drawn balances, there was no net cash movement at the date of refinancing, other than the settlement of accrued interest and transactions fees, the latter having been capitalised to be amortised to the income statement over the remaining term of the facilities. The refinancing has been assessed as a modification of the existing liabilities, as no substantive cash flows occurred and, other than an increase in the size of the lender syndicate, the counterparties remained unchanged. Further details included in Note 21. --- Notes to the Consolidated Financial Statements continued ## 1. Basis of Preparation continued ### Going Concern The Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the Group and Company financial statements. This conclusion is based on the following considerations: At 31 January 2026 the Group had a total cash and cash equivalents balance of £836 million (1 February 2025: £695 million) (see Note 34). As noted above, during the period the Group refinanced its syndicated bank borrowing facility, increasing total committed facility to £1 billion, from £700 million as at 1 February 2025. The facility has a maturity date of 8 July 2030, and includes two one-year extension options, subject to lender consent (see Note 21). As at 31 January 2026 £13 million of these facilities had been drawn down (1 February 2025: £36 million). In addition, the Group entered into a new US Term Loan Facility Agreement with total commitments of $700 million. The new facility was drawn in full on inception and has a three-year term, maturing on 8 July 2028, followed by two one-year extension options subject to lender consent (see Note 21). The total liquidity from cash and available facilities is c.£1.8 billion at 31 January 2026 (1 February 2025: c.£1.8 billion). These facilities are subject to certain covenants as noted above. The Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Directors have prepared cash flow forecasts for the Group covering a period of at least 12 months from the date of approval of the Group and Company financial statements, including a range of severe but plausible downside scenarios. These forecasts indicate that the Group and Company will be able to operate within the level of its agreed facilities and in compliance with applicable covenants. The Directors have prepared severe but plausible downside scenarios which cover the same period as the base case. An increase of US cost of goods arising from geopolitical uncertainty has been considered, in addition to a range of reasonably plausible downside scenarios for the purposes of viability reporting. This has considered the specifics of a significant business continuity event adversely impacting one of the Group's main Distribution Centres (Kingsway) across the Q4 FY27 peak trading period; a significant cyber-attack resulting in a significant proportion of the Group's online sales platforms being unable to trade for a period of two months, impacting the peak trading period of December 2026; and a severe but plausible reduction in the allocation of inventory, or business interruption impacting the availability of inventory, from one of our key sports fashion suppliers. The forecast cash flows reflecting the above scenarios individually indicate that there remains sufficient headroom for the Group to operate within the committed facilities and to comply with all relevant banking covenants during the forecast period (further details of which are contained in Note 21). Furthermore, mitigating actions within the Group's control could be taken, should these severe but plausible scenarios occur, including reductions in capital expenditure, discretionary spend, dividends and share buybacks. These mitigating actions have not been modelled. A reverse stress test has also been performed on the base forecasts which indicates that a combination of the above severe but plausible scenarios all occurring at the same time would be required for the Group to breach a covenant before consideration of mitigating actions. A combination of all the factors above would not exhaust liquidity. This is not considered to be a plausible scenario, as the combination of all scenarios simultaneously is considered to be exceptionally remote. The Directors have considered all of the factors noted above and are confident that the Group has adequate resources to continue to meet all liabilities as and when they fall due for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis. ## Basis of Consolidation ### I. Consolidation The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries as at 31 January 2026. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: - power of the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); - exposure, or rights, to variable returns from its involvement with the investee; and - the ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: - the contractual arrangement(s) with the other vote holders of the investee; - rights arising from other contractual arrangements; - the Group's voting rights and potential voting rights. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the Consolidated Financial Statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (‘OCI') are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in the Consolidated Income Statement. Any investment retained is recognised at fair value. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 1. Basis of Preparation continued ### Basis of Consolidation continued #### II. Associates and Joint Ventures The Group's interests in equity accounted investees comprise interests in associates and joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control over the financial and operating policies. Interests in associates and joint ventures are accounted for using the equity method and are initially recognised at cost and subsequently a provision for impairment is recognised where appropriate. Subsequent to initial recognition, the Consolidated Financial Statements include the Group's share of the profit or loss and other comprehensive income of equity accounted investees, until the date on which significant influence or joint control ceases. #### III. Transactions Eliminated on Consolidation Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the Consolidated Financial Statements. #### IV. Employee Benefit Trust An Employee Benefit Trust is operated by the Group and Company and is considered to be a special purpose entity in which the substance of the relationship is that of control by the Group in order that the Group may benefit from its control. The assets held by the trust are consolidated into the Group. ##### Changes in Ownership Interest Without a Loss of Control In accordance with IFRS 10 'Consolidated Financial Statements', upon a change in ownership interest in a subsidiary without a loss of control, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the parent. Acquisitions or disposals of non-controlling interests are therefore accounted for as transactions with owners in their capacity as owners and no goodwill is recognised as a result of such transactions. ##### Alternative Performance Measures The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by UK-adopted International Financial Reporting Standards ('IFRS'). These Alternative Performance Measures ('APMs') may not be directly comparable with other companies' APMs and the Directors do not intend these to be a substitute for, or superior to, IFRS measures. The Directors believe that these Alternative Performance Measures assist in providing additional useful information on the trading performance of the Group. APMs are used to enhance the comparability of information between reporting periods, by accounting for adjusting items. Adjusting items are disclosed separately when they are considered unusual in nature and not reflective of the trading performance and profitability of the Group. The separate reporting of adjusting items, which are presented as adjusting within the relevant category in the Consolidated Income Statement, helps provide an indication of the Group's trading performance. An explanation as to why items have been classified as adjusting is given in Note 4. Further information can be found in the Alternative Performance Measures section on pages 222 to 228. APMs have been updated following a comprehensive review and refresh of the Group's Key Performance Indicators ('KPIs') during the year, particularly in relation to non financial measures. The updated KPIs are intended to better reflect how the business is managed and how performance is assessed against the Group's strategic priorities. Please refer to the Key Performance Indicators section for further detail. As a result, certain APM definitions and adjustments have been revised to ensure alignment with the updated KPI framework. Prior period comparatives have been disclosed, where appropriate, to maintain consistency and comparability. ##### Adoption of New and Revised Standards The following new standards and amendments became effective for the period ended 31 January 2026. These have no significant impact on the consolidated results or financial position. - Amendments to IAS 21 – Lack of Exchangeability; and - IFRS Practice Statement 1 – Management Commentary (revised). At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and revised standards and amendments that have been issued but are not yet effective: - Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (effective for periods commencing from 1 January 2026); - Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (effective for periods commencing from 1 January 2026); - Annual Improvements to IFRS Accounting Standards – Volume 11 (effective for periods commencing from 1 January 2026); - IAS 21 – Translation to a Hyperinflationary Presentation Currency (effective for periods commencing from 1 January 2026); - IFRS 18 Presentation and Disclosures in Financial statements (effective for periods commencing from 1 January 2027); and - IFRS 19 Subsidiaries without Public Accountability (effective for periods commencing from 1 January 2027). IFRS 18 will introduce five new requirements on presentation and disclosure in the financial statements, with a focus on the income statement and reporting of financial performance. Income and expenses in the income statement will be classified into five categories – operating, investing, financing, income taxes and discontinued operations. Two new sub-totals will be presented: 'Operating profit or loss' and 'Profit or loss before financing and income tax'. IFRS 18 will also require disclosures about management-defined performance measures in the financial statements and disclosure of information based on enhanced general requirements on aggregation and disaggregation. The Group will apply the new standard for its financial period commencing 31 January 2027 and ending 29 January 2028, in line with the IFRS 18 mandatory effective date of periods commencing after 1 January 2027. Retrospective application is required, and so the comparative information for the financial period ending 30 January 2027 will be restated in accordance with IFRS 18. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 1. Basis of Preparation continued The Group is currently assessing the impact of IFRS 18 and expects changes to presentation of the statement of profit or loss. The Group's assessment is not yet final and further changes upon the implementation of IFRS 18 may be required. The Group continues to monitor the potential impact of other new standards and interpretations which may be endorsed and require adoption by the Group in future reporting periods. ## Accounting Policies ### Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of price discounts and sales-related taxes. ### I. Goods Sold Through Retail Stores In the case of goods sold through retail stores, revenue is recognised when goods are sold, meaning the performance obligation of the transaction has been satisfied, less provision for returns, and discounts applied. A separate right of return asset is recognised. Accumulated experience is used to estimate and provide for such returns at the time of the sale. The refund liability due to customers on return of their goods is recognised in a separate refund liability category. Retail sales are typically paid by cash, debit card or credit card. For online sales, performance obligations are deemed to be satisfied when the goods are delivered to the customer. For online click and collect orders, where the customer pays online but collects in store, performance obligations are deemed to be satisfied when the goods are collected by the customer. ### JD Status JD Cash issued by the Group when a JD Status customer purchases goods is a separate performance obligation providing a material right to a future discount. The total sales price of goods is allocated to JD Cash and goods sold based on their relative standalone selling prices. The amount allocated to JD Cash is provided for as a contract liability in trade and other payables. This deferred income is then recognised when JD Cash is used by the JD Status member. ### II. Wholesale Revenue Wholesale revenue is recognised when goods are dispatched, meaning that the performance obligations have been met and control over a product has passed to the customer. In some instances, goods are sold with a right of return. Where wholesale goods are sold with a right of return, a provision is made to estimate the expected level of returns based on accumulated experience and historical rates. The refund liability due to customers on return of their goods is recognised in a separate refund liability category. Wholesale sales are either settled by cash received in advance of the goods being dispatched or made on agreed credit terms. ### III. Subscription and Joining Fee Revenue Revenue from the sale of fitness and leisure club memberships is recognised in the period the membership relates to. This revenue is recognised over time, on a straight-line basis over the expected duration of the membership. For new club openings, memberships are sold and joining fees are collected in the period before the new club is opened. Membership income received in advance of the club opening is deferred until the club is open and then recognised on an accruals basis over the related membership period. ### IV. Gift Cards The initial sale of a gift card is treated as an exchange of tender, with the revenue recognised when the cards are redeemed by the customer. Revenue from gift card breakage is recognised when the likelihood of the customer utilising the gift card becomes remote. The liability relating to gift cards not yet redeemed is included within other payables and accrued expenses. ### Cost of Sales Cost of sales comprises the direct costs attributable to goods sold during the period. This includes: - Purchase cost of inventory, net of supplier rebates, marketing contributions and discounts, together with directly attributable costs incurred in bringing inventory to its present location and condition; - Inventory shrinkage and stock losses recognised during the period; - Inventory provisions and movements in provisions for obsolescence and markdowns; and - Inbound freight, import duties and other logistics costs associated with transporting goods to the Group's distribution centres and retail stores. See note 41 for further details on this. Supplier rebates, discounts and marketing contributions received from suppliers are recognised as a reduction in cost of sales where it is probable that the amounts will be received and can be measured reliably. Costs that are not directly attributable to bringing inventory to its present location and condition are recognised within operating expenses and are not included in cost of sales. These include general administrative expenses, selling costs, store operating expenses (such as depreciation on right-of-use assets, staff costs and utilities), fulfilment and distribution costs associated with delivering goods directly from distribution centres to customers, including online sales and 'Click & Collect' orders. ### Selling and Distribution Expenses Selling and distribution expenses are classified based on their function within the Group. Selling and distribution expenses include all costs directly associated with the marketing, selling, and fulfilling customer orders for the Group's goods and services. These expenses include advertising and promotional activities, store-related operating costs, online and multichannel customer fulfilment costs, and other costs incurred in supporting customer transactions and delivery to end customers. Depreciation and amortisation of all assets used are included within selling and distribution expenses. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 147 # Notes to the Consolidated Financial Statements continued ## 1. Basis of Preparation continued ### Accounting Policies continued #### Administrative Expenses Administrative expenses comprise overhead costs that are not directly attributable to specific sales, stores or distribution operations. These primarily relate to support functions at Head Office and within the Group's operating businesses, including finance, human resources, procurement, property, legal, and IT. In addition, certain non-recurring or judgement-based charges, such as impairments of operational assets, are presented within administrative expenses where they reflect strategic decisions or significant changes in expected asset utility. While such assets may support commercial functions (e.g. distribution centres), the classification of impairment within administrative expenses ensures clarity and consistency in distinguishing between underlying operational costs and adjusting items. #### Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method and comprises purchase costs and other directly attributable costs incurred in bringing inventories to their present location and condition, including directly attributable freight, handling and distribution costs relating to the movement of inventory from the distribution centres to stores. An element of supplier rebates is deferred into inventory and released on a straight-line basis as the related inventory is sold. The Group makes provisions for obsolescence, mark downs and shrinkage based on historical experience, the quality of the current season buy, market trends and management estimates of future events. The provision requires estimates for shrinkage, the expected future selling price of items and identification of aged and obsolete items. #### Share-Based Payments The Executive Directors and senior management receive an element of remuneration in the form of share-based payments. Share-based payments are measured at fair value at the grant date which is determined by the share price on the day preceding the grant date. The cost of share-based payments is recognised as an expense, together with a corresponding increase in equity, on a straight-line basis over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. Further information is available in the Directors' Remuneration Report on pages 104 to 123 and in Note 5. An Employee Benefit Trust ('EBT') has been established to facilitate the acquisition of ordinary shares to fund share awards made to employees. The assets and liabilities of the EBT have been included in the Group and Company accounts. The assets of the EBT are held separately from those of the Company. The Group Consolidated Statement of Comprehensive Income does not recognise gains or losses on purchases or sales of own shares. The cost of shares acquired by the EBT is recognised within equity. The Trustee of the EBT has agreed to waive its rights to any and all dividends paid. #### Foreign Currency Translation Transactions included in the results of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Consolidated Financial Statements are presented in Sterling, which is the presentational currency of the Parent Company and of the Group. In the individual entities, transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the dates of the individual transactions. Monetary assets and liabilities denominated in foreign currencies are subsequently retranslated at the rate of exchange ruling at the end of the reporting period. All differences are taken to the Consolidated Income Statement. The assets and liabilities of foreign operations are translated into Sterling at the rate of exchange ruling at the end of the reporting period. The income statements and cash flows of foreign operations are translated into Sterling at the average rates of exchange for the period, as exchange rates do not fluctuate significantly. Exchange differences arising are recognised as a separate component of shareholders' equity, in the foreign currency translation reserve. #### Assets Held-for-Sale and Disposals Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if all of the following criteria is met in line with IFRS 5. - The carrying amount is expected to be recovered through the sale transaction - It is available for sale in its present condition - The Group had committed to sell and this sale plan had been initiated - It is being actively marketed at a price that is reasonable in relation to its fair value - There is an expectation that the sale process would be completed within 12 months of the classification as held-for-sale. Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro-rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets or investment property, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognised in the Consolidated Income Statement. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated. On disposal, the balances are derecognised and the profit or loss on disposal is recognised in the Consolidated Income Statement as an adjusting item. #### Supplier Rebates Supplier rebates include promotion cost contributions and marketing initiative support and are recognised in the Consolidated Financial Statements when they are contractually agreed with the supplier and can be reliably measured. Such rebates typically relate to the launch of such initiatives and therefore rebate income is typically recognised as a reduction to cost of sales across the period in which launch costs are recognised. Contributions towards store fixtures are recognised as a credit within the Consolidated Income Statement within the period in which they are received. Other rebates are agreed with suppliers retrospectively once specific targets have been achieved and recognised after the end of the relevant supplier's financial year. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 148 # Notes to the Consolidated Financial Statements continued ## 1. Basis of Preparation continued ### Accounting Policies continued #### Climate Change In preparing the Consolidated Financial Statements, the Group has considered the potential impact of climate change, particularly in the context of the climate-related risks identified in the Task Force on Climate-related Financial Disclosures ('TCFD') section as set out on pages 54 to 61, on its financial performance and position. There has been no material impact identified on the financial reporting judgements and estimates. In particular, the Group considered the impact of climate change in respect of forecast cash flows for the purposes of impairment assessments of non-current assets, and the useful lives of certain assets. Whilst there is currently little short to medium-term impact expected from climate change, the Directors are aware of the changing nature of risks associated with climate change and will regularly assess these risks against judgements and estimates made in preparation of the Group's financial statements. #### Critical Accounting Judgements and Key Sources of Estimation Uncertainty The preparation of financial statements in conformity with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements and estimates about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. #### Critical Accounting Judgements The following are critical judgements, apart from those involving estimations (which are presented separately below), that management have made in the process of applying the Group's accounting policies and that have the most effect on the amounts recognised in the Consolidated Financial Statements. ##### Adjusting Items Management exercises significant judgement in assessing whether items should be classified as adjusting items. This assessment covers the nature of the item, cause of occurrence and/or scale of impact of that item on the reported performance. In determining whether an item should be presented as adjusting, the Group considers items which are significant because of either their size or their nature which management believe would distort an understanding of earnings if not separately presented. An explanation as to why items have been classified as adjusting is given in Note 4. Further information about metrics that the Group utilise which exclude adjusting items can be found in the Alternative Performance Measures section on pages 222 to 228. ##### Key Sources of Estimation Uncertainty The key assumptions about the future, and other key sources of estimation uncertainty at the reporting period end, that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial period are discussed below: ##### Genesis Put and Call Option Genesis Put and Call Option agreements that allow the Group's equity partners to require the Group to purchase a non-controlling interest are recorded in the consolidated balance sheet initially at the present value of the redemption amount, in accordance with IAS 32 'Financial Instruments: Presentation'. On initial recognition, the corresponding amount is recognised against the put and call option reserve. Changes in the measurement of the financial liability due to the unwinding of the discount or changes in the amount that the Group could be required to pay are recognised within finance expenses through the adjusting items column in the Consolidated Income Statement. If the contract expires without delivery, the carrying amount of the financial liability is reclassified to equity, otherwise the financial liability is derecognised for the amount settled. The key significant option outstanding as at 31 January 2026 relates to the Group's North American sub-group, Genesis. The Genesis put liability at 31 January 2026 was £787 million (2025: £831 million). The Group uses a third-party valuation expert to independently determine the present value of the exercise price of the Genesis put and call options. The approach uses a Monte-Carlo simulation model applying a geometric Brownian motion to project the share price and an arithmetic Brownian motion for the projection of EBITDA forecasts. See Note 25 for the full accounting policy. The critical estimate used to value the put and call option liability is the EBITDA forecasts and growth assumptions for future periods. Further information about the sensitivities used can be found in Note 25. ##### Goodwill Impairment The Group considers certain inputs used in the impairment testing of goodwill and indefinite-lived intangible assets to be a key source of estimation uncertainty due to the level of judgement involved in determining recoverable amounts. In the current year this relates only to the Complementary goodwill group of cash-generating units ('CGUs'). The recoverable amount of cash-generating units CGUs and groups of CGUs is determined based on value-in-use calculations. These calculations require the use of estimates and assumptions, in particular long-term growth rates used to extrapolate cash flows beyond the forecast period and discount rates applied to future cash flows (derived from the Group's weighted average cost of capital). These assumptions are inherently judgemental and are sensitive to changes in economic and market conditions. Further detail on the key assumptions used and sensitivity analysis is provided in Note 13. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 2. Segmental Analysis In accordance with IFRS 8 'Operating Segments', the Group identifies and reports operating segments based on the internal management reports that are regularly reviewed by the Group's Chief Operating Decision Maker ('CODM') for the purpose of allocating resources and assessing segment performance. The Board has determined that the CODM is the Chief Executive Officer of JD Sports Fashion Plc. The internal management reports provided to the CODM present financial information by business segment, which reflects the Group's organisational structure and the way in which the Group's operations are managed and monitored. Segments are identified based on the distinct nature of their products, services and geographical presence, as well as the financial information used by the CODM to make strategic decisions. The performance of each operating segment is assessed using measures such as revenue, operating profit before adjusting items and other key financial metrics, which are consistent with those included in the Group's internal management reporting and regularly reviewed by the CODM. Certain central administrative costs, including Group Directors' remuneration, are allocated to the JD UK operating segment. This treatment is consistent with the basis on which segment results are reported to and reviewed by the CODM. IFRS 8 requires disclosure of information regarding revenue from major customers. The majority of the Group's revenue is derived from the retail of a wide range of apparel, footwear and accessories to a large and diverse customer base. As such, the disclosure of revenues from major customers is not applicable. The Group's reportable segments under IFRS 8 are 'JD', 'Complementary Athleisure' and 'Sporting Goods and Outdoors'. In accordance with IFRS 8.12, the Group has aggregated several operating segments with similar economic characteristics into each of the reportable segments, while remaining consistent with core principles of IFRS 8. During the period, the Group renamed its 'Complementary Concepts' reporting segment to 'Complementary Athleisure' to better reflect the nature of the businesses included within the segment. There was no change to the composition of the reportable segments or to previously reported segment financial information. When aggregating operating segments into reportable segments, the Group considered: - IFRS 8.12.a the nature of products or services; - IFRS 8.12.c the type or class of customer; and - IFRS 8.12.d the methods used to distribute their products. A summary of each reportable segment is below: ## JD The JD segment is the Group's primary focus and includes the core JD brand, which operates as a leading retailer of sports fashion footwear, apparel and accessories. The segment's growth strategy is primarily driven by the expansion of JD stores in North America, Europe and APAC, with entry into other markets through franchise. Entities within this segment share similar economic characteristics, target a similar demographic, and offer a consistent product mix of international sports fashion brands and private labels. ## Complementary Athleisure This segment comprises businesses that provide access to a broader customer base and maintain a segmented customer focus. It includes Community fascias in North America and the Courir and Marketing Investment Group ('MIG') businesses in Europe. These entities target different demographics and local trends compared with the JD segment. The product and service offering is tailored to local preferences, and the customer base is distinct from the other Group segments. ## Sporting Goods and Outdoors This segment includes specialist retailers focused on technical products for sporting and outdoor pursuits, targeting an older and/or family-oriented demographic. The product offering and customer base of the Iberian Sports Retail Group ('ISRG'), Cosmos and Outdoor brands differ from the more style-focused JD and Complementary Athleisure segments. ## Geographical and Channel Information Further analysis of revenue by geographical market, sales channel and product category is provided in the tables that follow, in line with IFRS 8 requirements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 2. Segmental Analysis continued Information regarding the Group's reportable segments for the 52 weeks to 31 January 2026 is shown below. The balances presented are the key performance metrics assessed by the CODM. | Income statement | JD £m | Complementary Athleisure £m | Sporting Goods and Outdoors £m | Total £m | | --- | --- | --- | --- | --- | | Revenue | 7,945 | 3,208 | 1,509 | 12,662 | | Gross profit before adjusting items | 3,779 | 1,500 | 672 | 5,951 | | Gross margin before adjusting items | 47.6% | 46.7% | 44.5% | 47.0% | | Operating costs before adjusting items | (3,115) | (1,224) | (577) | (4,916) | | Operating profit before adjusting items | 664 | 276 | 95 | 1,035 | | Operating margin before adjusting items | 8.4% | 8.6% | 6.3% | 8.2% | | Net finance expense | (124) | (45) | (14) | (183) | | Profit before tax and adjusting items | 540 | 231 | 81 | 852 | | Inventories | JD £m | Complementary Athleisure £m | Sporting Goods and Outdoors £m | Total £m | | --- | --- | --- | --- | --- | | Inventories | 1,007 | 662 | 348 | 2,017 | | Other segment information | Note | JD £m | Complementary Athleisure £m | Sporting Goods and Outdoors £m | Total £m | | --- | --- | --- | --- | --- | --- | | Capital expenditure: | | | | | | | Intangible assets (software development) | 13 | 25 | 4 | 5 | 34 | | Property, plant and equipment | 14 | 269 | 84 | 32 | 385 | | Depreciation, amortisation and impairments: | | | | | | | Amortisation of intangible assets (adjusting items) | 13 | 7 | 54 | 8 | 69 | | Amortisation of intangible assets (non-adjusting items) | 13 | 33 | 10 | 5 | 48 | | Depreciation of property, plant and equipment | 14 | 178 | 78 | 31 | 287 | | Depreciation of right-of-use assets | 15 | 329 | 173 | 60 | 562 | | Impairment of non-current assets (adjusting items) | | 62 | 42 | 4 | 108 | | Impairment of non-current assets (non-adjusting items) | | 14 | 1 | 1 | 16 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 2. Segmental Analysis continued The comparative segmental results for the 52 weeks to 1 February 2025 are shown below: | Income statement | Restated (1) JD £m | Restated (2) Complementary Athleisure £m | Restated (3) Sporting Goods and Outdoors £m | Restated (4) Total £m | | --- | --- | --- | --- | --- | | Revenue | 7,798 | 2,165 | 1,495 | 11,458 | | Gross profit before adjusting items | 3,742 | 976 | 663 | 5,381 | | Gross margin before adjusting items | 48.0% | 45.1% | 44.3% | 47.0% | | Operating costs before adjusting items | (2,997) | (763) | (572) | (4,332) | | Operating profit before adjusting items | 745 | 213 | 91 | 1,049 | | Operating margin before adjusting items | 9.6% | 9.8% | 6.1% | 9.2% | | Net finance expense | (86) | (24) | (16) | (126) | | Profit before tax and adjusting items | 659 | 189 | 75 | 923 | (1) Please see Note 41 for further details of the restatement. | Inventories | JD £m | Complementary Athleisure £m | Sporting Goods and Outdoors £m | Total £m | | --- | --- | --- | --- | --- | | Inventories | 1,009 | 651 | 361 | 2,021 | | Other segment information | Note | JD £m | Complementary Athleisure £m | Sporting Goods and Outdoors £m | Total £m | | --- | --- | --- | --- | --- | --- | | Capital expenditure: | | | | | | | Intangible assets (software development) | 13 | 21 | 1 | 6 | 28 | | Property, plant and equipment | 14 | 397 | 44 | 37 | 478 | | Depreciation, amortisation and impairments: | | | | | | | Amortisation of intangible assets | 13 | 53 | 29 | 15 | 97 | | Depreciation of property, plant and equipment | 14 | 172 | 27 | 31 | 230 | | Depreciation of right-of-use assets | 15 | 282 | 108 | 68 | 458 | | Impairment of non-current assets (adjusting items) | | 104 | - | - | 104 | | Impairment of non-current assets (non-adjusting items) | | 4 | 4 | 1 | 9 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 2. Segmental Analysis continued ### Geographical Information The following table provides analysis of the Group's revenue by geographical market, based on the geographical location of the company that the product has been shipped from: **Revenue by Region** | Revenue | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | UK | 3,110 | 3,205 | | Europe | 4,246 | 3,510 | | North America | 4,779 | 4,242 | | Asia Pacific | 527 | 501 | | | 12,662 | 11,458 | The revenue from any individual country, with the exception of the UK (2026: £3,110 million; 2025: £3,205 million) and US (2026: £4,617 million; 2025: £4,111 million) is not more than 10% of the Group's total revenue. **Revenue by Channel** | Revenue | 52 weeks to 31 January 2026 £m | Restated(1) 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Retail stores | 9,888 | 8,879 | | Online | 2,638 | 2,453 | | Other(2) | 136 | 126 | | | 12,662 | 11,458 | (1) Online sales include 'Click & Collect' and 'Ship-from-store' as these sales originate on our online platform and are presented to the Chief Operating Decision Maker as online sales. Accordingly, prior year comparatives have been re-presented to conform with the current year presentation. (2) Other relates to revenue from gym memberships, wholesale and commission sales. **Revenue by Category** | Revenue | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Footwear | 7,635 | 6,819 | | Apparel | 3,803 | 3,550 | | Accessories | 835 | 702 | | Other(3) | 389 | 387 | | | 12,662 | 11,458 | (3) Other relates to revenue from sales of outdoor living equipment, delivery income and revenue from gym memberships. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 3. Profit Before Tax | | Note | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | --- | | Profit before tax is stated after charging/(crediting): | | | | | Auditor's remuneration: | | | | | Audit of these financial statements (Deloitte LLP)(1) | | 11 | 14 | | Amounts receivable by the Company's auditor (Deloitte LLP) and its associates in respect of: | | | | | Audit of financial statements of subsidiaries of the Company | | 1 | 1 | | Depreciation and amortisation of non-current assets: | | | | | Depreciation of property, plant and equipment | 14 | 287 | 230 | | Depreciation of right-of-use assets | 15 | 562 | 458 | | Amortisation of intangible assets | 13 | 117 | 97 | | Impairments of non-current assets: | | | | | Property, plant and equipment (adjusting items) | 14 | 23 | 80 | | Property, plant and equipment (non-adjusting items) | 14 | 10 | 2 | | Right-of-use asset (adjusting items) | 15 | 69 | 19 | | Right-of-use asset (non-adjusting items) | 15 | 6 | 7 | | Goodwill & fascia names (adjusting items) | 13 | 15 | 5 | | Other non-current assets (adjusting items) | 16 | 1 | - | | (Gain)/loss on disposal of non-current assets (non-adjusting) | | (3) | 18 | | Other items: | | | | | Movement in the present value of put and call option liabilities (adjusting) | | (29) | 62 | | Movement in the fair value of forward contracts | | 16 | (10) | | Foreign exchange (gain)/loss recognised (non-adjusting) | | (12) | 11 | | Foreign exchange loss recognised (adjusting) | | - | 5 | | Share of associate profit and joint ventures | | - | (5) | | Other operating income(2) | | (32) | (25) | (1) The £11 million audit fee for the period ended 31 January 2026 represents the total audit fee payable to Deloitte LLP for the audit of the Group's financial statements for the period ended 31 January 2026. Of this £11 million audit fee, £5 million represents the costs incurred to the balance sheet date. Fees of £0.1 million were payable to Deloitte LLP in respect of non-audit services for the period ended 31 January 2026. The £14 million audit fee for the period ended 1 February 2025 represents the total audit fee payable to Deloitte LLP for the audit of the Group's financial statements for the period ended 1 February 2025. (2) Other operating income relates to income receivable for online and in-store advertising services, commission income, rental income, sub-lease payments receivable and amounts receivable not in the ordinary course of business. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 4. Adjusting Items The Group exercises judgement in assessing whether items should be classified as adjusting items. This assessment covers the nature of the item, cause of occurrence and scale of impact of that item on the reported performance. In determining whether items should be presented as adjusting items, the Group considers items that are significant because of either their size or their nature which management believe would distort an understanding of earnings if not adjusted. In order for an item to be presented as an adjusting item, it should typically meet at least one of the following criteria: - Impairments of tangible and intangible assets, investments and loan receivables not recoverable - Unusual in nature or outside the normal course of business (for example, the non-cash movement in the present value of put and call options, foreign currency movements on non-trading intercompany balances, and material non-recurring litigation matters) - Items directly incurred as a result of either an acquisition, an anticipated acquisition or a divestment, or arising from a major business change or restructuring programme (including the amortisation of acquired intangible assets, see below for further detail). The separate reporting of items, which are presented as adjusting items within the relevant category in the Consolidated Income Statement, helps provide an indication of the Group's trading performance in the normal course of business. The tax impact of these adjusting items is a tax credit of £50 million (2025: £47 million) as shown on the face of the Consolidated Income Statement. The total charge for the period is £223 million, of which £4 million relates to a net cash outflow and £219 million was a non-cash charge. It is expected there will be a further £44 million cash outflow related to these charges over the next two years, excluding any settlement of put and call options. | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Items as a result of acquisitions, divestments, major business changes or restructuring: | | | | Acquisition-related costs | - | 9 | | Cost of Sales - Adjusting items | - | 9 | | Items as a result of acquisitions, divestments, major business changes or restructuring: | | | | Acquisition-related costs | 12 | 36 | | (Gain)/loss on divestments | - | (78) | | Restructuring | 16 | - | | Integration costs | 18 | 5 | | Amortisation of acquired intangibles | 69 | 57 | | Impairments of tangible and intangible assets and investments: | | | | Impairments of tangible and intangible assets and investments | 119 | 112 | | Items that are unusual in nature or outside the normal course of business: | | | | Provision for litigation | 14 | - | | Foreign exchange movements | - | 5 | | Administrative expenses - Adjusting items | 248 | 137 | | Items that are unusual in nature or outside the normal course of business: | | | | Put and call option (credit)/charge for the period | (29) | 62 | | Joint venture finance costs | 4 | - | | Finance expenses - Adjusting items | (25) | 62 | | Adjusting items | 223 | 208 | ## Acquisition-related costs Acquisition-related costs of £12 million have been recognised in the period in relation to prior period acquisitions (Hibbett and Mainline Menswear). £6 million relates to the acquisition costs incurred in buying out the 20% non-controlling interest ('NCI') in Mainline which completed in November 2024 and a further £6 million of non-cash costs in relation to Hibbett, reflecting the current year impact of acquisition accounting recognised in the prior period. ## Divestments No gains or losses on divestments were recognised in the current period (2025: £78 million gain). In the prior period, the Group disposed of 21.58% of its shareholding in Applied Nutrition. A gain of £51 million arose on disposal (with proceeds of £73 million), together with a £24 million gain recognised on the revaluation of the retained investment at the date of disposal. Net gains on other disposals amounted to £3 million. ## Restructuring Restructuring costs of £16 million have been recognised in the current period (2025: £Nil). These costs relate to provisions recognised in respect of the closure of stores in Germany and the restructuring of the operating model, including support functions, where a constructive obligation existed at the balance sheet date. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 4. Adjusting Items continued ### Integration Costs Integration costs of £18 million have been recognised in the current period (FY25: £5 million) in relation to the integration of the Group's North American businesses following the acquisition of Hibbett. This forms part of a multi-year programme to create an integrated platform to support the nationwide growth of the JD Brand and Community fascias in North America, supported by a more efficient supply chain and back-office infrastructure. Integration and related costs are expected to exceed $35 million, reflecting additional investment in scaling shared services, technology and operational capabilities beyond the initial integration scope, with these incremental investments expected to deliver further synergies as the platform continues to scale. ### Amortisation of acquired intangibles Amortisation of acquired intangibles of £69 million (FY25: £57 million) has been presented as an adjusting item, consistent with the updated policy introduced in the prior year. This has increased year on year due to the annualisation impact of the Hibbett and Courir acquisitions. ### Impairments of tangible and intangible asset and investments The £119m charge in the current period reflects impairments and related costs arising from the ongoing optimisation of the Group's store estate and international footprint. This includes £93 million of impairment charges and £5 million associated costs in respect of stores impacted by the Group's strategic review and store closure programme, £15 million relating to the impairment of the Sizeer fascia, and £6 million of costs associated with the exit of the Derby Distribution Centre lease in FY26 following its closure in FY25. Store impairment charges of £93 million have been recognised in the period along with £5 million associated closure costs, directly reflecting the Group's strategic restructuring of the store portfolio. This includes £63 million in Europe and £28 million relating to Hibbett. As outlined in the CEO report, we are maintaining a disciplined focus on store productivity, including a shift towards "fewer, bigger, better" locations in the UK, alongside targeted optimisation of underperforming stores across Europe. In Hibbett, the charge reflects the planned closure of lower volume, remote stores with a legacy sporting goods offer, which are not aligned with the Group's strategy to improve overall store productivity and optimise the store portfolio over the next three years. The impairment charge arises from updated future cash flow assumptions following the strategic review to ensure that store asset carrying values are aligned to expected future performance. The charge is non cash. The prior year charge of £112 million included significant impairments and closure costs relating to the Derby Distribution Centre and the initial phase of the European store estate review, forming part of the wider European strategy review that has continued into the current year and is reflected in the European impairment charges noted above. ### Provision for litigation During the year, the Group recognised a provision of £14 million in respect of a regulatory matter relating to historical employment practices in the United States. The Group had taken actions in prior periods to strengthen its compliance framework in the relevant areas, including enhancements to policies, processes and governance. ### Put and call option (credit)/charge for the period A £29 million net credit has been recognised, reflecting the movement in the present value of put and call options over non controlling interests. This comprises a £44 million credit in respect of Genesis Topco Inc ('Genesis') the holding company for the Group's North American businesses, and a £15 million charge in relation to Cosmos. The amendment to the Genesis shareholders' agreement in March 2025, which deferred the exercise profile of the options to 2029 and 2030, represents a material change in the period. The resulting credit reflects the impact of this new agreement, updated forecasts for the underlying business, and movements in the USD/GBP exchange rate, which together have reduced the Sterling value of the option liability. The Cosmos charge reflects an increase in the valuation of the option liability, driven by updated valuation assumptions. As at the year end, the put and call option was exercisable by either party within 12 months. This compares to a £62 million charge in the prior year, which was driven by a significant increase in Genesis valuation following the acquisition of Hibbett. ### Joint venture finance costs This comprises £4 million relating to the settlement of the Group's share of a bank guarantee provided to the external lender of its JD Israel joint venture, crystallised upon disposal of its interest to its joint venture partner for nil consideration. ## 5. Remuneration of Directors Full disclosure of the Directors' remuneration is given in the Directors' Remuneration Report on pages 104 to 123. | | 52 weeks to 31 January 2025 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Directors' emoluments: | | | | As Non-Executive Directors | 1.4 | 1.3 | | As Executive Directors | 3.9 | 3.1 | | Pension contributions | - | - | | | 5.3 | 4.4 | During the period, there were no Directors (2025: none) within the defined contribution pension scheme. Additional information in relation to the remuneration of key management personnel can be found in Note 36. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 6. Staff Numbers and Costs The average monthly number of persons employed by the Group (including Directors) during the period, analysed by category, was as follows: | | 52 weeks to 31 January 2026 Number | 52 weeks to 1 February 2025 Number | | --- | --- | --- | | Sales and distribution | 92,949 | 85,023 | | Administration | 5,739 | 5,341 | | Total average monthly staff employed | 98,688 | 90,364 | | Full-time equivalents | 65,027 | 59,756 | The aggregate payroll costs of these persons is charged to selling and distribution expenses and administrative expenses lines in the Consolidated Income Statement and is split as follows: | | Note | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | --- | | Wages and salaries | | 1,671 | 1,506 | | Social security costs | | 215 | 184 | | Pension costs | 32 | 38 | 27 | | Share-based payments | 33 | 5 | 1 | | Other employed staff costs | | 25 | 27 | | | | 1,954 | 1,745 | The increase in the average monthly number of persons employed by the Group and in total staff costs primarily reflects the full-period annualisation of Hibbett and Courir, which were acquired part-way through the prior period. ## 7. Finance Income Finance income is recognised in the Consolidated Income Statement on an effective interest method. | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Bank interest and interest on short-term deposits | 10 | 26 | | Other interest | 1 | 1 | | Finance income | 11 | 27 | ## 8. Finance Expenses Finance expenses comprise interest payable on interest-bearing loans and borrowings and lease liabilities. The interest expense on borrowings is recognised using the effective interest method. The interest expense on lease liabilities is recognised over the lease periods so as to produce constant periodic rates of interest on the remaining balances of the liabilities. | | Note | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | --- | | On bank loans and overdrafts | | 38 | 33 | | Amortisation of facility fees | | 1 | 1 | | Interest on lease liabilities | 15 | 149 | 112 | | Net (decrease)/increase in the present value of put and call options (adjusting items) | 4 | (29) | 62 | | Settlement of a joint venture bank guarantee (adjusting items) | 4 | 4 | - | | Other interest | | 6 | 7 | | Finance expenses | | 169 | 215 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 157 # Notes to the Consolidated Financial Statements continued ## 9. Income Tax Expense The total tax charge included in the Consolidated Income Statement consists of current and deferred tax. ### Current Income Tax Current tax is the expected tax payable on taxable income for the financial period, using the applicable enacted tax rates in each relevant jurisdiction. Tax expense is recognised in the Consolidated Income Statement except to the extent it relates to items recognised in the Consolidated Statement of Comprehensive Income or directly in the Consolidated Statement of Changes in Equity, in which case it is recognised in the relevant statement, respectively. ### Deferred Tax Deferred tax is accounted for using the balance sheet liability method, by providing for temporary differences that arise between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: - goodwill not deductible for tax purposes; - the initial recognition of assets or liabilities that affect neither accounting nor taxable profit; and - differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the Consolidated Income Statement, except when it relates to items charged or credited directly to the Consolidated Statement of Changes in Equity or the Consolidated Statement of Comprehensive Income, in which case the deferred tax is recognised in the relevant statement, respectively. Deferred tax assets are reviewed at each reporting date. In considering their recoverability, the Group assesses the likelihood of them being recovered within a reasonably foreseeable timeframe and considers the future expected profit profile and business model of each relevant company or country, together with any legislative restrictions on use. This approach is consistent with that adopted for the assessment of other financial statement items, with the recognition period based on the appropriate jurisdictional tax rules. The estimates take account of the inherent uncertainties constraining the expected level of profit in some territories and any associated climate-related risks identified on pages 54 to 61. Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to offset current taxation assets against current taxation liabilities and the intention is to settle these on a net basis. Tax provisions are recognised for uncertain tax positions where a risk of an additional tax liability has been identified and it is probable that the Group will be required to settle that tax. Measurement is dependent on management's expectation of the outcome of decisions by tax authorities in the various tax jurisdictions in which the Group operates. This is assessed on a case-by-case basis using in-house tax experts, professional advisers and previous experience. ### Pillar Two Model Rules The OECD Pillar Two GloBE Rules ('Pillar Two') introduce a global minimum corporation tax rate of 15% applicable to multi-national enterprise groups with global revenue over €750 million. The Pillar Two rules first applied to the Group for its accounting period commencing 4 February 2024, and the rules continue to apply to the Group for its accounting period commencing 2 February 2025. The definition of a 'Group' requires the impact of Pillar Two to be calculated in conjunction with that of Pentland Group Holdings Limited and its subsidiaries ('the Pentland Group'). The Group is working with the Pentland Group to ensure it will be compliant. The Group has performed an assessment of its exposure to Pillar Two income taxes and the Pillar Two current tax charge for the period ended 31 January 2026 is £Nil (FY25: £0.3 million) (this excludes any liability of the wider Pentland Group). The Group is adopting the mandatory temporary exception from the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules. The Group does not meet the threshold for application of the Pillar One transfer pricing rules. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued 9. Income Tax Expense continued | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Current tax | | | | UK corporation tax at 25.0% (2025: 25.0%) | 192 | 213 | | Adjustment relating to prior periods | (3) | (17) | | Total current tax charge | 189 | 196 | | Deferred tax | | | | Deferred tax (origination and reversal of temporary differences) | (30) | (23) | | Adjustment relating to prior periods | 2 | 2 | | Total deferred tax credit | (28) | (21) | | Income tax expense | 161 | 175 | | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | Profit before tax multiplied by the standard rate of corporation tax 25.0% (1) (2025: 25.0%) | 157 | 179 | | Effects of: | | | | Expenses not deductible (2) | 15 | 15 | | Put and call option movement not deductible (3) | (7) | 16 | | Depreciation and impairment of non-qualifying non-current assets (4) | 3 | 3 | | Non-qualifying profit on sale of PPE (5) | (1) | 0 | | Non-taxable income (6) | (2) | (23) | | Effect of tax rates in foreign jurisdictions (7) | (12) | (14) | | Research and development tax credits and other allowances (8) | (5) | (5) | | Under provided in prior periods (9) | (1) | (15) | | Change in unrecognised temporary differences (10) | 2 | 4 | | Other taxes due (11) | 12 | 15 | | Income tax expense | 161 | 175 | (1) The standard rate of corporation tax for the period is 25%, the UK mainstream tax rate. (2) Certain legal and professional fees, together with the Germany restructuring costs incurred in the current period, are not deductible for tax purposes. (3) The movements in the put and call options per Note 25 are not deductible for tax. (4) The depreciation adjustment relates to UK assets which are not eligible for capital allowances. (5) The loss relates to the sale of tangible assets which are not eligible for capital allowances. (6) The current year relates to some small incentives which result in non-taxable elements of trading profits. In the prior year this related to the non-taxable gain on the sale of shares in associates. (7) A proportion of the Group's profits arise outside of the UK and are taxed at the prevailing tax rate. (8) R&D and general business tax credits have been claimed in the qualifying jurisdictions. (9) The prior period adjustment reflects net current and deferred tax movements between Group reporting provisions and submitted returns. (10) The adjustment represents losses created in the period for which no deferred tax asset has been recognised, due to a lack of certainty over future taxable profits arising (see Note 27). (11) Other taxes due are primarily in respect of US state taxes but also include local taxes payable in other overseas jurisdictions. There is no top-up tax charge relating to tax under the OECD Pillar Two GloBE Rules (FY25: £0.3 million). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 10. Earnings Per Ordinary Share ### Basic and Adjusted Earnings Per Ordinary Share The calculation of basic earnings per ordinary share at 31 January 2026 is based on the profit for the period attributable to equity holders of the parent of £436 million (2025: £490 million) and a weighted average number of ordinary shares outstanding during the 52-week period ended 31 January 2026 of 5,057,596,281 (2025: 5,159,697,637). This weighted average number of shares excludes treasury shares purchased in the period (see Note 28 for details) and shares held by the Employment Benefit Trust ('EBT'). As announced on the 9 April 2025, the Group commenced a share buyback programme to repurchase the Group's own ordinary shares on the open market. During the 52-week period ended 31 January 2026, the Group repurchased a total of 236,801,637 ordinary shares, representing 4.6% of the issued share capital as at the beginning of the period, at a total cost of £201 million, inclusive of transaction costs. The average price paid per share was £0.85. The repurchased shares were held in treasury or cancelled as of 31 January 2026, and the cost has been recognised as a deduction from equity in accordance with IAS 32 'Financial Instruments: Presentation'. No gain or loss has been recognised in the Consolidated Income Statement in relation to these transactions. As at 31 January 2026, 79,897,460 shares were held in treasury at a cost of £66 million. There have been no other transactions involving ordinary shares or potential ordinary shares in the period. Please see Note 39 for share transactions after the period end. Adjusted basic earnings per ordinary share have been based on the profit for the period attributable to equity holders of the parent for each financial period but excluding the post-tax effect of adjusting items. The Directors consider that this gives a more useful measure of the trading performance and profitability of the Group. | | 52 weeks to 31 January 2026 millions | 52 weeks to 1 February 2025 millions | | --- | --- | --- | | Issued ordinary shares at beginning and end of period | 5,183 | 5,183 | | Shares bought back in the period (and cancelled) | (157) | - | | Issued ordinary shares at end of period | 5,026 | 5,183 | | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Profit for the period attributable to equity holders of the parent | 436 | 490 | | Adjusting items attributable to equity holders of the parent | 200 | 194 | | Tax relating to adjusting items attributable to equity holders of the parent | (44) | (45) | | Profit for the period attributable to equity holders of the parent excluding adjusting items | 592 | 639 | | | millions | millions | | --- | --- | --- | | Weighted average number of ordinary shares at end of the period (basic) | 5,058 | 5,160 | | Dilution - Effect of potentially dilutive share options and awards | 54 | - | | Weighted average number of ordinary shares at the end of the period (diluted) | 5,112 | 5,160 | | Basic earnings per ordinary share | 8.63p | 9.50p | | Diluted earnings per ordinary share | 8.54p | 9.50p | | Adjusted basic earnings per ordinary share | 11.71p | 12.39p | | Adjusted diluted earnings per ordinary share | 11.58p | 12.39p | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 11. Acquisitions ### Business Combinations The Group accounts for business combinations using the acquisition method at the date on which control is transferred to the Group. Control exists when the Group is exposed to, or has rights to, variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. The consideration transferred is measured at fair value, as are the identifiable assets acquired and liabilities assumed. Acquisition-related costs, other than those associated with the issue of debt or equity securities, are expensed as incurred within adjusting items. Goodwill represents the excess of the consideration transferred over the Group's interest in the fair value of the identifiable net assets acquired. Goodwill is not amortised but is tested annually for impairment, or more frequently if indicators of impairment arise. Any impairment of goodwill is recognised in the Consolidated Income Statement and is not subsequently reversed. See Note 13 for full details. Where the initial accounting for a business combination is incomplete at the reporting date, the Group recognises provisional amounts for the items for which the accounting is incomplete. These provisional amounts are adjusted during the measurement period (not exceeding 12 months from the acquisition date) to reflect new information obtained about facts and circumstances that existed at the acquisition date. Such adjustments are recognised retrospectively, including the restatement of comparative information, with a corresponding impact on goodwill. Where the consideration transferred is less than the fair value of the identifiable net assets acquired, the resulting gain is recognised in the Consolidated Income Statement in the period of acquisition. Contingent consideration is measured at fair value at the acquisition date. Contingent consideration classified as a financial liability is remeasured to fair value at each reporting date, with changes recognised in the Consolidated Income Statement. Contingent consideration classified as equity is not remeasured, with settlement accounted for within equity. Amounts relating to the settlement of pre-existing relationships are excluded from the consideration transferred and are recognised in the Consolidated Income Statement. The fair values of identifiable assets acquired were determined using appropriate valuation techniques, including income, market and cost approaches, depending on the nature of the asset. ### Current Period Acquisitions - Non-significant Acquisitions In the current period to 31 January 2026, 3 new gyms were acquired as part of a trade and asset acquisition for £2 million from Lifestyle Gyms and have since been converted into JD Gyms. ### Prior Period Acquisitions #### Acquisition of Hibbett, Inc. (100%) On 25 July 2024, the Group acquired, via its existing subsidiary Genesis Holdings, Inc., 100% of the issued share capital of Hibbett, Inc. ('Hibbett') for total cash consideration of $1,077 million (£835 million). The Genesis Holdings Group has a material 20% non-controlling interest. Please refer to Note 29 for further information. Headquartered in Birmingham, Alabama, Hibbett is a leading sports fashion-inspired retailer with 1,179 stores, as of 25 July 2024, located in communities in 36 states across the US. Hibbett has been serving customers for more than 75 years with convenient locations, personalised customer service and access to leading brands across footwear, apparel and accessories. The acquisition expands on the Group's presence in the US market. As part of the acquisition method of accounting, the assets and liabilities of Hibbett have been converted from US generally accepted accounting principles ('GAAP') to IFRS Accounting Standards as adopted by the Group. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 11. Acquisitions continued Prior Period Acquisitions continued The table below sets out the identifiable net assets attributable to the acquisition of Hibbett as of the acquisition date and includes the effects of adjustments on the acquisition date balance sheet made during the measurement period and detailed below. Following the conclusion of the measurement period, no fair value adjustments have been made within the period. | | Book value £m | Measurement adjustments £m | Final fair values £m | | --- | --- | --- | --- | | Acquiree's net assets at acquisition date: | | | | | Non-current assets | | | | | Intangible assets - fascia name | 19 | 156 | 175 | | Intangible assets - other | 7 | - | 7 | | Property, plant and equipment | 140 | 43 | 183 | | Right-of-use assets | 221 | 20 | 241 | | Other assets | 16 | (11) | 5 | | Current assets | | | | | Inventories | 292 | (2) | 290 | | Cash and cash equivalents | 24 | - | 24 | | Trade and other receivables | 15 | (5) | 10 | | Prepayments | 16 | (2) | 14 | | Income tax | 9 | - | 9 | | Current liabilities | | | | | Trade and other payables - current | (142) | (2) | (144) | | Lease liabilities - current | (53) | 12 | (41) | | Interest bearing loans - current | (36) | - | (36) | | Non-current liabilities | | | | | Trade and other payables - non-current | (3) | - | (3) | | Lease liabilities - non-current | (203) | 8 | (195) | | Deferred tax liability | (4) | (51) | (55) | | Net identifiable assets | 318 | 166 | 484 | | Goodwill on acquisition | | | 351 | | Total consideration | | | 835 | The excess of consideration paid over the fair value of the net assets on acquisition of £351 million represents goodwill that reflects the market position of the business, the assembled workforce, the potential future growth opportunities from existing and new retail stores, and cost synergies across our North American businesses. The goodwill has been allocated to the Community operating segment which is in line with where the value is expected to be recovered. The goodwill is not deductible for tax purposes at the consolidated level. ## Measurement Adjustments Additional intangible assets of £156 million have been recorded in relation to the acquisition with £175 million representing the fair value of fascia names acquired. Fascia names have been valued using the relief from royalty method. The basic tenet is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments. A royalty rate of 2.5% has been used based on a comprehensive benchmarking exercise performed. Deferred tax liabilities of £51 million have been recognised in relation to intangible assets. Further measurement adjustments of £61 million have been made to the acquisition date balance sheet of Hibbett. This amount includes a £43 million increase in the value of property, plant and equipment and a £2 million reduction in the value of inventory. In addition, as noted above, lease liabilities have been remeasured as if the acquired leases were a new lease at the acquisition date resulting in a decrease in the lease liability (current and non-current) of £20 million. This decrease in the liability arises due to i) the application of a discount rate determined in accordance with IFRS 16 at the acquisition date and ii) alignment with the Group's IFRS 16 accounting policy whereby charges for non-lease service components are recognised directly in the Consolidated Income Statement (see lease accounting policy in Note 15). Under its previous US GAAP accounting policy, Hibbett elected to combine non-lease service components with a lease component and account for them as part of its fixed asset payments thus including them in the measurement of the lease liability. The associated right-of-use asset is remeasured on acquisition at an amount equal to the recognised lease liability and then adjusted to reflect the favourable or unfavourable terms of the lease, relative to market terms. The measurement difference in relation to prepayments and other assets reflects a difference in the accounting treatment of capitalised software development costs between the accounting policies of the Group and those policies previously applied by Hibbett under US GAAP. Under US GAAP, Hibbett capitalised certain costs relating to the configuration of cloud computing arrangements. Under the Group's accounting policy, directly attributable software development costs in relation to the configuration and customisation of cloud computing arrangements are only capitalised to the extent they give rise to an asset controlled by the Group. The Group has conducted an assessment and identified £9 million of costs, capitalised as other assets and prepayments under US GAAP at the date of acquisition, which would not be capitalised under IFRS. As a result, an adjustment has been made to the opening balance sheet to reduce prepayments by £2 million and other assets by £7 million with a corresponding increase to goodwill. The remaining £4 million decrease to other assets represents a reversal of a deferred tax asset no longer recognised. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 11. Acquisitions continued ### Prior Period Acquisitions continued The trade and other receivables acquired of £10 million, net of provision, were expected to be recovered in full. The gross trade and other receivables acquired amounted to £10 million. Included in the 52 week period ended 31 January 2026 was revenue of £1,124 million (2025: £713 million) and a profit before tax and adjusting items of £54 million (2025: £36 million) in respect of Hibbett. Acquisition costs amounting to £28 million related to the acquisition of Hibbett by the Group were recognised within adjusting items in the Consolidated Income Statement for the 52 week period ended 1 February 2025. £19 million of these costs were cash costs of acquisition with £9 million representing non-cash costs of fair value uplifts post acquisition. See Note 4 for further information. ### Acquisition of Groupe Courir S.A.S (100%) On 26 November 2024, the Group acquired, via its existing subsidiary JD France, 100% of the issued share capital of Groupe Courir S.A.S ('Courir') for total cash consideration of €391.5 million (£326 million). Courir is a market leader in sneakers in France, which is the largest sneaker market in Europe, and this acquisition reinforces the Group's position within Europe. Courir has 323 stores as of 26 November 2024, bannered as Courir across France, Spain, Belgium, the Netherlands, Portugal and Luxembourg. In addition, there are a further 36 stores which trade under franchise agreements as Courir in North West Africa, Middle East and French overseas territories. Further, there are three stores which trade as Naked, an elevated concept for women's sneakers. The table below sets out the identifiable net assets attributable to the acquisition of Courir as of the acquisition date and includes the effects of adjustments on the acquisition date balance sheet made during the measurement period and detailed below. | | Book value £m | Measurement adjustments £m | Final fair values £m | | --- | --- | --- | --- | | Acquiree's net assets at acquisition date: | | | | | Non-current assets | | | | | Intangible assets - fascia name | 49 | 39 | 88 | | Intangible assets - other | 16 | (15) | 1 | | Legacy goodwill | 127 | (127) | - | | Property, plant and equipment | 22 | 9 | 31 | | Right-of-use assets | 156 | - | 156 | | Other non-current assets | 6 | - | 6 | | Current assets | | | | | Inventories | 117 | 5 | 122 | | Trade and other receivables | 18 | - | 18 | | Cash and cash equivalents | 52 | - | 52 | | Deferred tax asset | 5 | (2) | 3 | | Current liabilities | | | | | Trade and other payables - current(1) | (122) | (3) | (125) | | Interest-bearing loans - current | - | - | - | | Lease liabilities - current | (26) | - | (26) | | Liabilities held-for-sale | (7) | - | (7) | | Non-current liabilities | | | | | Interest-bearing loans - non-current | (184) | 19 | (165) | | Lease liabilities - non-current | (125) | - | (125) | | Provision - non-current | (7) | (2) | (9) | | Deferred tax liability | (1) | (22) | (23) | | Net identifiable assets | 96 | (99) | (3) | | Goodwill on acquisition(1) | | | 329 | | NCI - Naked | | | - | | Total consideration | | | 326 | (1) During FY26 and in the 12 months following acquisition of Courir, new information has been obtained which provides clarity on the existence of accruals of €5 million (£3 million) and provisions of €3 million (£2 million) that were not reflected within the initial acquisition accounting. This information pertains to facts and circumstances that existed at the date of acquisition, therefore we have revised the acquisition accounting to reflect these balances in accordance with IFRS 3. This has resulted in an increase in goodwill of €7.5 million (£5 million). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 11. Acquisitions continued ### Prior Period Acquisitions continued The excess of consideration paid over the fair value of the net assets on acquisition of £329 million represents goodwill that reflects the market position of the business, the assembled workforce, the potential future growth opportunities from existing and new retail stores. The goodwill is not deductible for tax purposes at the consolidated level. ### Measurement Adjustments The Courir fascia name has been valued at £88 million, resulting in a £39 million uplift to the book value of £49 million. The measurement difference in relation to Intangible assets reflects a difference in the accounting treatment of capitalised software development costs between Courir and the Group. Capitalisation of cloud computing is judgemental. While Courir capitalised certain costs relating to the configuration of cloud computing arrangements, under the Group's accounting policy, directly attributable software development costs in relation to the configuration and customisation of cloud computing arrangements are only capitalised to the extent they give rise to an asset controlled by the Group. The Group has conducted an assessment and identified £15 million of costs, capitalised previously as intangible assets at the date of acquisition, which would not be capitalised under the accounting policies followed by the Group. As a result, an adjustment has been made to the opening balance sheet to reduce Intangible assets by £15 million with a corresponding increase to goodwill. Further fair value adjustments of £10 million were made to the acquisition date balance sheet of Courir. This amount includes a £9 million increase in the value of property, plant and equipment and a £5 million increase in the value of inventory. Deferred tax liabilities of £22 million have been recognised in relation to the fair value adjustments set out above. In addition, as a result of the transaction, deferred tax assets of £2 million were no longer considered recoverable and so had been derecognised. The gross trade and other receivables acquired amounted to £18 million and were expected to be recovered in full. As a result no provision was recorded. At the date of acquisition, liabilities held-for-sale amounted to £7 million relating to lease liabilities on the 21 stores sold to Snipes. Trade and other payables included a liability for convertible bonds of £19 million, which had been issued by Courir to its previous shareholders. As part of the consideration for the acquisition (£326 million), the Group also acquired the convertible bonds and the liability was written off with a corresponding impact to goodwill. Included in the 52-week period ended 31 January 2026 is revenue of £663 million (2025: £139 million) and a profit before tax and adjusting items of £33 million (2025: £9 million) in respect of Courir. Acquisition costs amounting to £15 million related to the acquisition of Courir by the Group were recognised within adjusting items in the Consolidated Income Statement for the 52 week period ended 1 February 2025. £11 million of these costs were cash costs of acquisition with £4 million representing non-cash costs of fair value uplifts post acquisition. See Note 4 for further information. ### Prior Period Acquisitions – Acquisition of Non-Controlling Interests #### Acquisition of the Non-Controlling Interest in Sport Zone Canaries (40%) and JD Canaries (10%) On 8 April 2024, JD Spain Sports Fashion 2010 SL acquired the 10% minority shareholding in JD Canary Islands Sports SL, ('JD Canary') and SDSR – Sports Division SR, S.A. ('Sport Zone Portugal') acquired the 40% minority shareholding in Sport Zone Canarias (SL). Total consideration for both shareholdings was £20 million (£17 million). The JD Canary acquisition aligns with the JD Brand First strategy, whilst the Sport Zone Portugal acquisition promotes the JD Complementary Athleisure. As the step-up acquisition in April 2024 did not result in a change of control, this has been accounted for as an equity transaction. #### Acquisition of the Non-Controlling Interest in DTLR Villa LLC (1.155%) On 15 July 2024, JD acquired 1.018% of the remaining 1.155% issued share capital in its existing subsidiary DTLR Villa LLC for cash consideration of $9 million (£7 million). On 19 July 2024 JD acquired the remaining 0.137% issued share capital of DTLR Villa LLC for cash consideration of $1 million (£1 million). The Group now owns 100% of the issued share capital of DTLR Villa LLC. In accordance with IFRS 10, the Group had previously assessed and concluded that it controlled the subsidiary. As the step-up acquisition in July 2024 did not result in a change of control, this has been accounted for as an equity transaction. #### Acquisition of the Non-Controlling Interest in JD Gyms On 28 October 2024, JD Sports Fashion Plc acquired a further 2.5% minority shareholding in JD Sports Gyms Limited. Total consideration was £5 million. JD now owns 97.5% of JD Sports Gyms. As the step-up acquisition in October 2024 did not result in a change of control, this has been accounted for as an equity transaction. Due to the step-up acquisition, the obligation to provide services was deemed to no longer exist and the related liability of £4 million was subsequently derecognised in equity. #### Acquisition of the Non-Controlling Interest in Mainline Menswear On 27 September 2024, the Group acquired the 20% minority shareholding in Mainline Menswear Limited for a total £17 million consideration, including £9 million deferred consideration, which has been accounted for under IAS 19 as a service cost. JD now owns the full 100% shareholding in Mainline. As the step-up acquisition in September 2024 does not result in a change of control, this has been accounted for as an equity transaction. The table below presents the amounts recognised within retained earnings and non-controlling interest in the statement of changes in equity during the prior period: | | Retained earnings £m | Non-controlling interest £m | Total £m | | --- | --- | --- | --- | | DTLR | 4 | 4 | 8 | | JD Sports Gyms | (2) | 2 | - | | JD Canaries | 2 | 1 | 3 | | Mainline | 3 | 5 | 8 | | Sport Zone Canaries | 10 | 4 | 14 | | Total Consideration | 17 | 16 | 33 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 164 # Notes to the Consolidated Financial Statements continued ## 12. Divestments ### Current Period Divestments – Non-significant Divestments On 24 April 2025, the Group disposed of Wheelbase Lakeland Limited (77.5% equity interest) for cash consideration of £2 million. The non-controlling interest at disposal was £1 million. The gain on disposal, net of disposal costs, is £Nil. On 30 January 2026, the Group entered into a transaction relating to its subsidiary, JD Sports (Thailand) Limited, under which a strategic local partner business acquired 40% of the shareholding of the subsidiary, for which the Group received cash consideration of THB 469 million (£11 million). The arrangements include put and call options over the 40% interest, together with other governance and contractual rights, which result in the Group retaining control of the subsidiary in accordance with IFRS 10. Accordingly, the transaction has been accounted for as an equity transaction. No gain or loss was recognised in the Consolidated Income Statement and there was no derecognition of assets or liabilities. An initial liability of £27 million has been recognised during the current period in respect of put and call options over the remaining 40% interest. The options are exercisable at five-year intervals, with the first exercise date being 7 May 2031. The exercise price is determined by applying a multiple to profit before tax for the relevant financial period. ### Prior Period Divestments – Applied Nutrition The Group had an equity interest in a single associate, Applied Nutrition Limited ('Applied Nutrition'). On 7 May 2021, the Group acquired a 32% ownership interest in, and had significant influence over, Applied Nutrition. Applied Nutrition is a sports nutrition brand which operates via wholesale activities and a trading website. On 24 October 2024, Applied Nutrition undertook an initial public offering and admitted its entire issued ordinary share capital, consisting of 250,000,000 shares, to the London Stock Exchange plc's main market for listed securities. The Group disposed of 21.58% of its shareholding in Applied Nutrition on 24 October 2024 for net proceeds of £73 million. At 1 February 2025 the Group holds 9.78% ownership in Applied Nutrition. On disposal of its 21.58% shareholding, the Group ceased to hold significant influence over Applied Nutrition and has de-recognised its investment in associate. The remaining 9.78% is accounted for as a financial asset under IFRS 9. The fair value of the retained interest was £34 million. Please refer to Note 17 for further information. A gain of £51 million arising from the disposal and gain on revaluation of the retained investment on the date of classification amounting to £24 million is recognised in profit and loss as an adjusting item included in 'Divestment and restructuring' line. ### Prior Period Divestments – Non-Significant Divestments On 16 October 2024, the Group disposed of Total Swimming Holdings Limited (60% equity interest) including its subsidiaries for total consideration of £11 million. The non-controlling interest at disposal is £1.4 million. The gain on disposal, net of disposal costs, is £14 million. On 20 November 2024, the Group disposed of its 49% equity interest shareholding in a joint venture, PT JD Sports Fashion Indonesia ('JD Indonesia'), for cash consideration of £6 million. The loss on disposal, net of disposal costs, is £1 million. On 28 July 2024, the Group disposed of Gym King Limited (40% equity interest) a fixed asset investment in a joint venture for cash consideration of £2 million. The loss on disposal net of disposal costs is £1 million. On 7 March 2024, the Group disposed of Bodytone Limited (50.1% equity interest), for cash consideration of £2 million (£2 million). The non-controlling interest at disposal was £3.6 million. The loss on disposal, net of disposal costs, is £1 million. The total net gain on divestments of £11 million is offset with an £8 million loss on divestments and restructuring of non-core Group companies from the prior year. The total gain on non-significant divestments amounts to £3 million. ## 13. Intangible Assets The Group recognises intangible assets in respect of goodwill, brand licences, brand names, fascia names, customer relationships and software development. The Group accounting policy for their recognition, measurement and subsequent treatment is explained below. All intangible assets are subject to impairment testing. The approach and findings of impairment reviews performed during the year are set out at the end of this note. There have been no material intangible asset acquisitions during the period. ### Recognition, Measurement and Subsequent Treatment of Intangible Assets #### Goodwill Goodwill represents amounts arising on acquisition of subsidiaries. The Group measures goodwill at the acquisition date as: - the fair value of the consideration transferred; plus - the recognised amount of any non-controlling interests in the acquiree; plus - if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less - the net recognised amount of the identifiable assets acquired and liabilities assumed. When the excess is negative, the gain on bargain purchase is recognised immediately in the Consolidated Income Statement. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit/loss on disposal. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but instead is tested annually for impairment and whenever there is an indication that the goodwill may be impaired: see policy below. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 165 # Notes to the Consolidated Financial Statements continued ## 13. Intangible Assets continued ### Brand Licences Brand licences are recognised when the Group enters into a licensing agreement with a brand to license their products in return for royalty payments across the term of the contract. On entering into the contract, the licence is assigned a cost based on the discounted contractual minimum royalty payments across the licence term. The cost of the licence is then simultaneously recognised as an intangible asset for the use of the brand licence and a liability for the royalty payments due. Brand licences are stated at cost less accumulated amortisation and impairment losses. Amortisation of brand licences is charged to the Consolidated Income Statement within cost of sales over the term to the licence expiry on a straight-line basis. The remaining useful economic lives of brand licences as at 31 January 2026 range over a period of three months to nine years (2025: three months to nine years). ### Brand Names Brand names acquired as part of a business combination are stated at fair value as at the acquisition date less accumulated amortisation and impairment losses. Brand names separately acquired are stated at cost less accumulated amortisation and impairment losses. The useful economic life of each purchased brand name is considered to be finite and is typically between five and ten years. In determining the useful economic life of each brand name, the Board considers the market position of the brands acquired, the nature of the market that the brands operate in, typical product life-cycles of the brands and the useful economic lives of similar assets that are used in comparable ways. Brand names are amortised on a straight-line basis over their useful economic lives and the amortisation charge is included within adjusted administrative expenses in the Consolidated Income Statement. ### Fascia Names Separately identifiable fascia names acquired are stated at fair value as at the acquisition date less accumulated amortisation and impairment losses. The initial fair value is determined by using a 'royalty relief' method of valuation. This is based on an estimation of future sales and the choice of a suitable royalty and discount rate in order to calculate the present value. This method involves calculating a net present value for each fascia name by discounting the projected future royalties expected using a finite useful economic life for each fascia. The future royalties are estimated by applying a suitable royalty rate to the sales forecast. Store and online fascia names are considered to have a finite useful economic life. The estimated useful economic lives are as follows: - Online fascia names 5 to 10 years - Store fascia names 5 to 10 years The factors that are considered when determining the useful life of each fascia name are as follows: - The strength of the respective fascia names in the relevant sector and geographic region where the fascia is located. - The history of the fascia names and that of similar assets in the relevant retail sectors. - The commitment of the Group to continue to operate these stores separately for the foreseeable future, including the ongoing investment in new stores and refurbishments. - The impact of increased competition in the marketplace as a result of reduced barriers to entry and its impact on the useful life of online fascia names. Fascia names are all amortised over the useful economic life on a straight-line basis and the amortisation charge is included within adjusted administrative expenses in the Consolidated Income Statement. ### Customer Relationships Customer relationships acquired as part of a business combination are stated at fair value as at the acquisition date less accumulated amortisation and impairment losses. Amortisation of customer relationships is charged to the Consolidated Income Statement within adjusted administrative expenses over the estimated useful life of one to five years on a straight-line basis. ### Software Development Software development costs (including website development costs) are capitalised as intangible assets if the technical and commercial feasibility of the project has been demonstrated, the future economic benefits are probable, the Group has an intention and ability to complete and use or sell the software and the costs can be measured reliably. Costs that do not meet these criteria are expensed as incurred. Software development costs are stated at historic cost, less accumulated amortisation. Capitalised software costs comprise software under the control of the Group. Software development costs are all amortised over a period of two to seven years on a straight-line basis and the amortisation charge is included within administrative expenses in the Consolidated Income Statement. Software development includes £Nil (2025: £1 million) of internally generated software development. Directly attributable software development costs in relation to the configuration and customisation of cloud computing arrangements, including Software-as-a-Service ('SaaS') are only capitalised to the extent they give rise to an asset controlled by the Group. Where control cannot be demonstrated, expenditure in relation to such costs is expensed in the period it is incurred. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 13. Intangible Assets continued | | Goodwill £m | Brand licences £m | Brand names £m | Fascia name £m | Customer relationships £m | Software development £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | --- | | Cost or valuation | | | | | | | | | At 3 February 2024 | 1,154 | 168 | 21 | 491 | 14 | 141 | 1,989 | | Additions | – | 16 | – | – | – | 28 | 44 | | Acquisitions (Note 11)(1) | 683 | 1 | – | 260 | 2 | 7 | 953 | | Reclassifications | – | – | – | – | – | 6 | 6 | | Disposals | – | (3) | (4) | – | – | (2) | (9) | | Divestments (Note 12) | (23) | – | – | (10) | – | – | (33) | | Transfer to assets held-for-sale (Note 37) | 7 | – | – | – | – | – | 7 | | Exchange Differences | 27 | (1) | – | 11 | – | – | 37 | | At 1 February 2025 | 1,848 | 181 | 17 | 752 | 16 | 180 | 2,994 | | Additions | – | – | – | – | – | 34 | 34 | | Reclassifications | – | – | – | – | – | 7 | 7 | | Disposals | – | (7) | – | – | – | (19) | (26) | | Divestments (Note 12) | (20) | – | – | (3) | – | – | (23) | | Exchange differences | (84) | – | – | (42) | – | (5) | (131) | | At 31 January 2026 | 1,744 | 174 | 17 | 707 | 16 | 197 | 2,855 | | Amortisation and impairment | | | | | | | | | At 3 February 2024 | 177 | 27 | 17 | 233 | 7 | 99 | 560 | | Charge for the period | – | 18 | 1 | 51 | 4 | 23 | 97 | | Impairments | – | – | – | 5 | – | – | 5 | | Reclassifications | – | – | – | – | – | (1) | (1) | | Disposals | – | – | (5) | – | – | (1) | (6) | | Divestments (Note 12) | (23) | – | – | (10) | – | – | (33) | | Exchange differences | – | – | – | 2 | 1 | – | 3 | | At 1 February 2025 | 154 | 45 | 13 | 281 | 12 | 120 | 625 | | Charge for the period | – | 17 | 1 | 65 | 3 | 31 | 117 | | Impairments | – | – | – | 15 | – | – | 15 | | Disposals | – | – | – | – | – | (19) | (19) | | Divestments (Note 12) | (20) | – | – | (3) | – | – | (23) | | Exchange differences | – | – | – | (16) | (1) | (4) | (21) | | At 31 January 2026 | 134 | 62 | 14 | 342 | 14 | 128 | 694 | | Net book value | | | | | | | | | At 31 January 2026 | 1,610 | 112 | 3 | 365 | 2 | 69 | 2,161 | | At 1 February 2025 | 1,694 | 136 | 4 | 471 | 4 | 60 | 2,369 | (1) Following the finalisation of the purchase price allocation for Courir, a measurement-period adjustment has been identified in accordance with IFRS 3 resulting in an increase in goodwill of €7.5 million (£5 million), as further explained in Note 11. ## Impairment of Intangible Assets Goodwill is tested for impairment annually or where there is an indication that impairment may exist. The Group does not have any other intangible assets with an indefinite useful life or that have not yet been brought into use. The Group's annual impairment test has been performed as at the end of September 2025, and will continue to be performed in September in future periods. In the prior year the impairment test was performed at the end of November 2024. Other intangible assets with finite lives are tested for impairment only if indicators of impairment exist. Impairment testing is performed at the asset level where possible, or otherwise the cash-generating unit ('CGU') being the smallest identifiable group of assets that generate cash inflows that are largely independent of cash inflows from other assets or groups of assets. Corporate assets that contribute to the future cash flows of multiple CGUs are allocated to individual CGUs if possible to do so on a reasonable and consistent basis, and are otherwise tested for impairment by reference to the cash flows from the smallest grouping of CGUs that they can be allocated to. When an impairment test is performed, recoverable amount is assessed by reference to the higher of the value-in-use of the relevant CGU and its fair value less costs of disposal. Impairment losses are recognised within adjusted administrative expenditure in the Consolidated Income Statement. Where a CGU is impaired, the impairment is first allocated to any goodwill and then to the other assets of the unit. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 13. Intangible Assets continued ### Identification of Cash-Generating Units The Group considers each store to be a separate CGU capable of generating independent cash flows. A separate online CGU also exists within each fascia. Goodwill and fascia intangible assets cannot be allocated to individual store and online CGUs on a reasonable and consistent basis and therefore the following approach is taken: - Goodwill is allocated by grouping store and online CGUs at the operating segment level, reflecting the grouping for internal reporting. The Group's operating segments are set out in the goodwill impairment testing section below. - Store and online CGUs operate under a fascia name and each fascia makes use of brand names, licences, customer relationships and software. Therefore, store and online CGUs are grouped into fascia CGUs for the purpose of testing these assets for impairment. Set out below are the results of impairment testing performed during the year. Assets allocated to fascia CGUs are considered first reflecting the order that impairment testing was performed. ### Fascia CGUs During the period to 31 January 2026, the Group recognised a full impairment of the Sizeer fascia of £15 million following a reassessment of its recoverable amount. There are no significant forecast future cash flows or royalty income attributable to the Sizeer brand, and its recoverable amount has been assessed as £Nil. The carrying value has therefore been fully impaired, with the charge recognised within adjusting items. In the period ended 1 February 2025, there was an impairment charge of £5 million as a result of impairment of Swim! before divestment, negative growth in the Blacks fascia and lower than anticipated trading results in the 50 Styles fascia within MIG. ### Goodwill No impairments have been recognised in the current period in relation to testing goodwill for impairment. The table below presents the carrying amount of goodwill against each of the operating and reporting segments: | | Reportable Segment | Goodwill 2026 £m | Restated(1) Goodwill 2025 £m | | --- | --- | --- | --- | | JD UK | JD | 27 | 27 | | JD Europe | JD | 35 | 29 | | JD Active | JD | 17 | 17 | | JD North America | JD | 112 | 123 | | Outdoor | Sporting Goods and Outdoors | 5 | 5 | | Sporting Goods | Sporting Goods and Outdoors | 103 | 99 | | Community | Complementary Athleisure | 939 | 1,031 | | Complementary(2) | Complementary Athleisure | 372 | 363 | | | | 1,610 | 1,694 | (1) Prior year goodwill has been restated to correct the allocation between operating and reporting segments. £33 million has moved from JD Europe into Complementary, relating to the MIG business, and £31 million has moved from JD Europe into Sporting Goods, relating to the Cosmos business. (2) Following the finalisation of the purchase price allocation for Courn, a measurement-period adjustment has been identified in accordance with IFRS 3 resulting in an increase in goodwill of €7.5 million (£5 million), as further explained in Note 11. Below we have presented assumptions used in the goodwill impairment models. For the 52 week period ended 31 January 2026 | | Reportable Segment | Impairment model assumptions used | | | --- | --- | --- | --- | | | | Gross margin rate | Pre-tax discount rate | | JD UK | JD | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 12.0% | | JD Europe | JD | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 13.7% | | JD Active | JD | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 11.4% | | JD North America | JD | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 12.0% | | Outdoor | Sporting Goods and Outdoors | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 11.1% | | Sporting Goods | Sporting Goods and Outdoors | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 11.1% | | Community | Complementary Athleisure | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 12.8% | | Complementary | Complementary Athleisure | Gross margins assumed to be consistent with historic levels and the approved five year plan. | 12.9% | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 168 # Notes to the Consolidated Financial Statements continued ## 13. Intangible Assets continued ### Key Assumptions Used in Value-in-use Calculations and Sensitivity to Changes in Assumptions The calculation of value-in-use for CGUs and groups of CGUs is most sensitive to the following assumptions: - Long-term revenue growth rates - Gross margins - Discount rates ### Growth Rates The cash flow projections used in the value-in-use calculations are based on the forecast full year FY26 outlook as at the time of testing at the end of September 2025. Following this date, the Group's forecast performance has been updated; however, management has assessed that the use of updated forecasts would not have resulted in a different impairment conclusion, and therefore the assumptions used at the testing date remain appropriate. Cash flows beyond the forecast period have been extrapolated using growth rates applied in the impairment models for periods beyond FY31 in deriving terminal values. In most models a 0% growth rate has been applied. These assumptions have been set deliberately conservatively and, as such, are lower than the Group's long-term growth outlook, reflecting a scenario to reduce estimation uncertainty and demonstrate that the recoverable amount remains robust in the absence of future growth. The higher long-term growth rate of 1.7% applied to the complementary segment reflects the relative growth potential of the recently acquired Courir business, including opportunities for geographic expansion and leveraging the Group's existing infrastructure. ### Gross Margins Gross margins are based on the same values as forecast in the full year FY26 outlook as at the time of testing at the end of September 2025. Under management's assumptions these are generally expected to remain constant over the five year forecast period used to extrapolate long-term cash flows in the models. ### Discount Rates Discount rates represent the current market assessment of the risks specific to each CGU and group of CGUs, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital ('WACC'). ### Sensitivity Analysis The Group has carried out sensitivity analysis on the reasonably possible changes in key assumptions in the impairment tests for: (a) each operating segment to which goodwill has been allocated; and (b) for each group of CGUs at a fascia level. The analysis considers the impact of reasonably possible movements in the long-term growth rate and discount rates (WACC), individually and in aggregate, to assess the extent to which headroom would be reduced and whether this could result in impairment. For the Complementary Goodwill group of CGUs (which includes the Courir business), sensitivity analysis indicates that: - a reduction in the long-term growth rate from 1.65% to 0.42% (a decrease of approximately 120 basis points); or - an increase in the discount rate from 9.54% to 10.32% (an increase of approximately 80 basis points), would be required, in isolation, to reduce headroom to nil. If both reasonably possible scenarios occurred in aggregate, an impairment of £44m would be required. In addition, the Group has considered the potential impact of underperformance against forecast revenue and gross margin assumptions as part of its broader assessment of impairment risk. While these factors are not included as discrete sensitivity scenarios, reductions in revenue would be partially mitigated by reductions in variable costs and other cost optimisation actions. ### Other operating segments For the remaining operating segments, the recoverable amounts, which were determined based on value in use calculations, exceeded the carrying values. Sensitivity analysis on the value in use calculations did not identify potential impairments in relation to a reasonably possible downside in the assumptions used for the projections. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 14. Property, Plant and Equipment ### Owned Assets Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful economic lives, they are accounted for as separate items. ### Depreciation Depreciation is charged to the Consolidated Income Statement over the estimated useful life of each part of an item of property, plant and equipment. The estimated useful economic lives are as follows: | - Freehold land | - not depreciated | | --- | --- | | - Long leasehold and freehold properties | - 2% per annum on a straight-line basis | | - Improvements to short leasehold properties | - life of lease on a straight-line basis | | - Computer equipment | - 3-7 years on a straight-line basis | | - Fixtures and fittings | - length of lease, or 5-7 years | | - Motor vehicles | - 25% per annum on a reducing balance basis | The Group reviews the estimated residual values and expected useful lives of assets at least annually. In particular, the Group considers the impact of health, safety and environmental legislation in its assessment of expected useful lives and estimated residual values. Furthermore, the Group considers climate-related matters, including physical and transition risks. Specifically, the Group determines whether climate-related legislation and regulations might impact either the useful life or residual values, e.g. by imposing additional energy efficiency requirements on the Group's buildings and office properties. ### Disposals Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in the Consolidated Income Statement within either other income or other expenses. ### Impairment of Property, Plant and Equipment and Non-Current Other Assets Property, plant and equipment and non-current other assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of an asset or a cash-generating unit is not recoverable. The Group treats individual retail stores and the online operations of each fascia as separate CGUs for the purpose of impairment testing as this is the level at which largely independent cash flows are generated. Each store CGU comprises associated property, plant and equipment and right-of-use assets (as disclosed in Note 15) and is tested for impairment at the balance sheet date if any indicators of impairment have been identified. Owned corporate assets, being office and warehouse properties along with associated fixtures and fittings and plant and equipment, cannot be allocated to individual store CGUs on a reasonable and consistent basis. They have been tested for impairment by reference to the cash flows generated by the smallest grouping of store CGUs that they can be allocated to, being the region or fascia that they serve. The recoverable amount of each store CGU is the higher of its value-in-use and its fair value less costs of disposal. The value-in-use of each CGU has been calculated using discounted cash inflows derived from the Group's latest Board approved plans, taking into account the projected impact of future sales growth, and reflects historic performance and knowledge of the current market, together with the Group's views on the future achievable growth. Cash flows beyond the plan period are extrapolated using growth rates appropriate to each store's location. Cash flows have been included for the remaining lease life for the specific store and assumptions around lease extensions have been applied where appropriate, reflecting stores as CGUs that typically operate for a longer period than the recognised lease term. The key assumptions on which the forecast cash flows of the CGUs are based include revenue, gross margin and pre-tax discount rates. Other assumptions in the model relate to cost inflation, growth rates and lease extensions. Discount rates represent the current market assessment of the risks specific to each CGU and group of CGUs, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its WACC, which has been calculated using the capital asset pricing model, the inputs of which include the risk-free rate, equity risk premium, Group size premium and a risk adjustment (beta). Impairment losses recognised in prior periods are assessed at each reporting period date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a sustainable change in the estimates used to determine the recoverable amount, and if so is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would be held (net of depreciation) if no impairment had been realised. Impairment charges of £33 million (2025: £82 million) relate to all classes of property, plant and equipment in store CGUs where there has been an impairment indicator and for which a full impairment review has been performed in line with the methodology above. The loss is based on the specific revenue streams and costs attributable to the store CGU. Assets in impaired store CGUs are written down to their recoverable amount, which is calculated as the higher of the fair value less costs to sell and value-in-use. In the prior period, the impairment charge primarily related to the impairment of assets within the Derby Distribution Centre, which was held-for-sale at the period end. The impairment charge recognised is not materially sensitive to reasonably possible changes in the key assumptions set out above. Included within the depreciation charge for the period ended 31 January 2026 is accelerated depreciation of £1 million (2025: £6 million) following a review of the useful economic life of certain items of property, plant and equipment and assets capitalised. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued 14. Property, Plant and Equipment continued | | Freehold land, long leasehold and freehold properties £m | Improvements to short leasehold properties £m | Assets under construction £m | Fixtures and fittings £m | Computer equipment £m | Motor vehicles £m | Total £m | | --- | --- | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | | | At 3 February 2024 | 98 | 389 | 64 | 1,198 | 117 | 7 | 1,873 | | Additions | 16 | 100 | 42 | 291 | 27 | 2 | 478 | | Disposals | - | (21) | - | (79) | (6) | (1) | (107) | | Divestments (Note 12) | (4) | (2) | (1) | (16) | - | - | (23) | | Reclassifications | (5) | 14 | 82 | (92) | 1 | - | - | | Acquisitions | 38 | 83 | 10 | 55 | 38 | 3 | 227 | | Exchange differences | - | 4 | 1 | (17) | - | - | (12) | | Transfer to assets held-for-sale (Note 37) | - | - | - | (93) | - | - | (93) | | At 1 February 2025 | 143 | 567 | 198 | 1,247 | 177 | 11 | 2,343 | | Additions | 42 | 68 | 34 | 210 | 30 | 1 | 385 | | Disposals | - | (15) | (1) | (28) | (5) | (4) | (53) | | Reclassifications | (56) | 110 | (202) | 148 | (13) | (3) | (16) | | Other | - | (1) | - | (1) | - | - | (2) | | Acquisitions | - | 1 | - | - | - | - | 1 | | Exchange differences | (9) | (46) | (2) | 10 | (5) | (1) | (53) | | At 31 January 2026 | 120 | 684 | 27 | 1,586 | 184 | 4 | 2,605 | | Depreciation and impairment | | | | | | | | | At 3 February 2024 | 20 | 112 | - | 529 | 56 | 4 | 721 | | Charge for the period | 4 | 65 | - | 131 | 28 | 2 | 230 | | Disposals | - | (15) | - | (77) | (5) | (1) | (98) | | Reclassifications | 3 | - | - | (3) | - | - | - | | Divestments (Note 12) | (2) | (2) | - | (5) | - | - | (9) | | Acquisitions | - | - | - | 2 | 4 | - | 6 | | Impairment charge for the period(1) | - | - | - | 81 | 1 | - | 82 | | Exchange differences | - | 3 | - | (4) | - | - | (1) | | Transfer to assets held-for-sale (Note 37) | - | - | - | (78) | - | - | (78) | | At 1 February 2025 | 25 | 163 | - | 576 | 84 | 5 | 853 | | Charge for the period | 8 | 87 | - | 161 | 30 | 1 | 287 | | Disposals | - | (12) | - | (25) | (4) | (2) | (43) | | Reclassifications | (14) | 27 | - | (6) | (4) | (2) | 1 | | Impairment charge for the period(1) | - | 16 | - | 14 | 3 | - | 33 | | Other | 3 | (1) | - | - | - | - | 2 | | Exchange differences | (1) | (15) | - | 2 | (2) | - | (16) | | At 31 January 2026 | 21 | 265 | - | 722 | 107 | 2 | 1,117 | | Net book value | | | | | | | | | At 31 January 2026 | 99 | 419 | 27 | 864 | 77 | 2 | 1,488 | | At 1 February 2025 | 118 | 404 | 198 | 671 | 93 | 6 | 1,490 | (1) The impairment charge for the period is made up of adjusting items of £23 million (2025: £80 million) and non-adjusting items of £10 million (2025: £2 million). See Note 4 for adjusting items. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 15. Leases ### Accounting Policy The Group leases assets which consist of properties, vehicles and equipment. The most significant leases in size are retail stores, offices and warehouses. Some leases include an option to renew the lease for an additional period after the end of the non-cancellable period. Some leases provide for changes to rent payments based on local price indices. The Group assesses whether a contract is, or contains, a lease under IFRS 16. A lease exists if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether the following criteria apply: - The contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified. - The Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use. - The Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most relevant to changing how and for what purpose the asset is used. In rare cases, the decision about how and for what purpose the asset is used is predetermined. The Group has the right to direct the use of the asset if either: - the Group has the right to operate the asset; or - the Group designed the asset in a way that predetermines how and for what purpose it will be used. At inception, or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative standalone price. On transition to IFRS 16 on 3 February 2019, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied IFRS 16 only to contracts that were previously identified as leases. Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after the transition date. ### As a Lessee The Group recognises a right-of-use asset and a lease liability at the lease commencement date. Lease liabilities are measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate for the subsidiary that holds the contractual lease commitment. Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments plus any initial direct costs incurred less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. A right-of-use asset's useful economic life is determined on the same basis as for property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted at the rate implicit in the lease. If the rate implicit in the lease is not readily available, then payments are discounted using the Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise the following: - fixed payments, including in-substance fixed payments; - variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; and - lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate in the assessment of whether a purchase or extension option is reasonably certain to be exercised. The Group's incremental borrowing rate is the rate that the Group would have to pay for a loan of a similar term, and with similar security, to obtain an asset of similar value. The incremental borrowing rate is determined based on a series of inputs including: the term, the risk determined by the Yield to Maturity ("YTM") ratio on 'BBB' rated corporate bonds and a credit risk adjustment based on the Group's bond yields. Corporate bond rates are a comparable reflection of the risk level of the Group and hence more suitable than government bond rates for discounting the Group's lease liabilities. Where revised lease terms involve a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease, then these changes are accounted for as a lease modification. Any revised consideration and/or revised lease length is taken into account in a remeasurement calculation that includes a revised discount rate at the effective date of the modification of terms. The revised discount rate is determined as the lessee's incremental borrowing rate at the effective date of the modification. The Group has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the lease portfolio and align with the Group's business needs. Management exercises judgement in determining whether these extension and termination options are reasonably certain to be exercised. The Group has also applied judgement to determine the lease term for some lease contracts in which it is a lessee that either have no specified end date, or where the Group continues to occupy the property despite the contractual lease end date having passed. In determining the lease term, the Group takes into consideration its commercial strategy on a store-by-store basis and the future intentions of the Group regarding the duration of continuing occupation of the property. For lease contracts falling into these parameters, the associated lease liability is calculated at the present value of the minimum lease payments over the estimated lease term, discounted at the Group's incremental cost of borrowing. A corresponding right-of-use asset is also recognised. The Group presents right-of-use assets that do not meet the definition of investment property separately on the face of the Consolidated Statement of Financial Position. The Group presents lease liabilities separately within the Consolidated Statement of Financial Position. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 172 # Notes to the Consolidated Financial Statements continued ## 15. Leases continued Accounting Policy continued ### Short-term Leases The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. ### Payments Expensed to the Consolidated Group Income Statement: Variable lease payments, short-term lease payments, rolling lease payments and non-lease service components have been charged to the Consolidated Income Statement. Variable lease payments charged to the Consolidated Income Statement are those which are impacted by changes in sales at certain stores where the lease includes an element of turnover rent. Rolling lease payments are in relation to leases where the Group has applied judgement to determine the lease term for certain lease contracts in which the Group is a lessee that either have no specified end date, or where the Group continues to occupy the property despite the contractual lease end date having passed. ### As a Lessor The Group sub-leases a small number of properties. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, the lease is a finance lease. If not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of other income. ### The Group as a Lessee Information about leases for which the Group is a lessee is presented below. ### Property Leases The Group leases buildings for its office space, retail stores and warehouses. Some leases include an option to renew the lease for an additional number of years after the end of the non-cancellable period. Some require the Group to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor. Some properties leased by the Group provide for additional rent payments that are based on changes in local price indices or sales that the Group makes at the leased store in the period. In respect of contracts linked to store sales, initial recognition of the lease liability is measured at the present value of the minimum lease payments specified in the contract excluding the element linked to sales, since the variable element of these payments is not based on an index or rate. Where the variable element of the payments is based on an index or rate, initial and subsequent measurement of the lease liability includes these index-linked payments. ### Other Leases The Group also leases vehicles and equipment (including IT equipment). The carrying amount of the right-of-use asset is as follows: | | 2026 £m | 2025 £m | | --- | --- | --- | | Right-of-use assets | 2,759 | 2,813 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 15. Leases continued ### Right-of-use Assets | | Property £m | Plant & vehicles £m | Total £m | | --- | --- | --- | --- | | Net book value | | | | | At 3 February 2024 | 2,273 | 24 | 2,297 | | Additions | 615 | 4 | 619 | | Additions - on acquisition | 383 | 14 | 397 | | Transfer to assets held-for-sale (Note 37) | (42) | - | (42) | | Reclassifications | - | (2) | (2) | | Disposals | (70) | - | (70) | | Divestments (Note 12) | (6) | - | (6) | | Impairment(1) | (26) | - | (26) | | Depreciation | (448) | (10) | (458) | | Remeasurement adjustments | 116 | - | 116 | | Foreign exchange retranslation | (12) | - | (12) | | At 1 February 2025 | 2,783 | 30 | 2,813 | | Additions | 525 | 2 | 527 | | Impairment(1) | (75) | - | (75) | | Depreciation | (561) | (1) | (562) | | Remeasurement adjustments | 83 | (2) | 81 | | Foreign exchange retranslation | (25) | - | (25) | | At 31 January 2026 | 2,730 | 29 | 2,759 | (1) The impairment charge for the period is made up of adjusting items of £69 million (2025: £19 million) and non-adjusting items of £6 million (2025: £7 million). See Note 4 for adjusting items. Lease modifications have been accounted for by remeasuring the right-of-use asset and corresponding lease liability for any change in lease length and total consideration, recalculated using a revised discount rate of the lessee's incremental borrowing rate at the effective date of the modification. Other remeasurement adjustments to the right-of-use asset predominantly relate to deferred income and rolling leases. The total net book value divested in the year ended 31 January 2026 is £Nil (year ended 1 February 2025: total net book value of £6 million divested, of which £Nil was classified as held-for-sale in the year ended 3 February 2024 and £6 million was divested in the year ended 1 February 2025 (see Note 12)). During the year, the Group completed the disposal of its JD UK distribution centre in Derby, which had been transferred to assets held-for-sale in the year ended 1 February 2025. No assets were transferred to held-for-sale in the year ended 31 January 2026. ## Impairment of Right-of-use Assets The majority of the Group's right-of-use assets relate to leases of retail stores. The Group treats each store as a separate CGU for impairment testing as this is the level at which largely independent cash inflows are generated. Each store CGU comprises the store right-of-use asset and associated property, plant and equipment, and is tested for impairment at the balance sheet date if any indicators of impairment have been identified. Note 14 summarises the relevant accounting policy followed and key assumptions and judgements. The remainder of the Group's right-of-use assets comprise leased office and warehouse space along with vehicles and equipment. As explained in Note 14 in regard to owned corporate assets, these have been tested by reference to the cash flows generated by the grouping of stores CGUs in the region or fascia that they serve. Where indicators of impairment are identified, the store CGU has been tested for impairment by comparing its carrying amount with its recoverable amount determined from value-in-use calculations. Fair value less costs of disposal has also been considered where appropriate. Where the recoverable amount was less than the carrying value, an impairment charge has been recorded, pro-rated between the store CGU's right-of-use asset and property, plant and equipment as appropriate. The Group has recognised an impairment charge of £75 million (2025: £26 million) against right-of-use assets as a result of impairment testing. The impairment charge recognised is not materially sensitive to reasonably possible changes in the key assumptions set out in Note 14. Changes of plus or minus 10% in forecast sales, a 100 basis point movement in the discount rate, or a 50 basis point movement in the gross margin do not give rise to a material change in the impairment charge, whether assessed individually or in combination. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 15. Leases continued Right-of-use Assets continued ### Lease Liabilities The Group presents lease liabilities separately within the Consolidated Statement of Financial Position. The carrying amount of the lease liabilities as at 31 January 2026 is shown below, along with a maturity analysis of contractual undiscounted cash flows to which the Group is committed. | | 2026 £m | 2025 £m | | --- | --- | --- | | Maturity analysis - contractual undiscounted cash flows | | | | Within one year | 622 | 650 | | Later than one year and not later than two years | 619 | 587 | | Later than two years and not later than three years | 568 | 521 | | Later than three years and not later than four years | 458 | 454 | | Later than four years and not later than five years | 382 | 373 | | After five years | 1,134 | 1,129 | | Total undiscounted lease liabilities | 3,783 | 3,714 | | | 2026 £m | 2025 £m | | Current | 516 | 493 | | Non-current | 2,622 | 2,566 | | Lease liabilities included in the Consolidated Statement of Financial Position | 3,138 | 3,059 | | | 2026 £m | 2025 £m | | Opening balance | 3,059 | 2,484 | | Additions | 542 | 620 | | Acquisitions | - | 387 | | Transfer to liabilities held-for-sale (Note 37) | - | (50) | | Disposals | - | (70) | | Divestments (Note 12) | - | (6) | | Interest on lease liabilities | 149 | 112 | | Repayments of lease liability | (657) | (532) | | Remeasurement adjustments | 73 | 126 | | Foreign exchange retranslation | (28) | (12) | | Closing balance | 3,138 | 3,059 | Amounts recognised in the Consolidated Statement of Cash Flows and their categorisation are below: | | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | --- | | Repayment of principal portion of lease liabilities | (Cash flows from financing activities) | 508 | 420 | | Interest on lease liabilities | (Cash flows from operating activities) | 149 | 112 | | Expenses relating to short-term leases | (Net operating costs) | 5 | 4 | | Variable lease payments | (Net operating costs) | 84 | 105 | | Total cash outflow for leases | | 746 | 641 | Amounts recognised in the Consolidated Income Statement: | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Depreciation expense of right-of-use assets | 562 | 458 | | Interest on lease liabilities | 149 | 112 | | Variable lease payments not included in the measurement of lease liabilities | 84 | 105 | | Income from sub-leasing right-of-use assets | (3) | (1) | | Expenses relating to short-term leases | 5 | 4 | | Impairment of right-of-use assets | 75 | 26 | ## The Group as a Lessor The Group sub-leases some of its residential and office properties under operating leases. The Group has classified these leases as operating leases, because they do not transfer substantially all the risk and rewards incidental to the ownership of the assets. Lease income from lease contracts in which the Group acts as a lessor amounted to £3 million (2025: £1 million). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 16. Other Assets ### Key Money Monies paid in certain countries to give leaseholders access to retail locations are capitalised within non-current assets. Key money is stated at cost less expected credit losses. The key money is recoverable on disposal of a retail location but a loss allowance is calculated if the recoverable amount is less than the historic cost. Gains/losses on key money from the subsequent disposal of these retail locations are recognised in the Consolidated Income Statement. Within key money are amounts due within one year of £1 million (2025: £1 million). ### Deposits Money paid in certain countries as deposits to store landlords as protection against non-payment of rent is capitalised within non-current assets. Deposits are stated at cost less expected credit losses. The deposit is recoverable on disposal of a retail location. Deposits are assessed for recoverability on leased stores using an IFRS 9 expected credit loss model. No loss allowance was recognised as of 31 January 2026 (2025: none) because it was assessed that the amounts are fully recoverable. Within Deposits are amounts due within one year of £1 million (2025: £2 million). | | Key Money £m | Deposits £m | Total £m | | --- | --- | --- | --- | | Cost | | | | | At 3 February 2024 | 12 | 45 | 57 | | Additions | - | 19 | 19 | | Disposals | - | (13) | (13) | | Acquisitions | 4 | 8 | 12 | | At 1 February 2025 | 16 | 59 | 75 | | Additions | 1 | 11 | 12 | | Deposits returned | - | (5) | (5) | | Exchange differences | - | 1 | 1 | | At 31 January 2026 | 17 | 66 | 83 | | Impairment | | | | | At 3 February 2024 | 3 | - | 3 | | Acquisitions | 1 | - | 1 | | At 1 February 2025 | 4 | - | 4 | | Charge for period | 1 | - | 1 | | At 31 January 2026 | 5 | - | 5 | | Net book value | | | | | At 31 January 2026 | 12 | 66 | 78 | | At 1 February 2025 | 12 | 59 | 71 | ## 17. Other Investments At 31 January 2026, the Group held an equity investment in Applied Nutrition Limited ('Applied Nutrition'), representing a 9.78% ownership interest (2025: 9.78%). The investment is accounted for as a financial asset in accordance with IFRS 9 'Financial Instruments' (further details in Note 22). The Group has made an irrevocable election at initial recognition to present subsequent changes in the fair value of this equity investment in other comprehensive income, as the investment was not considered held for trading. As a result, fair value movements are recognised in other comprehensive income and are not reclassified to profit or loss on disposal. Instead, the gains (or losses) accumulated within Fair value reserve of financial assets at FVTOCI are moved to Retained earnings. During the year, a fair value gain of £19 million (2025: £4 million) was recognised in other comprehensive income and it is accumulated in Fair value reserve of financial assets at FVOCI. | | 2026 £m | 2025 £m | | --- | --- | --- | | Applied Nutrition | 57 | 38 | | Other Investments - at fair value through other comprehensive income | 57 | 38 | | | | | | Of which: | | | | Current | - | - | | Non-current | 57 | 38 | Subsequent to the reporting date of 31 January 2026, the Group committed to a plan to dispose of its remaining investment in Applied Nutrition. No such decision had been made as at the reporting date. Accordingly, the criteria for classification as held for sale under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations were met only after the reporting date, and the investment has therefore not been classified as held for sale at 31 January 2026. In March and April 2026, the Group reduced its shareholding from 9.78% to 9.1% through a series of partial disposals, generating proceeds of approximately £2 million. On 16 April 2026, the Group disposed of its remaining 9.1% shareholding for cash proceeds of £49 million. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 18. Inventories | | 2026 £m | 2025 £m | | --- | --- | --- | | Finished goods and goods for resale | 2,017 | 2,021 | The cost of inventories recognised as expenses and included in cost of sales for the 52 weeks ended 31 January 2026 was £6,711 million (2025: £6,086 million as restated). Included within inventories is £3 million of deferred supplier rebates (2025: £1 million). The Group had £79 million (2025: £77 million) of inventory provisions at the end of the period; the movement on this provision is shown below: | | £m | | --- | --- | | At 3 February 2024 | 71 | | Recognised | 58 | | Released | (6) | | Utilised | (46) | | Other | 1 | | Foreign exchange | (1) | | At 1 February 2025 | 77 | | Recognised | 33 | | Released | (1) | | Utilised | (27) | | Foreign exchange | (3) | | At 31 January 2026 | 79 | ## 19. Trade and Other Receivables | | 2026 £m | 2025 £m | | --- | --- | --- | | Current assets | | | | Trade receivables | 37 | 27 | | Other receivables(1) | 60 | 50 | | Derivative asset | 2 | 12 | | Prepayments | 185 | 173 | | Accrued income | - | 4 | | Right of return asset | 14 | 11 | | | 298 | 277 | | Non-current assets | | | | Other receivables | 1 | 1 | | | 1 | 1 | (1) Other receivables includes construction allowances & 'Return to Vendor' ('RTV') receivables. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 19. Trade and Other Receivables continued ### Expected Credit Loss Assessment Each subsidiary within the Group allocates each exposure to a credit risk grade based on the data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and available press information about customers) and by applying experienced credit judgement. An allowance matrix is used to measure the expected credit losses ('ECLs') of trade receivables from smaller customers, which comprise a large number of small balances. Loss rates are based on actual credit loss experience over the past five years, factoring in other information such as current conditions, age of the customer relationship and the view of the economic conditions over the expected lives of the receivables. The Group recognises loss allowances for ECLs on financial assets measured at amortised cost and measures the loss allowances at an amount equal to the lifetime ECLs for trade receivables. The following table provides information about the exposure to credit risk and expected credit losses for trade receivables as at 31 January 2026: | | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Gross carrying amount £m | Loss allowance £m | Net £m | Gross carrying amount £m | Loss allowance £m | Net £m | | Not past due | 25 | - | 25 | 16 | - | 16 | | Past due 0 - 30 days | 8 | - | 8 | 5 | - | 5 | | Past due 31 - 60 days | 2 | - | 2 | 3 | - | 3 | | Past due 61 - 90 days | 1 | - | 1 | 2 | - | 2 | | More than 90 days past due | 7 | (6) | 1 | 6 | (5) | 1 | | | 43 | (6) | 37 | 32 | (5) | 27 | At 31 January 2026, the exposure to credit risk for trade receivables by geographic region was as follows: | | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Gross £m | Loss allowance £m | Net £m | Gross £m | Loss allowance £m | Net £m | | UK & ROI | 9 | - | 9 | 7 | - | 7 | | Europe | 24 | (2) | 22 | 17 | (1) | 16 | | North America | 3 | - | 3 | 4 | - | 4 | | Rest of world | 7 | (4) | 3 | 4 | (4) | - | | Total | 43 | (6) | 37 | 32 | (5) | 27 | At 31 January 2026, the exposure to credit risk for trade receivables by type of counterparty was as follows: | | 2026 | | | 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | Gross £m | Loss allowance £m | Net £m | Gross £m | Loss allowance £m | Net £m | | Wholesale customers | 4 | - | 4 | 9 | (1) | 8 | | Retail customers | 21 | (6) | 15 | 6 | - | 6 | | End user customers | 4 | - | 4 | 6 | - | 6 | | Other(1) | 14 | - | 14 | 11 | (4) | 7 | | Total | 43 | (6) | 37 | 32 | (5) | 27 | (1) Other includes supplier rebates and amounts owed by suppliers for contributions towards marketing promotion costs. Movement on the provision is shown below: | | £m | | --- | --- | | At 3 February 2024 | 1 | | Created | 4 | | Released | (1) | | Acquired on acquisition | 1 | | At 1 February 2025 | 5 | | Created | 1 | | At 31 January 2026 | 6 | As at 31 January 2026, the Group has evaluated the carrying amounts of all classes of financial assets included within the Trade and other receivables balance. This assessment is based on the creditworthiness of the counterparties, historical loss experience and forward-looking information. Management has assessed that other receivables does not contain material credit risk. Accordingly, no material expected credit loss allowance has been recognised for these balances. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 20. Cash and Cash Equivalents Other cash equivalents consist of lodgements in transit from debit and credit card receivables. Short-term deposits are call deposits with an original maturity of three months or less, highly liquid, readily convertible to known amounts of cash, and subject to an insignificant risk of changes in value. Money market funds comprise holdings in highly liquid, low-risk funds investing in a diversified portfolio of short-term, investment-grade debt instruments. These funds are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. No balance was held at the end of the prior financial year (FY25). Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the Consolidated Statement of Cash Flows, as these are used as an integral part of the Group's cash management. | | 2026 £m | 2025 £m | | --- | --- | --- | | Cash at bank and in hand | 343 | 455 | | Other cash equivalents | 27 | 57 | | Short-term deposits | 352 | 219 | | Money market funds | 132 | - | | | 854 | 731 | ## 21. Interest-Bearing Loans and Borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Following the initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the Consolidated Income Statement over the period of the borrowings on an effective interest basis. | | 2026 £m | 2025 £m | | --- | --- | --- | | Current liabilities | | | | Bank overdrafts | 18 | 36 | | Bank facilities | 13 | 48 | | Other bank loans | 1 | 4 | | Bank loans and overdrafts - current | 32 | 88 | | Non-current liabilities | | | | Term bank loan | 506 | 560 | | Other bank loan | 4 | 31 | | Bank loans and overdrafts - non-current | 510 | 591 | The following provides information about the contractual terms of the Group's interest-bearing loans and borrowings. For more information about the Group's exposure to interest rate risk, see Note 23. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 179 # Notes to the Consolidated Financial Statements continued ## 21. Interest-Bearing Loans and Borrowings continued ### Term Loan On 8 July 2025 the Group entered into a new Term Loan facility for a total commitment of $700 million for the purpose of refinancing the existing Term Loan, which was drawn for the acquisition of Hibbett Inc in July 2024. From the original Term Loan of $1 billion the remaining balance of $700 million was refinanced and the new facility was drawn in full. The counterparties to the new Term Loan comprise a larger syndicate of 10 banks, representing an increase of the lender group under the previous facility. The term of the facility is three years and expires on 8 July 2028 followed by two one-year extension options subject to lender consent. As these are contingent on third-party agreement rather than being contractual rights of the Group, they are not considered embedded derivatives or loan commitments within the scope of IFRS 9 and are not separately recognised. The Group is subject to covenants on net debt leverage and a fixed charge cover. The interest rate payable on the loan is at one, three or six month intervals (at the Group's discretion) at a rate of SOFR (Secured Overnight Financing Rate) plus a margin of 1%. As at 31 January 2026 this facility encompassed cross-guarantees between the Company, JD Sports Fashion Europe Holdings Limited, Genesis Holdings Inc, Hibbett Retail Inc, The Finish Line Inc, The Finish Line USA Inc, Shoe Palace Corporation, DTLR Inc, Sprinter Megacentros del Deporte SL, JD Spain Sports Fashion 2010 SL, JD Sports Fashion Australia PTY Ltd, JD Sports Fashion SRL and John David Sports Fashion (Ireland) Limited. ### Bank Facilities As at 31 January 2026 the Group had a £1 billion syndicated Revolving Credit Facility ('RCF'). This was refinanced on 8 July 2025 and the previous £700 million RCF and $300 million Asset Based Lending facility were cancelled at this time. The borrowers on this facility are the Company, JD Sports Fashion Europe Holdings Limited and Genesis Holdings Inc. The counterparties to the new RCF comprise a larger syndicate of 10 banks, representing an increase of the lender group under the previous facility. The term of the facility is five years and expires on 8 July 2030 followed by two one-year extension options subject to lender consent. As these are contingent on third-party agreement rather than being contractual rights of the Group, they are not considered embedded derivatives or loan commitments within the scope of IFRS 9 and are not separately recognised. The Group is subject to covenants on net debt leverage and a fixed charge cover. The interest rate payable on the loan is at a one, three or six month intervals (at the Group's discretion) at a base rate applicable to the currency of the loan plus a margin of 0.8%. The facility is available to draw in GBP, EUR and USD. As at 31 January 2026 this facility encompassed cross-guarantees between the Company, JD Sports Fashion Europe Holdings Limited, Genesis Holdings Inc, Hibbett Retail Inc, The Finish Line Inc, The Finish Line USA Inc, Shoe Palace Corporation, DTLR Inc, Sprinter Megacentros del Deporte SL, JD Spain Sports Fashion 2010 SL, JD Sports Fashion Australia PTY Ltd, JD Sports Fashion SRL and John David Sports Fashion (Ireland) Limited. As the new Term Loan and RCF refinanced existing drawn balances, there was no net cash movement at the date of refinancing, other than the settlement of transaction fees and accrued interest. The refinancing has been assessed as a modification of the existing liabilities, as no substantive cash flows occurred and, other than an increase in the size of the lender syndicate, the counterparties remained largely unchanged. ### Loans and Overdrafts The bank loans and overdrafts attract interest rates ranging from 0.7% to 6.3%. The overdrafts are repayable on demand and the bank loans are repayable over periods between 1 and 41 months. Included within bank loans and overdrafts are other bank loans of £5 million (2025: £35 million) and overdrafts of £18 million (2025: £36 million). ## 22. Financial Instruments: Categories and Fair Values Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Financial liabilities are derecognised when the obligation specified in the contract is discharged, is cancelled or expires. ### Financial Assets The Group's financial assets are non-derivative and derivative financial assets. The non-derivative assets are initially recognised at fair value and subsequently measured at amortised cost, and are held to collect principal contractual cash flows and related interest. Credit loss allowance is calculated using lifetime expected credit losses for trade receivables and contract assets, and as 12-months expected credit loss for other assets, if the assets are considered to have low credit risk or if there was no significant increase in credit risk since initial recognition. Cash and cash equivalents comprise short-term cash deposits with major clearing banks earning floating rates of interest based upon bank base rates or rates linked to SONIA, SOFR (Secured Overnight Financing Rate), EURIBOR (Euro Interbank Offered Rate), and WIBOR (Warsaw Interbank Offer Rate). Derivative financial assets are initially recognised and subsequently measured at fair value. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 22. Financial Instruments: Categories and Fair Values continued ### Financial Liabilities Financial liabilities are initially recognised at fair value. Subsequently, derivative liabilities are measured at fair value and all other financial liabilities are measured at amortised cost. The Group recognises the following financial instruments on its Consolidated Statement of Financial Position. | | 2026 £m | At amortised cost £m | At fair value through profit or loss £m | At fair value through other comprehensive income £m | | --- | --- | --- | --- | --- | | Financial assets | | | | | | Cash and cash equivalents | 854 | 722 | 132 | - | | Deposits | 66 | 66 | - | - | | Key money | 12 | 12 | - | - | | Trade receivables | 37 | 37 | - | - | | Other receivables | 61 | 61 | - | - | | Other investments | 57 | - | - | 57 | | Derivative asset | 2 | - | 2 | - | | Financial liabilities | | | | | | Derivative liability | (7) | - | (7) | - | | Trade payables | (705) | (705) | - | - | | Other payables and accrued expenses | (465) | (465) | - | - | | Other payables - non-current | (108) | (108) | - | - | | Lease liabilities - current | (516) | (516) | - | - | | Lease liabilities - non-current | (2,622) | (2,622) | - | - | | Deferred consideration - current | (8) | (8) | - | - | | Deferred consideration - non-current | (3) | (3) | - | - | | Interest-bearing loans and borrowings - current | (32) | (32) | - | - | | Interest-bearing loans and borrowings - non-current | (510) | (510) | - | - | | Put and call options held by Non-controlling interests - current | (39) | (39) | | | | Put and call options held by Non-controlling interests - non-current | (816) | (816) | - | - | | | 2025 £m | At amortised cost £m | At fair value through profit or loss £m | At fair value through other comprehensive income £m | | --- | --- | --- | --- | --- | | Financial assets | | | | | | Cash and cash equivalents | 731 | 731 | - | - | | Deposits | 59 | 59 | - | - | | Key Money | 12 | 12 | - | - | | Trade receivables | 27 | 27 | - | - | | Other receivables | 51 | 51 | - | - | | Accrued Income | 4 | 4 | - | - | | Other Investments | 38 | - | - | 38 | | Derivative asset | 12 | - | 12 | - | | Financial liabilities | | | | | | Derivative liability | (1) | - | (1) | - | | Trade payables | (840) | (840) | - | - | | Other payables and accrued expenses(1) | (501) | (501) | - | - | | Other payables - non-current | (145) | (145) | - | - | | Lease liabilities - current | (493) | (493) | - | - | | Lease liabilities - non-current | (2,566) | (2,566) | - | - | | Deferred consideration - non-current | (3) | (3) | - | - | | Interest-bearing loans and borrowings - current | (88) | (88) | - | - | | Interest-bearing loans and borrowings - non-current | (591) | (591) | - | - | | Put and call options held by Non-controlling interests - current | (188) | (188) | - | - | | Put and call options held by Non-controlling interests - non-current | (669) | (669) | - | - | (1) Following the finalisation of the purchase price allocation for Courir, a measurement-period adjustment has been identified in accordance with IFRS 3 resulting in an increase in accruals of €5 million (£3 million), as further explained in Note 11. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 22. Financial Instruments: Categories and Fair Values continued ### Fair Values For the following balances as shown in the Statement of Financial Position as at 52 weeks to 31 January 2026, the fair value approximates the carrying value: Trade and other receivables, Cash and cash equivalents, Other investments, Interest-bearing loans and borrowings - current and Trade and other payables - current and non-current. Fair values and carrying amounts differ for Interest-bearing loans and borrowings - non-current as shown in the Statement of Financial Position as at 52 weeks to 31 January 2026 by £138 million (2025: £32 million). Fair values are calculated by discounting the future value of the loan using relevant Group discount rates, thus the increase is driven by the extension of the loan period. The carrying value and fair value of the Genesis put and call option liability is approximately equal; please refer to Note 25 for further information in respect of measurement. In respect of the Group's non-current financial assets and liabilities as at 31 January 2026 and 1 February 2025, the fair value has been calculated by discounting contractual cash at a rate which reflects the current market assessments of the time value of money and the specific risks applicable to the liability. The valuations were categorised as Level 2 in the fair value hierarchy as significant inputs to valuations are observable. ### Fair Value Hierarchy As at 31 January 2026, the Group held non-hedged foreign exchange forward contracts which were carried at fair value on the Consolidated Statement of Financial Position. The Group uses the following hierarchy for determining and disclosing the fair value of financial instrument by valuation technique: Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. | 31 January 2026 | Fair value £m | Level 1 £m | Level 2 £m | Level 3 £m | | --- | --- | --- | --- | --- | | Financial assets at fair value | | | | | | Foreign exchange forward contracts - non-hedged | 2 | - | 2 | - | | Other investments | 57 | 57 | - | - | | Money market funds | 132 | 132 | - | - | | Financial liabilities at fair value | | | | | | Foreign exchange forward contracts - non-hedged | 7 | - | 7 | - | | 1 February 2025 | Fair value £m | Level 1 £m | Level 2 £m | Level 3 £m | | --- | --- | --- | --- | --- | | Financial assets at fair value | | | | | | Foreign exchange forward contracts - non-hedged | 12 | - | 12 | - | | Other investments | 38 | 38 | - | - | | Financial liabilities at fair value | | | | | | Foreign exchange forward contracts - non-hedged | 1 | - | 1 | - | ## 23. Financial Instruments: Financial Risk Management ### Treasury Policy The Group operates a centralised treasury function to manage the Group's funding requirements and financial risks in line with the Board approved treasury policies and procedures, and their delegated authorities. The Group's financial instruments, as listed in Note 22, comprise borrowings, cash and liquid resources, and various items such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to finance the Group's operations. The Group treasury function enters into forward currency contracts to manage the foreign currency risks arising from the Group's operations. The treasury function is managed as a cost centre and does not engage in speculative trading. ### Financial Risk Management The Group's operations expose it to a variety of financial risks, including the effect of changes in liquidity and funding, credit, foreign currency and interest rate risks. The policies and strategies for managing these risks are summarised on the following pages: ### (a) Liquidity and Funding Risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group manages its cash and borrowing requirement to minimise net interest expense, whilst ensuring that the Group has sufficient liquid resources to meet the operating needs of the business. The forecast cash and borrowing profile of the Group is monitored on an ongoing basis, to ensure that adequate headroom remains under committed borrowing facilities. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 23. Financial Instruments: Financial Risk Management continued The Group's principal sources of committed funding comprise a $700 million Term Loan and a £1 billion syndicated revolving credit facility ('RCF'), both refinanced on 8 July 2025. The Term Loan, which matures in July 2028 with two lender-consented extension options, was drawn in full and used to refinance the balance of the previous acquisition facility relating to Hibbett Inc. The RCF, which matures in July 2030 with similar extension options, replaced the prior revolving credit and asset-based lending facilities. Both facilities are provided by a diversified syndicate of 10 banks, are subject to net debt leverage and fixed charge cover covenants, and benefit from cross-guarantees across key Group entities. As the refinancing replaced existing drawn balances, there was no material net cash movement other than the payment of transaction fees and accrued interest, and the refinancing was accounted for as a modification of existing liabilities. The Board regularly reviews the current financial position and performance, and assesses the future prospects of the Group. As part of this assessment, the Board reviews the Group's income and expenditure projections, cash flows and other key financial ratios, along with the potential impact of, and challenges presented by, the principal risks outlined on pages 44 to 51. The Group's strategy, along with the factors likely to affect the development, performance and position of the businesses, are detailed throughout the Strategic Report on pages 2 to 81. In accordance with the requirements of the 2024 UK Corporate Governance Code, the Board has assessed the viability of the Group for a period of three years to 7 May 2029. See page 51 for the Group's Going Concern and Viability Statement. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted using period-end spot rates, except for gross cash flows of forward currency contract derivatives which are presented net for the purposes of this table. | | 2026 £m | 0-3 months £m | 3-12 months £m | 1-2 years £m | 2-5 years £m | >5 years £m | | --- | --- | --- | --- | --- | --- | --- | | Non-derivative financial instruments | | | | | | | | Term Loan | 550 | 5 | 14 | 18 | 513 | - | | Other bank loans and overdrafts | 45 | 30 | 6 | 5 | 4 | - | | Trade and other payables(1) | 1,376 | 1,115 | 151 | 23 | 65 | 22 | | Lease liabilities(2) | 3,783 | 193 | 429 | 619 | 1,408 | 1,134 | | Put and call options(3) | 961 | 39 | - | - | 892 | 30 | | Derivative financial instruments | | | | | | | | Derivative liability | 6 | 4 | 2 | - | - | - | | | 6,721 | 1,386 | 602 | 665 | 2,882 | 1,186 | (1) Trade and other payables exclude accruals related to salaries, as these are non-financial instruments. (2) This is the undiscounted value of the lease liabilities (see Note 15). (3) An assumption has been made in relation to put and call options that payment will be made between three and six months after the option has been exercised due to the time required to complete all of the required steps in each agreement and finalise the legal agreements. An amendment was made to payment terms in FY25 described in Note 25. | | Restated(1)2025£m | 0-3 months£m | 3-12 months£m | 1-2 years£m | 2-5 years£m | >5 years£m | | --- | --- | --- | --- | --- | --- | --- | | Non-derivative financial instruments | | | | | | | | Term Loan | 589 | 6 | 17 | 566 | - | - | | Other bank loans and overdrafts | 119 | 78 | 14 | 12 | 13 | 2 | | Trade and other payables(1) | 1,513 | 1,278 | 105 | 26 | 61 | 43 | | Lease liabilities | 3,714 | 165 | 485 | 587 | 1,348 | 1,129 | | Put and call options | 902 | - | 192 | 200 | 510 | - | | Derivative financial instruments | | | | | | | | Derivative liability | 11 | 2 | 9 | - | - | - | | | 6,848 | 1,529 | 822 | 1,391 | 1,932 | 1,174 | (1) Following the finalisation of the purchase price allocation for Courir, a measurement-period adjustment has been identified in accordance with IFRS 3 resulting in an increase in accruals for 1 - 2 years of €5 million (£3 million), as further explained in Note 11. ## (b) Credit Risk Credit risk arises from the possibility of customers and counterparties failing to meet their obligations to the Group. Investments of cash surpluses and derivative instruments are made through major clearing banks, which must meet minimum credit ratings as required by the Board. The table below provides details of cash and cash equivalents by long-term credit rating of investment-grade rated counterparties: | £m | Total | Credit rating of counterparty (1) | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | AAA | Aa1 | Aa2 | Aa3 | A1 | A2 | A3 | Baa3(4) | Baa2(4) | Baa3(4) | Bal(4) | | Cash and cash equivalents(2) | | | | | | | | | | | | | | As at 31 January 2026 | 861 | 132 | - | - | 60 | 287 | 185 | 167 | 6 | 3 | 17 | 4 | | As at 1 February 2025(3) | 716 | - | - | - | 16 | 465 | 98 | 106 | 24 | 2 | 2 | 3 | (1) Moody's equivalent rating shown. (2) Cash and cash equivalents excludes cash held in stores and cash in transit balances (3) FY25 balances have been updated to also exclude cash held in stores and cash in transit balances (4) The Group's bank credit profile reflects exposure to some lower rated institutions, including national banks in Greece and Cyprus following the 2008 Financial Crisis, legacy banking relationships within acquired US businesses (under active review), and non investment grade counterparties in Eastern Europe, Thailand and Andorra. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 23. Financial Instruments: Financial Risk Management continued ### Impairment of Financial Assets The Group's credit risk management practices include internal review and reporting of the ageing of trade and other receivables by days past due, supported by a centralised accounts receivable function. Credit risk exposure largely reflects the characteristics of individual customers, while also taking into account broader industry and country-specific factors. Customers wishing to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an ongoing basis and a provision is made for impairment where amounts are not thought to be recoverable (see Note 19). At the reporting date, there were no significant concentrations of credit risk. The Group's maximum exposure to credit risk comprises trade and other receivables (excluding prepayments, and right of return assets) of £99 million (2025: £89 million) and cash and cash equivalents of £854 million (2025: £731 million). The trade receivables balances are typically held by the wholesale businesses within the Group. Each subsidiary establishes a credit policy under which each new customer is analysed individually for creditworthiness before the payment and delivery terms and conditions are offered. The Group's review includes financial statements, credit agency information and industry information. Each subsidiary limits its credit exposure by setting payment periods. The Group applies the simplified approach under IFRS 9 Financial Instruments, recognising lifetime expected credit losses for trade and lease receivables. Receivables are grouped based on shared credit risk characteristics, such as customer type, geography, industry, trading history and any indicators of prior financial difficulty. Further details are disclosed in Note 19. To measure expected credit losses, trade receivables have been grouped by shared credit risk characteristics. Expected credit losses are estimated using a provision matrix based on historical loss experience, with adjustments made, where relevant, to reflect current conditions and forward-looking information. Additional specific provisions may be recognised where there is evidence of a deterioration in an individual customer's credit quality; none were identified in FY26 (2025: none). Receivables aged over 180 days past due are generally considered less likely to be recoverable and are typically fully provided for, while lower ageing buckets are provided for using differentiated loss rates by revenue stream and geography. Where credit insurance is in place or a legal right of offset exists, provisions are recognised on the uninsured or net exposure. Trade receivables are written off when recovery is no longer considered reasonably likely, including where customers do not engage in repayment plans or settle balances within 180 days past due. Impairment losses on trade receivables are presented as net impairment losses within operating profit and subsequent recoveries are credited to the same line item. ### (c) Foreign Currency Risk The currency profile of those monetary financial assets and liabilities subject to foreign currency risk are shown below: | 2026 | Total | Sterling | Euros | US Dollars | Polish Zloty | Australian Dollars | Other | | --- | --- | --- | --- | --- | --- | --- | --- | | Cash and cash equivalents | 854 | 165 | 379 | 227 | 5 | 40 | 38 | | Trade receivables | 37 | 11 | 20 | 4 | 1 | 1 | - | | Interest-bearing loans and borrowings | (542) | (1) | (12) | (516) | (13) | - | - | | Trade payables | (705) | (110) | (287) | (240) | (14) | (26) | (28) | | Net exposure by currency | (356) | 65 | 100 | (525) | (21) | 15 | 10 | | 2025 | Total | Sterling | Euros | US Dollars | Polish Zloty | Australian Dollars | Other | | --- | --- | --- | --- | --- | --- | --- | --- | | Cash and cash equivalents | 731 | 183 | 331 | 148 | 3 | 26 | 40 | | Trade receivables | 27 | 6 | 14 | 4 | 2 | - | 1 | | Interest-bearing loans and borrowings | (679) | - | (86) | (567) | (15) | (1) | (10) | | Trade payables | (840) | (167) | (286) | (330) | (12) | (20) | (25) | | Net exposure by currency | (761) | 22 | (27) | (745) | (22) | 5 | 6 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 23. Financial Instruments: Financial Risk Management continued ### (c) Foreign Currency Risk continued #### Foreign Currency Transactional Risk The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the functional currency of the purchasing company. The currencies giving rise to this risk in the Group with principal exposure are the Euro and US Dollar. In line with the Treasury Policy the Group enters into forward contracts in the same currency as the highly probable future purchases which are expected to occur within a maximum 18 month period. In accordance with its Treasury Policy, the Group does not hold or issue derivative financial instruments for trading purposes Our management of European and North American supply chain reduces the Sterling/Euro/USD exposure as the local distribution centres source the goods in local currency and create a natural hedge. Surplus Euros and USD are used to fund international store developments across Europe and the US respectively, thus alleviating the need for local third-party financing. Where a derivative financial instrument is used to hedge the foreign exchange exposure of a recognised monetary asset or liability, no hedge accounting is applied and any gain or loss on the hedging instrument is recognised in the Consolidated Income Statement. As at 31 January 2026, the fair value of these instruments were assets of £2 million (2025: £12 million) and liabilities of £7 million (2025: £1 million). The net liability of £5 million is due within one year (2025: net asset of £11 million). A loss of £16 million (2025: gain of £10 million) has been recognised in cost of sales within the Consolidated Income Statement for the change in fair value of these instruments. We have considered both the Group and the counterparties' credit risk and none are expected to have a material effect on the valuation of these instruments. #### Foreign Currency Translation Risk Transactions denominated in foreign currencies are translated into Sterling at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rate of exchange at the reporting date. Exchange differences in monetary items are recognised in the Consolidated Income Statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in Other Comprehensive Income or profit or loss are also recognised in Other Comprehensive Income or profit or loss, respectively). On consolidation, the assets and liabilities of the Group's overseas operations are translated into Sterling at the rate of exchange at the reporting date. Income and expenses are translated at the average exchange rate for the accounting period. Foreign currency differences are recognised in Other Comprehensive Income and are presented in the foreign currency translation reserve. The Group has considered the impact of a 10% strengthening or weakening of Sterling relative to the following currencies as at the reporting date. The reduction to profit before tax primarily illustrates the impact on monetary assets and liabilities held in other currencies than the functional currencies of the entities. The impact of the foreign currency derivatives used for economic hedges on profit or loss is minimal. The reduction in equity illustrates only the impact of the translation of the Group's investments in foreign operations. A 10% strengthening would have reduced profit before tax and equity as follows: | | Profit before tax | | Equity | | | --- | --- | --- | --- | --- | | | 2026 £m | 2025 £m | 2026 £m | 2025 £m | | Euros | (7) | (3) | (7) | (61) | | US Dollars | (19) | (74) | (215) | (111) | | | (26) | (77) | (222) | (172) | A 10% weakening of Sterling relative to the following currencies as at the reporting date would have increased profit before tax and equity as follows: | | Profit before tax | | Equity | | | --- | --- | --- | --- | --- | | | 2026 £m | 2025 £m | 2026 £m | 2025 £m | | Euros | 7 | 3 | 7 | 61 | | US Dollars | 19 | 74 | 215 | 111 | | | 26 | 77 | 222 | 172 | Calculations are performed on the same basis as the prior period and the method assumes that all other variables remain unchanged. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 23. Financial Instruments: Financial Risk Management continued ### (d) Interest Rate Risk The Group's borrowings are at fixed and floating rates and interest rate risk therefore arises from floating rate bank borrowings. The Group also has short-term cash deposits with major highly rated banks earning floating rates of interest based upon bank base rates or rates linked to SONIA, SOFR (Secured Overnight Financing Rate), EURIBOR (Euro Interbank Offered Rate), and WIBOR (Warsaw Interbank Offer Rate). Interest rate risk therefore also arises from short-term cash deposits. The Directors continue to be mindful of the potential volatility in base rates, but at present do not consider a long-term interest rate hedge necessary given the inherent short-term nature of the RCF, and the fact that the Group has short-term cash deposits earning floating rates of interest which create a natural hedge. This position is reviewed regularly, along with the level of facility required. The Group has potential bank floating rate financial liabilities on the £1 billion syndicated RCF together with the $700 million Term Loan facility, and overdraft facilities in subsidiary companies (see Notes 20 and 21). At 31 January 2026, £13 million (2025: £36 million) was drawn down from the £1 billion RCF. A change of 1.0% in the average interest rates during the period, applied to the Group's floating interest rate loans and borrowings as at the reporting date, would have an insignificant impact on the profit before tax and equity. The calculation is based on any floating interest rate loans and borrowings drawn down at the period-end date. Calculations are performed on the same basis as the prior period and assume that all other variables remain unchanged. ## 24. Trade and Other Payables and Accrued Expenses Trade and other payables are non-interest-bearing and are stated at their cost. | | 2026 £m | 2025(1) £m | | --- | --- | --- | | Current liabilities | | | | Trade payables | 705 | 840 | | Other payables and accrued expenses(1) | 578 | 574 | | Derivative liability | 7 | 1 | | Refund liabilities | 37 | 32 | | Other tax and social security costs | 143 | 136 | | Trade and other payables | 1,470 | 1,583 | | Non-current liabilities | | | | Other payables and accrued expenses | 108 | 145 | | Other payables | 108 | 145 | (1) Following the finalisation of the purchase price allocation for Courir, a measurement-period adjustment has been identified in accordance with IFRS 3 resulting in an increase in accruals of €5 million (£3 million), as further explained in Note 11. ## Reebok Brand Licence In December 2021, the Group signed a contract with ABG Reebok LLC to license the Reebok brand in various territories. The agreement became effective during the 52 week period ended 28 January 2023. As a result, the Group has recognised an intangible asset for the use of the brand on the balance sheet and a liability for the discounted contractual minimum royalty payments under the initial 11 year term of £57 million (2025: £65 million). As at 31 January 2026, the liability, included in other payables and accrued expenses, amounted to £64 million (2025: £79 million), £8 million of which is current (2025: £8 million) and £56 million (2025: £71 million) is non-current. ## Hoodrich Brand Licence In December 2023, the Group signed a contract with Hoodrich Limited to license the Hoodrich brand in various territories. The agreement became effective during the 53 week period ended 3 February 2024. As a result, the Group has recognised an intangible asset for the use of the brand on the balance sheet and a liability for the discounted contractual minimum royalty payments under the initial 7 year term of £42 million (2025: £50 million). As at 31 January 2026, the liability, included in other payables and accrued expenses, amounted to £47 million (2025: £53 million), £8 million of which is current (2025: £6 million) and £39 million is non-current (2025: £47 million). ## Football Licences In the prior period, the Group entered into exclusive distribution agreements with five European football clubs and associations. As a result, the Group has recognised an intangible asset for the use of the brands on the balance sheet and a liability for the discounted contractual minimum royalty payments under the agreements. The contract terms range between 3 and 10 years and the asset will be amortised over the relevant contract life. During the period ended 31 January 2026, one of the distribution agreements was cancelled and the relevant intangible asset disposed, therefore leaving four of these agreements as at 31 January 2026. At 31 January 2026, the asset and liability amounted to £8 million (2025: £16 million), £2 million of the liability is current (2025: £3 million) and £6 million is non-current (2025: £13 million). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 25. Put and Call Option Liabilities | | 2026 £m | 2025 £m | | --- | --- | --- | | Current liabilities | 39 | 188 | | Non-current liabilities | 816 | 669 | | Total put and call option liabilities | 855 | 857 | Put and call options are in place over all or part of the remaining non-controlling interest shareholding in various subsidiaries. The Group recognises put and call options over non-controlling interests in its subsidiary undertakings as a liability in the Consolidated Statement of Financial Position at the present value of the estimated exercise price of the put and call option. The only material put and call option remaining as at 31 January 2026 is Genesis at £787 million (2025: Genesis £831 million). The Group has used a third-party valuation expert to estimate the present value of the Group's material put and call option liabilities using a Monte-Carlo simulation model, applying a geometric Brownian motion to project the share price and an arithmetic Brownian motion for the projection of EBITDA. The option formula and multiple are stated in the option agreement allowing the strike price to be calculated from the simulated EBITDA. Upon initial recognition of put and call options, a corresponding entry is made to Other Equity (put and call option reserve), and for subsequent changes on remeasurement of the liability the corresponding entry is made to adjusting items in the Consolidated Income Statement. ## Inputs to the Monte-Carlo Simulation Models The Group has used the Board approved 5-year plan to estimate profit and cash flow forecasts for future periods. In estimating the present value of the Group's material put and call option liabilities, the key inputs to the Monte-Carlo simulation models are as follows: - The EBITDA forecasts and growth assumptions for future periods including forecast net cash/debt and forecast capital expenditure, working capital movements and taxation. - The EBITDA is projected using an Arithmetic Brownian Motion EBITDA drift. The drift for each time period is estimated from forecast EBITDA and its standard deviation is estimated from historical EBITDA data. - The risk-free discount rates, reflecting the current market assessment of the time value of money, used to discount the purchase price (subject to the option pricing cap as defined in the shareholder agreement) to present value. ## Current Year Transactions ### Genesis In March 2025, an amendment was made to the Genesis shareholders' agreement. Under the revised terms, the exercise periods for the Non-Controlling Interest ('NCI') put option and the JD call options have been deferred and could be paid in two equal instalments of 10% with two exercise periods in 2029 and 2030, as opposed to the previous agreement of four equal instalments of 5% with four exercise periods between 2025 and 2028. Any option tranche can be deferred into the following exercise period, in line with the previous agreement. There have been no other changes to key terms in the agreement, other than the exercise periods noted above. ### Thailand On 30 January 2026, the Group entered into a transaction relating to its subsidiary, JD Sports (Thailand) Limited, under which a third-party acquired 40% of the shareholding of the subsidiary, for which the Group received cash consideration of THB 469 million (£11 million). The arrangements include put and call options over the 40% interest, together with other governance and contractual rights, which result in the Group retaining control of the subsidiary in accordance with IFRS 10. Accordingly, the transaction has been accounted for as an equity transaction. No gain or loss was recognised in the Consolidated Income Statement and there was no derecognition of assets or liabilities. The cash inflow arising from the transaction has been presented within financing activities in the Consolidated Statement of Cash Flows. An initial liability of £27 million has been recognised during the current period in respect of put and call options over the remaining 40% interest. The options are exercisable at five-year intervals, with the first exercise date being 7 May 2031. The exercise price is determined by applying a multiple to profit before tax for the relevant financial period. ## Other Options Within other options the largest value options at FY26 are Cosmos at £39 million, all of which is classified as current (2025: £25 million, £11 million of which was classified as current) and JD Thailand at £27 million, all of which is non-current. Management has used a third-party valuation specialist to value these options. The valuation technique is consistent with that outlined above for material options. The remaining options are valued in house. | | Genesis £m | Other £m | Total liability | | --- | --- | --- | --- | | At 3 February 2024 | 763 | 47 | 810 | | Options lapsed and disposed during the period | - | (15) | (15) | | Increase/(decrease) in the present value of the existing option liability | 68 | (6) | 62 | | At 1 February 2025 | 831 | 26 | 857 | | New options | - | 27 | 27 | | (Decrease)/increase in the present value of the existing option liability | (44) | 15 | (29) | | At 31 January 2026 | 787 | 68 | 855 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 25. Put and Call Option Liabilities continued ### Sensitivity Analysis – Genesis Put and Call Option Sensitivity analysis was performed over a key variable input to the valuation of the Genesis put and call option. The key variable input was determined to be the EBITDA forecasts per the Board approved five-year plan. 15% was determined to be a reasonably possible change for the EBITDA forecasts included in the approved cash flow forecasts, reflecting recent experience in levels of forecasting accuracy. The result was that: - a reduction of 15% to the forecast EBITDA would result in a reduction to the put and call option liability of £147 million (2025: £104 million); and - an increase of 15% to the forecast EBITDA would result in an increase to the put and call option liability of £142 million (2025: £92 million). ### Current Options – Options Details | Company | Options in existence | Exercise periods | Methodology | Maximum price | Average EBITDA growth assumptions | Discount rate applied | Recognised at 31 January 2026 | | --- | --- | --- | --- | --- | --- | --- | --- | | Genesis Topco Inc. | Put option whereby JD Sports Fashion Plc may be required to acquire the remaining 20% of the issued share capital of Genesis Topco Inc in two equal tranches with the ability to roll over a tranche that has not previously been subject to the exercise of a put option. | The put options are exercisable within 30 calendar days after the determination of the final put and call value for the financial period. The first put period will occur after the determination of the put and call value for the financial period ending on 3 February 2029. The final put option can be exercised within a period of 30 days after the end of the fiscal period ending 2 February 2030. | The option price is calculated based on a multiple of earnings before interest, tax, depreciation and amortisation for the relevant financial period, less closing cash and debt ('net debt'). EBITDA is determined under US GAAP, and net debt is calculated based on management's interpretation of the contract, specifically excluding operating lease liabilities, consistent with ASC 840 at the contract date. | The option price shall not exceed £1.46 billion. | 6.9% (2025: 13.9%) The lower average EBITDA growth assumptions reflect the resetting of medium-term market expectations (as communicated to the market in April 2025). | 3.39% - 3.64% (2025: 3.91% - 4.37%) | 787 | | Other put option liabilities | | | | | | | 68 | | Total liability | | | | | | | 855 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 26. Provisions A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the obligation can be estimated reliably. ### Property Provisions Within property provisions, management has provided for expected dilapidations on stores and warehouses. This provision covers expected dilapidation costs for any lease considered onerous, any related to stores recently closed, stores which are planned to close or are at risk of closure and those under contract but not currently in use. Management maintains all properties to a high standard and carries out repairs whenever necessary during the Group's tenure. Therefore, if there is no risk of closure, any provision would be minimal and management does not consider it necessary to hold dilapidation provisions for these properties. The unwind of the provision will be dependent on management's decision about when a premises may be vacated, this would typically be over a five to seven year period. ### Other Provisions Other provisions comprise various other trade provisions and legal costs. The provisions are estimated based on accumulated experience, supplier communication and management approved forecasts. The unwind of the provision will be dependent on when the expected costs are incurred, this would typically be over a one to two year period. During the year, the Group recognised a provision of £14 million in respect of a regulatory matter relating to historical employment practices in the US. These have been included in other provisions. The Group has taken actions in prior periods to strengthen its compliance framework in the relevant areas, including enhancements to policies, processes and governance. ### Onerous Contract Provisions Within the onerous contract provision, management has provided against the minimum contractual cost for the remaining term on a non-cancellable logistics services contract for the warehouse in Portugal. The provision will be unwound over the remaining period ending 30 September 2030. ### Restructuring Provisions Restructuring provisions comprise provisions for costs directly attributable to the Group's restructuring programmes, including store closures in Germany, as well as costs associated with the Group's exit from its JD Israel joint venture. Provisions are recognised where the Group has a detailed formal plan and has created a constructive obligation at the balance sheet date. The costs provided for include those necessarily incurred to implement the restructuring or exit activities and exclude future operating losses. The provisions are estimated based on management approved plans and forecasts. The timing of utilisation depends on the implementation of the relevant programmes and is typically expected to be within one year. | | Property provisions £m | Other provisions(1) £m | Onerous contract provision £m | Restructuring provisions £m | Total £m | | --- | --- | --- | --- | --- | --- | | Balance at 3 February 2024 | 21 | 4 | 4 | - | 29 | | Provisions released during the period | (1) | (2) | - | - | (3) | | Provisions recognised during the period | 2 | 9 | - | - | 11 | | Provisions acquired in the period(1) | - | 11 | - | - | 11 | | Provisions utilised during the period | - | (8) | (1) | - | (9) | | Balance at 1 February 2025 | 22 | 14 | 3 | - | 39 | | Provisions recognised during the period | 15 | 25 | - | 20 | 60 | | Provisions reclassified | (3) | 3 | - | - | - | | Provisions utilised during the period | (2) | (7) | - | - | (9) | | At 31 January 2026 | 32 | 35 | 3 | 20 | 90 | (1) Following the finalisation of the purchase price allocation for Courir, a measurement-period adjustment has been identified in accordance with IFRS 3 resulting in an increase in provisions of €3 million (£2 million), as further explained in Note 11. Provisions have been analysed between current and non-current as follows: | | 2026 £m | 2025(1) £m | | --- | --- | --- | | Current | 40 | 10 | | Non-current | 50 | 29 | | | 90 | 39 | (1) Following the finalisation of the purchase price allocation for Courir, a measurement-period adjustment has been identified in accordance with IFRS 3 resulting in an increase in provisions of €3 million (€2 million), as further explained in Note 11. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 27. Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are attributable to the following: | | Assets 2026 £m | Assets 2025 £m | Liabilities 2026 £m | Liabilities 2025 £m | Net 2026 £m | Net 2025 £m | | --- | --- | --- | --- | --- | --- | --- | | Property, plant and equipment | 4 | 5 | (102) | (89) | (98) | (84) | | Employee benefits | 13 | 13 | - | - | 13 | 13 | | Property | 60 | 33 | - | - | 60 | 33 | | Specific trade provisions | 23 | 15 | - | - | 23 | 15 | | Losses | 9 | 15 | - | - | 9 | 15 | | Fascia names | - | - | (93) | (120) | (93) | (120) | | Other | 2 | 5 | - | - | 2 | 5 | | Tax assets/(liabilities) | 111 | 86 | (195) | (209) | (84) | (123) | In accordance with IAS 12, UK deferred tax has been recognised at the enacted rate of 25% at the balance sheet date. Deferred tax is recognised at the local enacted rate for overseas territories. The table above shows the split of the deferred tax balance by category. The Consolidated Statement of Financial Position shows the position after the legally enforceable right of offset. This results in an asset of £34 million (2025: £32 million) and a liability of £118 million (2025: liability of £155 million) in the Consolidated Statement of Financial Position. This reflects the net position of £84 million liability (2025: £123 million net liability) shown in the table above. Movement in deferred tax during the period: | | PPE | Employee benefits | Property | Specific trade provisions | Losses | Fascia names | Other | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance as at 3 February 2024 | (65) | 12 | 32 | 8 | 10 | (66) | 3 | (66) | | Disposed during the period | (25) | 12 | (7) | 4 | 3 | (66) | 1 | (78) | | Recognised in income statement | 6 | (12) | 9 | 3 | 2 | 13 | - | 21 | | Foreign exchange movement | - | 1 | (1) | - | - | (1) | 1 | - | | Balance as at 1 February 2025 | (84) | 13 | 33 | 15 | 15 | (120) | 5 | (123) | | Recognised in income statement | (20) | 1 | 27 | 7 | (6) | 19 | - | 28 | | Foreign exchange movement | 6 | (1) | - | 1 | - | 8 | (3) | 11 | | Balance as at 31 January 2026 | (98) | 13 | 60 | 23 | 9 | (93) | 2 | (84) | As at 31 January 2026, the Group had not recognised a deferred income tax liability (2025: £Nil) in respect of taxes that would be payable on the unremitted earnings of certain overseas subsidiaries. At this date, the unrecognised gross temporary differences in respect of overseas subsidiaries was £967 million (2025: £1,698 million). Deferred tax is not provided on these differences as: i) no withholding tax is due under domestic tax legislation or the relevant tax treaty with the UK; or ii) withholding tax is recoverable in the UK; and/or iii) management has the ability to control any future reversal and does not consider such a reversal to be probable. ## Unrecognised Deferred Tax Assets In line with its accounting policy, deferred tax assets have not been recognised on gross temporary differences of £55 million (2025: £71 million) as there is uncertainty over the timing of their utilisation. Additional information in relation to unrecognised deferred tax is shown in the table below. | | Gross amount 2026 | Tax effect 2026 | Gross amount 2025 | Tax effect 2025 | | --- | --- | --- | --- | --- | | Property, plant and equipment | 2 | - | 6 | 2 | | Property | 7 | 2 | 15 | 5 | | Losses | 46 | 12 | 50 | 12 | | Tax assets | 55 | 14 | 71 | 19 | ## Tax Losses Carried Forward To assess the recoverability of potential deferred tax assets arising on carry forward tax losses, both the historic profitability of the entity and the forecast financial performance for the next financial year are reviewed. Consideration is given to the reasons behind the historic losses, i.e. whether they arose due to one-off events, or longer-term factors, such as initial organic growth in a new jurisdiction. Where forecasts reflect a return to profitability, the key drivers are challenged and assessed. If there is sufficient evidence that it is 'more likely than not' that future taxable profits will exist against which unused tax losses may be offset, a deferred tax asset will be recognised. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 27. Deferred Tax Assets and Liabilities continued The Group has recognised deferred tax assets on gross losses of £37 million (2025: £47 million) as outlined in the table below. | Recognised tax losses | 2026 £m | | 2025 £m | | | --- | --- | --- | --- | --- | | | Gross amount | Tax effect | Gross amount | Tax effect | | Tax losses expiring: | | | | | | Within 10 years | 10 | 2 | 5 | 1 | | More than 10 years | 6 | 2 | 4 | 1 | | Available indefinitely | 21 | 5 | 38 | 10 | | Total | 37 | 9 | 47 | 12 | | Recognised tax losses (gross) | 2026 £m | 2025 £m | | --- | --- | --- | | JD Sports Fashion Europe Holdings Limited | - | 13 | | Iberian Sports Retail Group SL | 10 | 11 | | Sprinter Megacentros del Deporte SLU | 5 | 7 | | JD Sports Fashion BV | 2 | 4 | | JDSF Retail (Canada) Inc | 6 | 4 | | Marketing Investment Group S.A. | 9 | 5 | | Courir France SAS | 1 | 2 | | Other | 4 | 1 | | Total | 37 | 47 | In line with its accounting policy, deferred tax assets have not been recognised on gross losses of £46 million (2025: £50 million) as there is uncertainty over the timing of their utilisation. These losses are outlined in the table below. | Unrecognised tax losses | 2026 £m | | 2025 £m | | | --- | --- | --- | --- | --- | | | Gross amount | Tax effect | Gross amount | Tax effect | | Tax losses expiring: | | | | | | Within 10 years | 1 | - | 5 | 1 | | More than 10 years | 10 | 3 | 11 | 3 | | Available indefinitely | 35 | 9 | 34 | 8 | | Total | 46 | 12 | 50 | 12 | | Unrecognised tax losses (gross) | 2026 £m | 2025 £m | | --- | --- | --- | | JD Size GmbH | 7 | 7 | | JD Sports Fashion AT GmbH | 10 | 9 | | JD Sports Fashion Sweden AB | - | 13 | | Courir Ibéria S.L. | 11 | - | | JDSF Retail (Canada) Inc | 9 | 9 | | JD Sports Fashion Finland OY | 1 | 3 | | Tiso Group Limited and its subsidiaries | 2 | 2 | | Other | 6 | 7 | | Total | 46 | 50 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 28. Capital and Reserves ### Capital Structure The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, share premium, treasury shares and retained earnings. The Group is not subject to any externally imposed capital requirements. During FY26, 157 million shares were cancelled as part of the share buyback scheme, further details of which are included in Note 10. Full disclosure on the rights attached to shares is provided in the Directors' Report. ### Issued Ordinary Share Capital The total number of authorised issued ordinary shares in the year was 5,026 million (2025: 5,183 million) with a par value of 0.05 pence per share (2025: 0.05 pence per share). This includes 80 million shares held in treasury as at 31 January 2026. All issued shares are fully paid. Details of substantial shareholdings in the Group have been included in the Directors' Report on pages 124 to 126. | | Number of own shares millions | Treasury shares millions | Number of ordinary shares millions | Ordinary share capital £m | Share premium £m | | --- | --- | --- | --- | --- | --- | | At 1 February 2025 | 5,183 | - | 5,183 | 3 | 468 | | Treasury shares acquired in the period(1) | (237) | 237 | - | - | - | | Treasury shares cancelled in the period(1) | - | (157) | (157) | - | - | | At 31 January 2026 | 4,946 | 80 | 5,026 | 3 | 468 | (1) There were two share buyback programmes during FY26 to return capital to shareholders. Of the 237 million shares repurchased, 80 million shares were retained in treasury, with the remainder being cancelled, as further described in Note 10. ### Net Debt to Capital Ratio There were no changes to the Group's approach to capital management during the period. The Board monitors capital using a net debt to equity ratio calculated as follows: | | 2026 £m | 2025 £m | | --- | --- | --- | | Net debt (Note 34) | 2,827 | 3,007 | | Capital: | | | | Net debt | 2,827 | 3,007 | | Equity (calculated as 4,946 million shares in issue multiplied by 81.78 pence per share (2025: 5,183 million shares in issue multiplied by 89.1 pence per share)(2) | 4,045 | 4,618 | | Total Capital | 6,872 | 7,625 | | Net debt to capital ratio | 41% | 39% | (2) Share prices taken as at 31 January 2026 and 1 February 2025 respectively. ## Nature and Purpose of Reserves ### Treasury reserve The treasury share reserve represents the cumulative cost of a company's own shares that have been repurchased and held, recorded as a deduction from equity in accordance with IFRS. ### Foreign currency translation reserve The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. ### Put and call option reserve Put and call options over non-controlling interests are accounted for using the present value method. Upon initial recognition of the put or call option liability, a corresponding entry is made to put and call option reserve, and for subsequent changes on remeasurement of the liability, the corresponding entry is made to adjusting items in the Consolidated Income Statement (see Note 25). ### Share-based payment reserve The Company had four share schemes in operation during the financial year, all of which are primarily equity-settled schemes (save for a proportion of cash-settled awards granted under the JD Sports Fashion Plc LTIP (2023)). Upon initial recognition, an entry is made to Other Equity, and for subsequent changes on remeasurement of the liability, the corresponding entry is made to the Consolidated Income Statement (see Note 33). ### Capital redemption reserve The capital redemption reserve arose as part of the share buyback programme in FY26 and is the amount by which the Company's issued share capital is diminished by the repurchased shares. The reserve is not distributable and is maintained to preserve the Company's share capital following such transactions. ### Fair value reserve of financial assets at FVOCI The fair value reserve of financial assets at FVOCI comprises the cumulative changes in fair value of financial assets designated at fair value through other comprehensive income. This reserve arose in relation to the changes in the fair value of an investment in Applied Nutrition equity instrument, as detailed in Note 17. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 29. Non-Controlling Interests The following disclosure provides summarised financial information for investments that have non-controlling interests ('NCI'). NCI is initially measured at the proportionate interest in identifiable net assets of the acquiree (see Note 11 for more detail on Acquisition of Non-Controlling Interest and Note 12 on Divestment of Non-Controlling Interest in the period). The table below provides a list of the subsidiaries which include NCIs at 31 January 2026 and 1 February 2025: | | Country of incorporation | NCI at 31 January 2026 % | NCI at 1 February 2025 % | Net income attributable to NCI for 52 weeks ended 31 January 2026 £m | NCI at 31 January 2026 £m | Net income attributable to NCI for 52 weeks ended 1 February 2025 £m | NCI at 1 February 2025 £m | | --- | --- | --- | --- | --- | --- | --- | --- | | Name of subsidiary: | | | | | | | | | Genesis Topco Inc | US | 20.0% | 20.0% | (7) | 426 | 54 | 433 | | Other | Various(1) | 2.5% - 40% | 2.5% - 40% | 3 | 24 | 4 | 17 | | | | | | (4) | 450 | 58 | 450 | (1) Other includes subsidiaries incorporated in the UK, Spain, Cyprus, Greece and Thailand. The following table summarises the information relating to the Group's subsidiary that has a material NCI, Genesis Topco. | Summarised Statement of Financial Position | Genesis Topco Inc (sub-group) 2026 £m | Genesis Topco Inc (sub-group) 2025 £m | | --- | --- | --- | | Current assets | 1,302 | 1,240 | | Non-current assets | 2,694 | 2,404 | | Total assets | 3,996 | 3,644 | | Current liabilities | (660) | (704) | | Non-current liabilities | (1,368) | (885) | | Net assets | 1,968 | 2,055 | | Summarised results of operations | Genesis Topco Inc (sub-group) 52 weeks to 31 January 2026 £m | Genesis Topco Inc (sub-group) 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Revenue | 4,779 | 4,243 | | Profit for the period, net of tax | 144 | 227 | ## 30. Dividends Dividend distribution to the Company's shareholders is recognised as a liability in the Group and Company financial statements in the period in which it is approved. After the reporting date, the following dividend was proposed by the Directors and will be payable to all shareholders on the register at 3 July 2026. The dividends were not provided for at the reporting date. At the time of approval, the Company had sufficient distributable reserves to support the proposed dividend. | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | 0.87 pence per ordinary share (2025: 0.67 pence) | 44 | 35 | ## Dividends on Issued Ordinary Share Capital The table below presents dividends declared and recognised in the period. | | 31 January 2026 £m | 1 February 2025 £m | | --- | --- | --- | | Final dividend of 0.67 pence (2025: 0.60 pence) per qualifying ordinary share paid in respect of prior period, but not recognised as a liability in that period | 35 | 31 | | Interim dividend of 0.33 pence (2025: 0.33 pence) per qualifying ordinary share paid in respect of current period | 17 | 17 | | | 52 | 48 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 31. Commitments As at 31 January 2026, the Group had entered into contracts to purchase property, plant and equipment as follows: | | 2026 £m | 2025 £m | | --- | --- | --- | | Contracted | 51 | 54 | ## 32. Pension Schemes The Group operates defined contribution pension schemes, the assets of which are held separately from those of the Group in independently administered funds. Obligations for contributions to the defined contribution schemes are recognised as an expense in the Consolidated Income Statement when incurred. The pension charge for the period represents contributions payable by the Group of £38 million (2025: £27 million) in respect of employees. Disclosure of the pension contributions payable in respect of the Directors is included in the Directors' Remuneration Report on pages 104 to 123. The amount owed to the schemes at the period end was £11 million (2025: £9 million). ## 33. Share-Based Payments The share-based payment expense for the year is £5 million, which is made up of share option schemes, share awards and cash-settled awards, and will be settled in equity (2025: £1 million, of which all will be settled in equity). As at the reporting date, there was no liability arising from cash-settled share-based payments (2025: £Nil). ## Share Option and Share Schemes The Company had the following share schemes in operation during the financial year, all of which are primarily equity-settled schemes (save for a proportion of cash-settled awards granted under the JD Sports Fashion Plc LTIP). 1. The JD Sports Fashion Plc LTIP (2021) permits the grant of a hybrid of cash and options in respect of ordinary shares to selected Executives. Options are normally exercisable between the vesting date(s) set at grant and 10 years from the date of grant for nil consideration. The vesting of options will normally be conditional upon the achievement of specified performance targets over a three-year period and/or continuous employment. 2. JD Sports Fashion Plc LTIP permits the grant of share options in respect of ordinary shares, share awards and cash-settled awards to selected executives. Options are normally exercisable between the vesting date(s) set at grant and 10 years from the date of grant for nil consideration. The vesting of options, share awards and cash-settled awards will normally be conditional upon the achievement of specified performance targets over a three-year period and/or continuous employment. 3. The Deferred Bonus Plan permits the grant of options in respect of ordinary shares to selected Senior Executives as a proportion of annual bonus following the completion of a required service period and is dependent on the achievement of corporate performance and individual targets. Options are normally exercisable between 3 and 10 years from the date of grant for nil consideration. The following tables reconcile the number of share options outstanding and the weighted average exercise price ('WAEP'): 52 week period ended 31 January 2026 | | Long-Term Incentive Plan (2021) | | Long-Term Incentive Plan | | Deferred Bonus Plan | | Buyout awards | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Options | WAEP (£) | Options(1) | WAEP (£) | Options(2) | WAEP (£) | Options | WAEP (£) | | Outstanding as at 1 February 2025 | 602,535 | - | 49,828,420 | - | 534,125 | - | - | - | | Options granted | - | - | 68,726,790 | - | 1,256,571 | - | 3,873,080 | - | | Options forfeited | (28,990) | - | (26,904,348) | - | - | - | - | - | | Options exercised | (549,210) | - | - | - | (731,632) | - | (593,446) | - | | Options expired | - | - | - | - | - | - | - | - | | Outstanding as at 31 January 2026 | 24,335 | - | 91,650,862 | - | 1,059,064 | - | 3,279,634 | - | | Exercise price (pence) | | - | | - | | - | | - | | Exercisable at 31 January 2026 | | - | | - | | - | | - | | Weighted average remaining contractual life (years)(1) | | 0.7 | | 1.9 | | 2.1 | | 2.4 | | Range of exercise price | | - | | - | | - | | - | (1) Contractual life represents the period from award to the vesting date. Certain schemes may be exercised later than the vesting date at the discretion of the individual. (2) Adjustments relating to the correction of prior period errors in the current year include 408,488 shares included in LTIP options granted, 2,219 shares added back to the Deferred Bonus Plan options granted, and 90 shares for a transposition error in share values included under LTIP options forfeited. The awards granted in respect of FY24 were subject to the achievement of an EPS performance condition with an ESG underpin. As set out on page 110, the Group's EPS was below the required threshold and therefore these awards have lapsed. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 33. Share-Based Payments continued Share options were exercised on a regular basis throughout the financial period. The average share price during the 52 weeks ended 31 January 2026 was 84.36p. ### 52 week period ended 1 February 2025 | | Long-Term Incentive Plan (2021) | | Long-Term Incentive Plan | | Deferred Bonus Plan | | | --- | --- | --- | --- | --- | --- | --- | | | Options | WAEP (£) | Options | WAEP (£) | Options | WAEP (£) | | Outstanding as at 3 February 2024 | 53,225 | - | 21,730,283 | - | - | - | | Options granted | 549,310 | - | 32,016,893 | - | 534,125 | - | | Options forfeited | - | - | (3,918,756) | - | - | - | | Options exercised | - | - | - | - | - | - | | Options expired | - | - | - | - | - | - | | Outstanding as at 1 February 2025 | 602,535 | - | 49,828,420 | - | 534,125 | - | | Exercise price (pence) | | - | | - | | - | | Exercisable at 1 February 2025 | | - | | - | | - | | Weighted average remaining contractual life (years)(1) | | 0.4 | | 2.4 | | 1.3 | | Range of exercise price | | - | | - | | - | (1) Contractual life represents the period from award to the vesting date. Certain schemes may be exercised later than the vesting date at the discretion of the individual. The number and weighted average fair value ('WAFV') of share awards granted during the financial period were: | | 52 weeks ended 31 January 2026 | | Financial year ended 1 February 2025 | | | --- | --- | --- | --- | --- | | | Number of shares | WAFV(1)(2) (pence) | Number of shares | WAFV(1)(2) (pence) | | Long-Term Incentive Plan (2021) | - | - | 549,310 | 126.9 | | Long-Term Incentive Plan - equity-settled | 68,726,790 | 85.5 | 32,016,893 | 131.3 | | Deferred Bonus Plan | 1,256,571 | 81.9 | 534,125 | 124.4 | | Buyout awards(1) | 3,873,080 | 88.7 | 38,008 | 134.5 | (1) Buy-out awards granted to selected Executives during the year. Further details of these are set out below. (2) The WAFV price is calculated as the share price at the grant date less expected dividends foregone to the extent the awards do not accrue dividend equivalents. ## Buyout Awards Selected Executives were granted buyout awards during the year in respect of awards forfeited from their previous employer on commencement of employment with the Group. Buyout awards are structured as restricted shares such that a proportion of the overall award is used to settle the tax and social security due on the award, with the net number of restricted shares subject to continued employment over a specified period. These restrictions fall away evenly over the service period and therefore the share-based payment expense has been spread over the service period. Buyout awards may also be structured as share options vesting subject to continuous employment only. No share-based awards were modified during the financial period. During the period ended 31 January 2026, buy-out awards were issued to key management personnel (gross value £3.4 million (1 February 2025: gross value £0.09 million)). ## Cash-settled Awards The number of cash-settled awards granted during the financial period were: | | 52 weeks to 31 January 2026 | 52 weeks to 1 February 2025 | | --- | --- | --- | | | Number of shares | Number of shares | | Long-Term Incentive Plan - cash-settled | 13,149,405 | 641,925 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 34. Analysis of Net Debt Net debt consists of cash and cash equivalents together with other borrowings from bank loans and overdrafts, other loans, loan notes, lease liabilities and similar hire purchase contracts. | | As at 1 February 2025 £m | On acquisition & disposal of subsidiaries, associates and NCIs £m | Cash flow £m | FX movement £m | Lease additions, terminations, modifications & reassessments £m | As at 31 January 2026 | | --- | --- | --- | --- | --- | --- | --- | | Cash and cash equivalents | 731 | 11 | 124 | (12) | - | 854 | | Overdrafts | (36) | - | 18 | - | - | (18) | | Cash and cash equivalents for the purposes of the Consolidated Statement of Cash Flows | 695 | 11 | 142 | (12) | - | 836 | | Bank loans | (643) | - | 56 | 61 | - | (525) | | Net cash before lease liabilities | 52 | 11 | 198 | 49 | - | 311 | | Lease liabilities | (3,059) | - | 508 | 28 | (615) | (3,138) | | Total liabilities from financing activities | (3,702) | - | 564 | 89 | (615) | (3,663) | | Net (debt)/cash | (3,007) | 11 | 706 | 77 | (615) | (2,827) | | | As at 3 February 2024 £m | On acquisition & disposal of subsidiaries, associates and NCIs £m | Cash flow £m | FX movement £m | Lease additions, terminations, modifications & reassessments £m | As at 1 February 2025 £m | | --- | --- | --- | --- | --- | --- | --- | | Cash and cash equivalents | 1,153 | 76 | (498) | - | - | 731 | | Overdrafts | (60) | - | 24 | | - | (36) | | Cash and cash equivalents held-for-sale | 9 | - | (9) | - | - | - | | Cash and cash equivalents for the purposes of the Consolidated Statement of Cash Flows | 1,102 | 76 | (483) | - | - | 695 | | Bank loans | (70) | (228) | (364) | 19 | - | (643) | | Net cash/(debt) before lease liabilities | 1,032 | (152) | (847) | 19 | - | 52 | | Lease liabilities | (2,484) | (381) | 420 | 12 | (626) | (3,059) | | Total liabilities from financing activities | (2,554) | (609) | 56 | 31 | (626) | (3,702) | | Net (debt)/cash | (1,452) | (533) | (427) | 31 | (626) | (3,007) | In addition to the liabilities included in the table above, the Group has accrued put and call option liabilities at 31 January 2026 of £855 million (2025: £857 million), which are not classified as net debt in the note above. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued 35. Cash flows from operating activities | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Cash flows from operating activities | | | | Profit for the period | 468 | 540 | | Adjustments for: | | | | Income tax expense | 161 | 175 | | Finance expenses (non-adjusting) | 194 | 153 | | Finance expenses (adjusting) | (25) | 62 | | Financial income (non-adjusting) | (11) | (27) | | Depreciation and amortisation of non-current assets (non-adjusting) | 897 | 729 | | Depreciation and amortisation of non-current assets (adjusting) | 69 | 57 | | Share-based payment charge | 5 | 1 | | (Profit)/loss on disposal of non-current assets | (3) | 18 | | Profit on disposal of subsidiaries/associates/joint ventures (adjusting) | - | (81) | | Loss/(gain) on FX forward contracts | 16 | (10) | | Impairment of other intangibles and non-current assets (non-adjusting) | 17 | 12 | | Impairment of goodwill and fascia names (adjusting) | 15 | 5 | | Impairment of other intangibles and non-current assets (adjusting) | 98 | 108 | | Other non-cash items (non-adjusting) | (12) | - | | Other non-cash items (adjusting) | 62 | 24 | | Share of profit of equity-accounted investees (net of tax) | - | (5) | | Profit before working capital changes | 1,951 | 1,761 | | Increase in inventories | (55) | (10) | | (Increase)/decrease in trade and other receivables | (84) | 32 | | Decrease in trade and other payables | (109) | (159) | | Cash generated from operations | 1,703 | 1,624 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 36. Related Party Transactions and Balances Transactions and balances with each category of related parties during the period are shown below. Outstanding balances are unsecured (unless otherwise stated) and will be settled in cash. ## Transactions with Related Parties who are not Members of the Group ### Pentland Group Holdings Limited During the financial period, Pentland Group Holdings Limited ('Pentland') and its subsidiaries owned 54.4% (2025: 51.6%) of the issued ordinary share capital of JD Sports Fashion Plc. The Group made purchases of inventory from Pentland in the period and the Group also sold inventory to Pentland. The Group also paid royalty costs to Pentland Group Limited for the use of brands. During the period, the Group entered into the following transactions with Pentland: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Purchase of inventory | - | (47) | - | (35) | | Royalty costs | - | (5) | - | (3) | | Dividends | - | (27) | - | (25) | At the end of the period, the following balances were outstanding with Pentland: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Trade receivables/(payables) | - | (4) | - | - | ### Montirex Limited To ensure transparency the Group voluntarily discloses transactions with Montirex, the Chair of which is also a member of the JD Sports Fashion Plc Board of Directors. During the period, the Group entered into the following transactions with Montirex: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Purchase of inventory | - | (72) | - | (45) | | Marketing costs | 1 | - | - | - | At the end of the period, the following balances were outstanding with Montirex: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Trade receivables/(payables) | - | (1) | - | (1) | ### Joint Ventures During the period, the Group entered into the following transactions with its joint ventures: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Purchase of inventory | - | - | - | (2) | | Recharge of expenses | - | - | 2 | - | At the end of the period, the Group had the following balances outstanding with its joint ventures: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Trade receivables(1) | 4 | - | 4 | - | | Provisions due in less than 1 year | - | (4) | - | - | | Loans receivable in more than 1 year(1) | 9 | - | 9 | - | (1) The trade and loans receivable balances have been fully provided for in both 2026 and 2025. In addition to the above transactions a number of non-controlling interest buyout transactions occurred in the course of the prior financial period, as disclosed in Note 11. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 36. Related Party Transactions and Balances continued ### Transactions with Key Management Personnel Members of the Board of Directors and Executive Committee of JD Sports Fashion Plc are deemed to be key management personnel. The Executive Committee comprises Heads of Centres of Excellence and Heads of Business Units as outlined on pages 86 to 87. | | At 31 January 2026 | At 1 February 2025 | | --- | --- | --- | | Number of key management personnel: | | | | Board of Directors (including Non-executive Directors) | 12 | 12 | | Executive Committee (members not on the Board of Directors) | 10 | 11 | During the period, the Group entered into the following transactions with its key management personnel: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Purchase of non-controlling interest | - | - | - | (5) | | Property rental | - | (14) | - | (10) | Purchase of non-controlling interest in 2025 relates to the acquisition of a 2.5% minority shareholding in JD Sports Gyms Limited held by a member of key management personnel. See Note 11 for more information. At the end of the period, the Group had the following balances outstanding with its key management personnel: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Trade receivables/(payables) | 1 | (2) | 1 | (2) | | Lease liabilities relating to rented properties | - | (65) | - | (62) | The cost of key management personnel compensation for the financial year is as follows: | | 2026 £m | 2025 £m | | --- | --- | --- | | Salaries and short-term benefits | 12 | 11 | | Attributable to: | | | | Board of Directors (including Non-executive Directors) | 5 | 4 | | Executive Committee (members not on the Board of Directors) | 7 | 7 | | | 12 | 11 | ## Genesis The minority interest shareholders in Genesis are key management personnel of the Group. Transactions relating to the Genesis shareholders' agreement are detailed in Note 25. ## The JD and Finish Line Foundations The Group operates two foundations that receive their income from, but independently of, JD Sports Fashion Plc: The JD Foundation and The Finish Line Foundation. The JD Foundation is dependent on all income net of VAT arising from the sale of single-use carrier bags in JD stores in England, Scotland, Wales and Northern Ireland, as well as micro-donations from customers at the store point of sale and colleague donations and fundraising. The Finish Line Foundation is dependent on income from micro-donations from JD Sports and Finish Line customers at the point of sale, colleagues donations and fundraising from JD Sports and Finish Line's vendors. During the period, the Group entered into the following transactions with the JD and Finish Line Foundations: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Donations | - | (4) | - | (5) | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 199 # Notes to the Consolidated Financial Statements continued ## 37. Assets Held-for-sale ### Prior Period Held-For-Sale #### Derby Distribution Centre Disposal During the year, the Group completed the disposal of its JD UK distribution centre in Derby, following its closure as part of the Group's strategic operational restructuring programme. On completion of the disposal in the current financial year, cash proceeds of £13 million were received. As the final proceeds were lower than the previously estimated fair value less costs to sell, an additional impairment charge of £2 million was recognised in the period. A gain of £5 million on the disposal of lease liabilities was also recognised. In addition, provisions of £8 million were recognised in respect of residual obligations arising from the closure and disposal of the site. These amounts have been presented within adjusting items, consistent with the treatment of prior restructuring, impairment and site exit costs. Following completion, the assets and liabilities previously classified as held-for-sale were derecognised from the Consolidated Group Statement of Financial Position. ## 38. Contingent Liabilities ### Accounting Policies Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote but is not considerable probable or cannot be fully measured. ### Claims and Litigation The activities of the Group are overseen by regulators around the world and, whilst the Group strives to ensure full compliance with all its regulatory obligations, periodic reviews are inevitable, which may result in a financial penalty. If the risk of a financial penalty arising from one of these reviews is more than remote but not probable or cannot be measured reliably then the Group will disclose this matter as a contingent liability. If the risk of a financial penalty is considered probable and can be measured reliably then the Group would make a provision for this matter. The Group had no material contingent liabilities at 31 January 2026 (2025: none). ## 39. Post Balance Sheet Events ### Disposal of Interest in JD Israel On 15 February 2026, the Group completed the disposal of its interest in the JD Israel joint venture entities to its joint venture partner, MGS, for nil consideration. A provision in respect of the exit was recognised in the year. See Note 4 for further information. ### Share Buyback As announced on 23 February 2026, the Company has commenced a further share buyback programme to repurchase ordinary shares with a market value of up to £200 million, in addition to the two £100 million schemes both completed during FY26. The purpose of the programme is to reduce share capital and, accordingly, the shares repurchased will be cancelled or held in treasury. The first tranche of £100 million will complete by 31 July 2026, with the second following thereafter for the sum of up to £100 million. ### Disposal of Interest in Applied Nutrition Subsequent to the reporting date of 31 January 2026, the Group committed to a plan to dispose of its remaining investment in Applied Nutrition. No such decision had been made as at the reporting date. Accordingly, the criteria for classification as held for sale under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations were met only after the reporting date, and the investment has therefore not been classified as held for sale at 31 January 2026. In March and April 2026, the Group reduced its shareholding from 9.78% to 9.1% through a series of partial disposals, generating proceeds of approximately £2 million. On 16 April 2026, the Group disposed of its remaining 9.1% shareholding for cash proceeds of £49 million. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 40. Subsidiary Undertakings, Joint Ventures and Associates The following companies were the subsidiary undertakings of JD Sports Fashion Plc at 31 January 2026: | Name of subsidiary | Place of registration | Registered address | Nature of business | Ownership and voting rights interest | | --- | --- | --- | --- | --- | | 2Squared Agency Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | A Number of Names Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 100% | | ActivInstinct Holdings Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | ActivInstinct Limited^ | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Allsports.co.uk Limited^ | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Alpine Bikes Limited^ | UK | 41 Commercial Street, Leith, Edinburgh, EH6 6JD | Non-trading | 100% | | Alpine Group (Scotland) Limited^ | UK | 41 Commercial Street, Leith, Edinburgh, EH6 6JD | Non-trading | 100% | | Aspecto Holdings Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Athleisure Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Blacks Outdoor Retail Limited^ | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 100% | | Champion Retail Limited^ | ROI | Fitzwilliam 28, Fitzwilliam Street Lower, Dublin 2, D02 KF20 Ireland | Non-trading | 100% | | Champion Sports (Holdings) Unlimited^ | ROI | Fitzwilliam 28, Fitzwilliam Street Lower, Dublin 2, D02 KF20 Ireland | Non-trading | 100% | | Champion Sports Group Limited^ | ROI | Fitzwilliam 28, Fitzwilliam Street Lower, Dublin 2, D02 KF20 Ireland | Non-trading | 100% | | Champion Sports Ireland Unlimited^ | ROI | Fitzwilliam 28, Fitzwilliam Street Lower, Dublin 2, D02 KF20 Ireland | Trading | 100% | | Champion Sports Newco Limited^ | ROI | Fitzwilliam 28, Fitzwilliam Street Lower, Dublin 2, D02 KF20 Ireland | Non-trading | 100% | | City Gear, LLC^ | US | 2700 Milan Court, Birmingham, Alabama 35211 | Trading | 80% | | Cosmos Sport Commercial, Hotel and Tourism Société Anonyme^ | Greece | 148, 62 Martiron Ave. 71303, Kaminia, Heraklion, Crete | Trading | 80% | | Cosmosport Trading (Cyprus) Limited^ | Cyprus | 11 Michail Paridi, 1095, Nicosia | Trading | 80% | | Courir Belgium Sàarl^ | Belgium | 57 Rue chaussée d'Ixelles, 1050 - Ixelles | Trading | 100% | | Courir France SAS^ | France | 91 avenue Ledru Rollin, 75011 | Trading | 100% | | Courir Ibéria S.L.^ | Spain | 514 carretera Muntaner P3 PTA 2, Sarrià-Sant Gervasi, 08022 | Trading | 100% | | Courir Italia SRL^ | Italy | 94 Viale Abruzzi, Milano, 20131 | Trading | 100% | | Courir Luxembourg SARL^ | Luxembourg | 25 Boulevard F.W Raiffeisen 2411 | Trading | 100% | | Courir Netherlands B.V.^ | Netherlands | Kazernestraat 88 D, 2514CW | Trading | 100% | | Courir Portugal Lda^ | Portugal | Avenida da República, n° 50, 10ª, | Trading | 100% | | Deponvillage S.L.^ | Spain | C/ Tines, Pol. Ind. el Grau, 32 - 34, Sant Fruitós de Bages 08272, Barcelona | Trading | 98% | | DTLR, Inc^ | US | 1300 Mercedes Drive, Hanover, MD 21076 | Trading | 80% | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued 40. Subsidiary Undertakings, Joint Ventures and Associates continued | Name of subsidiary | Place of registration | Registered address | Nature of business | Ownership and voting rights interest | | --- | --- | --- | --- | --- | | Finish Line Transportation, Inc^ | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Trading | 80% | | First Sport Limited^ | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Genesis Holdings Inc^ | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Non-trading | 80% | | Genesis Topco Inc | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Non-trading | 80% | | George Fisher Holdings Limited^ | UK | 41 Commercial Street, Leith, Edinburgh, EH6 6JD | Non-trading | 100% | | George Fisher Limited^ | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Gift Card Services, LLC^ | US | Box #735, 8005 Creighton Parkway, Suite C, Mechanicsville, Virginia 23111 | Trading | 80% | | Go Outdoors Retail Limited^ | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 100% | | Graham Tiso Limited^ | UK | 41 Commercial Street, Leith, Edinburgh, EH6 6JD | Trading | 100% | | Groupe Courir SAS^ | France | 91 avenue Ledru Rollin, 75011 | Trading | 100% | | Hibbett Digital Management, LLC^ | US | 2700 Milan Court, Birmingham, Alabama 35211 | Trading | 80% | | Hibbett Holdings, LLC^ | US | 201 Corporate Woods Drive, Alabaster, Alabama 35007 | Non-trading | 80% | | Hibbett Inc.^ | US | 2700 Milan Court, Birmingham, Alabama 35211 | Non-trading | 80% | | Hibbett Retail, Inc.^ | US | 2700 Milan Court, Birmingham, Alabama 35211 | Trading | 80% | | Hibbett Wholesale, Inc.^ | US | 201 Corporate Woods Drive, Alabaster, Alabama 35007 | Trading | 80% | | Hip (Birmingham) Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Iberian Sports Retail Group SLU^ | Spain | Polígono Industrial de las Atalayas, Avenida Euro, N2, Alicante 03114 | Non-trading | 100% | | Infinities Retail Group Holdings Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Infinities Retail Group Limited^ | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | J D Sports Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Jandernama SL | Spain | Polígono Industrial de las Atalayas, Avenida Euro, N2, Alicante 03114 | Non-trading | 100% | | JD Canary Islands Sports (SLU)^ | Spain | Polígono Industrial de las Atalayas, Avenida Euro, N2, Alicante 03114 | Trading | 100% | | JD Group North America, LLC^ | US | 2700 Milan Court, Birmingham, | Non-trading | 80% | | JD Newco 2 Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | JD Outdoors Holdings Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | JD Size GmbH | Germany | Neusser Strasse 93, 50670 Cologne | Trading | 100% | | JD Spain Sports Fashion 2010 SL^ | Spain | Polígono Industrial de las Atalayas, Avenida Euro, N2, Alicante 03114 | Trading | 100% | | JD Sports (Thailand) Limited^ | Thailand | 33/4, The 9th Towers Grand Rama 9, 23rd Floor, Room No. TNAO-2306, Rama IX Road, Huai Khwang District, Bangkok, Thailand | Trading | 60% | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued 40. Subsidiary Undertakings, Joint Ventures and Associates continued | Name of subsidiary | Place of registration | Registered address | Nature of business | Ownership and voting rights interest | | --- | --- | --- | --- | --- | | JD Sports Active Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 100% | | JD Sports Fashion (France) SAS® | France | Wood Park - Parc d'Affaires du Château Rouge - 274 bis avenue de la Marne - 59700 Marcq-en-Baroeul | Non-trading | 100% | | JD Sports Fashion AT GmbH® | Austria | Vienna CityTax Steuerberater GmbH, Untere Donaustraße 13 - 15, 1020 Wien | Trading | 100% | | JD Sports Fashion Aus Pty Ltd® | Australia | Level 12, 338 Pitt Street, Sydney, NSW, 2000 | Trading | 100% | | JD Sports Fashion B.V.® | Netherlands | Johan Cruijff, Boulevard 61, Amsterdam, 1101DL, Netherlands | Trading | 100% | | JD Sports Fashion B.V. & Co. KG® | Germany | Hanseviertel, Poststraße 33 20354 | Trading | 100% | | JD Sports Fashion Belgium B.V.® | Belgium | Wiegstraat 21, 2000 Antwerpen | Trading | 100% | | JD Sports Fashion Denmark APS® | Denmark | C/O CSC (DENMARK) ApS Sundkrogsgade 21, 2100 København Ø | Trading | 100% | | JD Sports Fashion Europe Holdings Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | JD Sports Fashion Finland OY® | Finland | C/o CSC Corporate Services Finland Oy, Uudenmaankatu 1-5, 00120, | Trading | 100% | | JD Sports Fashion Germany B.V. & Co KG® | Germany | Neusser Straße 93, 50670 Cologne | Trading | 100% | | JD Sports Fashion Holdings Aus Pty Ltd | Australia | Level 12, 338 Pitt Street, Sydney, NSW, 2000 | Non-trading | 100% | | JD Sports Fashion Holdings Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | JD Sports Fashion India LLP | India | 1st Floor, Plot No. 188, 8-2-293/82, Road No. 72, Prashasan Nagar, Jubilee Hills, | Non-trading | 100% | | JD Sports Fashion Israel (2021) Limited Partnership®,1 | Israel | HaMelacha 8 Holon, 5881504 | Trading | 60% | | JD Sports Fashion Israel Ltd®,1 | Israel | HaMelacha 8 Holon, 5881504 | Non-trading | 60% | | JD Sports Fashion NZ Pty Limited® | New Zealand | Anderson Lloyd, Level 12 Otago House, Cnr Moray Place & Princes Street, Dunedin, 9016 | Trading | 100% | | JD Sports Fashion PTE LTD® | Singapore | 190 Middle Road, 14-05, Fortune Centre, 188979 | Trading | 100% | | JD Sports Fashion SDN BHD | Malaysia | Suite D23, 2nd Floor, Plaza Pekeliling, No. 2, Jalan Tun Razak, 50400 Kuala Lumpur | Trading | 100% | | JD Sports Fashion SRL® | Italy | Via Alessandro Manzoni n. 38, Milano, 20121 | Trading | 100% | | JD Sports Fashion Sweden AB® | Sweden | C/o CSC CN (Sweden) AB, PO Box 16285, 103 25 Stockholm | Trading | 100% | | JD Sports Gyms Acquisitions Limited® | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 97.5% | | JD Sports Gyms Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 97.5% | | JDSF B.V.® | Germany | Neusser Straße 93, 50670 Cologne | Trading | 100% | | JDSF Holdings (Canada) Inc® | Canada | 1200 Waterfront Centre, 200 Burrard Street, Vancouver BC V6C 3L6 | Non-trading | 64% | | JDSF NL B.V.® | Germany | Hanseviertel, Poststraße 33 20354 Hamburg | Non-trading | 100% | | JDSF Retail (Canada) Inc® | Canada | 1200 Waterfront Centre, 200 Burrard Street, Vancouver BC V6C 3L6 | Trading | 70% | | John David Sports Fashion (Ireland) Limited® | ROI | Fitzwilliam 28, Fitzwilliam Street Lower, Dublin 2, D02 KF20 Ireland | Trading | 100% | | Mainline Menswear Holdings Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Mainline Menswear Limited® | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 100% | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued 40. Subsidiary Undertakings, Joint Ventures and Associates continued | Name of subsidiary | Place of registration | Registered address | Nature of business | Ownership and voting rights interest | | --- | --- | --- | --- | --- | | Marathon Sports Limited° | UK | C/O Carson Mcdowell LLP Murray House, Murray Street, Belfast, Northern Ireland, BT1 6DN | Non-trading | 100% | | Marketing Investment Group BH društvo sa ograničenom odgovornošću° | Bosnia and Herzegovina | Sarajevo, ul, Marka Marulića br. 2, Novo Sarajevo, Bosnia and Herzegovina | Trading | 100% | | Marketing Investment Group Bulgaria EOOD° | Bulgaria | Slavovitsa Street, bl. 24 E, Floor 1, Office 2, Sofia, 1404 | Trading | 100% | | Marketing Investment Group CR d.o.o. za trgovinu° | Croatia | Zagreb (City of Zagreb) Horvatova ulica 80A | Trading | 100% | | Marketing Investment Group Czech s.r.o.° | Czech Republic | Jakubská 647/2, Staré Město, 110 00, Praha | Trading | 100% | | Marketing Investment Group Estonia OÜ° | Estonia | Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117 | Trading | 100% | | Marketing Investment Group Hungary Korlátolt Felelősségű Társaság° | Hungary | Teréz körút 55 - 57. A. ép. 2. em, Budapest, 1062, Hungary | Trading | 100% | | Marketing Investment Group S.A.° | Poland | Os. Dywizjonu 303, Pawilon I, Kraków, 31-871, Poland | Trading | 100% | | Marketing Investment Group SL, prodaja športne opreme in oblačil, d.o.o.° | Slovenia | Tržaška cesta 515, 1351 Brezovica pri Ljubljani | Trading | 100% | | Marketing Investment Group Slovakia s. r. o.° | Slovakia | Michalská 7, 811 03 Bratislava | Trading | 100% | | Marketing Investment Group SR doo Belgrade° | Serbia | Belgrade, Bulevar Mihajla Pupina 165G, Belgrade-New Belgrade, New Belgrade, 11000 Belgrade | Trading | 100% | | Marshall Artist Holdings Limited° | UK | 97 Alderley Road, Wilmslow, England, SK9 1PT | Non-trading | 25% | | MGS DUTY FREE Partnership° | Israel | HaMelacha 8 Holon, 5881504 | Trading | 29% | | MIG Marketing Investment Group Austria GmbH° | Austria | Mahlerstraße 13/1B, 1010 Vienna | Trading | 100% | | MIG Marketing Investment Group GmbH° | Germany | Dr. Hans-Lebach-Str. 2, 15537 Erkner | Trading | 100% | | MIG Marketing Investment Group RO SRL° | Romania | Bulevardul Corneliu Coposu 6-8, Et. 6, Birou 6, București, sect 3, 30167, | Trading | 100% | | MIG Wholesale spółka z o.o.° | Poland | Os. Dywizjonu 303, Pawilon I, Kraków, 31-871, Poland | Trading | 100% | | Millets Limited° | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | myBox Spolka z.o.o° | Poland | Os. Dywizjonu 303, Pawilon I, Kraków, | Trading | 100% | | Naked Copenhagen ApS° | Denmark | 14 Plads Brygernes, 1799 | Trading | 70% | | Naked Copenhagen France SAS° | France | 91 avenue Ledru Rollin, 75011 | Trading | 70% | | NiceKicks Holdings LLC° | US | 755 Jarvis Drive, Morgan Hill, CA 95037 | Trading | 80% | | NQ Retail Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Onepointfive Ventures Limited° | Canada | 1200 Waterfront Centre, 200 Burrard Street, Vancouver BC V6C 3L6 | Trading | 64% | | PCPONE Unlimited° | ROI | Fitzwilliam 28, Fitzwilliam Street Lower, Dublin 2, D02 KF20 Ireland | Non-trading | 100% | | Peter Werth Limited° | UK | 41 Commercial Street, Leith, Edinburgh, EH6 6JD | Non-trading | 100% | | Pink Soda Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued 40. Subsidiary Undertakings, Joint Ventures and Associates continued | Name of subsidiary | Place of registration | Registered address | Nature of business | Ownership and voting rights interest | | --- | --- | --- | --- | --- | | SDSR - Sports Division SR, S.A. | Portugal | Sonae Maia Business Centre, Avenida Dom Mendo, 4º Piso – Ala Sul, Maia, 4470-038, Portugal | Trading | 100% | | Shoe Palace Corporation | US | 755 Jarvis Drive, Morgan Hill, CA 95037 | Trading | 80% | | SIA Marketing Investment Group Latvia | Latvia | Rīga, Lienes iela 1 - 3, LV-1009 | Trading | 100% | | Size? Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 100% | | Sonneti Fashions Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Spike's Holding LLC | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Non-trading | 80% | | Spodis SA | France | Wood Park - Parc d'Affaires du Château Rouge - 274 bis avenue de la Marne - 59700 Marcq-en-Baroeul | Trading | 100% | | Sport Zone Canarias (SLU) | Spain | Avenida el Paso, 10, 1º, Edificio Multiusos, Polígono Industrial Los Majuelos, La Laguna 38201, Santa Cruz de Tenerife | Trading | 100% | | Sportiberica - Sociedade de Arigos de Desporto S.A. | Portugal | Rua Soeiro Pereira Gomes, Lote Um, Nono Andar Letra B, Lisbon, Freguesia | Trading | 100% | | Sports Unlimited Retail B.V. | Netherlands | Oostenderweg 247 B 1432 AT Aalsmeer | Non-trading | 100% | | Sprinter Megacentros del Deporte SL | Spain | Polígono Industrial de las Atalayas, Avenida Euro, N2, Alicante 03114 | Trading | 100% | | Sprinter Pirineos SLU | Andorra | Avenida del Través, 31. Edifici Santa Catarina, Baixos. AD 400 La Massana | Trading | 100% | | The Alpine Group Limited | UK | 41 Commercial Street, Leith, Edinburgh, EH6 6JD | Non-trading | 100% | | The Finish Line Distribution, Inc | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Trading | 80% | | The Finish Line Puerto Rico, Inc | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Trading | 80% | | The Finish Line USA, Inc | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Trading | 80% | | The Finish Line, Inc | US | 3308 N. Mithhoeffer Rd. Indianapolis, IN 46235 | Non-trading | 80% | | The John David Group Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Tiso Group Limited | UK | 41 Commercial Street, Leith, Edinburgh, EH6 6JD | Non-trading | 100% | | UAB Marketing Investment Group Lietuva | Lithuania | Gvazdiku g. 170, LT-10247 Vilnius | Trading | 100% | | Ultimate Outdoors Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | Varsity Kit Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 100% | | X4L Gyms Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Non-trading | 97.5% | | XLR8 Sports Limited | UK | Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR | Trading | 100% | "Indirect holding of the Company. The following entity is owned by Iberian Sports Retail SLU, was declared in a state of bankruptcy on 6 December 2023 and, per the bankruptcy document, control over the trading assets was transferred to the curator. J Joint venture. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Consolidated Financial Statements continued ## 41. Prior Period Adjustments During the period, the Group identified an adjustment relating to the classification of certain prior year expenses. The impact of this adjustment on the Consolidated Income Statement is presented below: | 52 weeks to 1 February 2025 | | | | | --- | --- | --- | --- | | | Reported £m | Adjustment £m | Restated £m | | Revenue | 11,458 | - | 11,458 | | Cost of sales | (5,995) | (91) | (6,086) | | Gross profit | 5,463 | (91) | 5,372 | | Selling and distribution expenses | (3,933) | 91 | (3,842) | | Administrative expenses | (657) | - | (657) | | Share of profit of equity-accounted investees | 5 | - | 5 | | Other operating income | 25 | - | 25 | | Operating profit | 903 | - | 903 | | Finance income | 27 | - | 27 | | Finance expenses | (215) | - | (215) | | Net finance expense | (188) | - | (188) | | Profit before tax | 715 | - | 715 | | Income tax expense | (175) | - | (175) | | Profit for the period | 540 | - | 540 | ## Adjustment - classification of expenses within cost of sales and selling and distribution As part of the FY26 close process, the Group has reclassified certain costs related to commercial activities and logistics, to reflect more appropriate accounting presentation within the income statement. The result is a net £91 million reclassification from operating costs to cost of sales; accordingly, comparative amounts for the 52-week period ended 1 February 2025 have been restated. This adjustment has no impact on profit for the period or the Consolidated Statement of Cash Flows. ## Disclosure adjustments Certain prior period disclosure amounts have been reclassified for presentation purposes; refer to Note 2 (segmental revenue channel split), Note 13 (goodwill allocation), and the Alternative Performance Measures section (free cash flow), and in addition the Courir goodwill has been revised during the 12-month measurement period (see Note 11). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 206 # Company Balance Sheet As at 31 January 2026 | | Note | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | --- | | Non-current assets | | | | | Intangible assets | C5 | 148 | 156 | | Property, plant and equipment | C6 | 204 | 179 | | Right-of-use assets | C7 | 361 | 373 | | Investment property | C8 | 23 | 27 | | Investments in subsidiaries | C9 | 2,155 | 2,155 | | Investments in joint ventures | C9 | 1 | 1 | | Other investments | C9 | 57 | 38 | | Amounts owed by other Group companies | C11 | 544 | 16 | | Total non-current assets | | 3,493 | 2,945 | | Current assets | | | | | Inventories | C10 | 261 | 254 | | Trade and other receivables | C11 | 207 | 244 | | Income tax receivable | | 10 | 18 | | Cash and cash equivalents | C12 | 137 | 167 | | Assets held-for-sale | | - | 57 | | Total current assets | | 615 | 740 | | Total assets | | 4,108 | 3,685 | | Current liabilities | | | | | Interest-bearing loans and borrowings | C12 | - | (36) | | Trade and other payables | C13 | (346) | (341) | | Put and call option derivatives | C14 | (7) | (55) | | Lease liabilities | C7 | (75) | (84) | | Provisions | C22 | (15) | (4) | | Liabilities held-for-sale | | - | (50) | | Total current liabilities | | (443) | (570) | | Non-current liabilities | | | | | Interest-bearing loans and borrowings | C12 | (504) | - | | Trade and other payables | C14 | (106) | (160) | | Put and call option derivatives | C14 | (251) | (205) | | Lease liabilities | C7 | (329) | (331) | | Provisions | C22 | (18) | (10) | | Deferred tax liabilities | C15 | (16) | (16) | | Total non-current liabilities | | (1,224) | (722) | | Total liabilities | | (1,667) | (1,292) | | Net assets | | 2,441 | 2,393 | | Capital and reserves | | | | | Ordinary share capital | C16 | 3 | 3 | | Share premium | C16 | 468 | 468 | | Treasury reserve | C16 | (66) | - | | Capital redemption reserve | C16 | 0 | - | | Fair value reserve on financial assets at FVOCI | C16 | 23 | - | | Share-based payment reserve | C16 | 9 | 4 | | Retained earnings | | 2,004 | 1,918 | | Total equity | | 2,441 | 2,393 | The profit for the period in the accounts of the Company is £277 million (2025: £186 million). The Company has taken advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual income statement and related notes. The accompanying notes form part of these financial statements. These financial statements were approved by the Board of Directors on 6 May 2026 and were signed on its behalf by: M Régis Schultz Director Registered number: 1888425 --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Company Statement of Changes in Equity For the 52 weeks ended 31 January 2026 | | Ordinary share capital £m | Share premium £m | Treasury shares(1) £m | Capital redemption reserve(1) £m | Share-based payments reserve £m | Fair value reserve of financial assets at FVOO(1) £m | Retained earnings £m | Total equity £m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at 3 February 2024 | 3 | 468 | - | - | 3 | - | 1,776 | 2,250 | | Profit for the period | - | - | - | - | - | - | 186 | 186 | | Total comprehensive income for the period | - | - | - | - | - | - | 186 | 186 | | Dividends to equity holders | - | - | - | - | - | - | (48) | (48) | | Other movements | - | - | - | - | - | - | 4 | 4 | | Share-based payment charge | - | - | - | - | 1 | - | - | 1 | | Balance at 1 February 2025 | 3 | 468 | - | - | 4 | - | 1,918 | 2,393 | | Profit for the period | - | - | - | - | - | - | 277 | 277 | | Other comprehensive income: | | | | | | | | | | Fair value movement on financial investments | - | - | - | - | - | 19 | - | 19 | | Total comprehensive income for the period | - | - | - | - | - | 19 | 277 | 296 | | Dividends to equity holders | - | - | - | - | - | - | (52) | (52) | | Transfer fair value movement on financial investments | - | - | - | - | - | 4 | (4) | - | | Treasury shares acquired in the period | - | - | (201) | - | - | - | - | (201) | | Treasury shares cancelled in the period | - | - | 135 | 0 | - | - | (135) | - | | Share-based payment charge | - | - | - | - | 5 | - | - | 5 | | Balance at 31 January 2026 | 3 | 468 | (66) | 0 | 9 | 23 | 2,004 | 2,441 | (1) New reserves items have arisen in FY26. Please see Note 28 to the Group financial statements for an explanation of the nature and purpose of reserves. The accompanying notes form part of these financial statements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 208 # Notes to the Company Financial Statements ## C1. Basis of Preparation The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets the definition of a qualifying entity under FRS 100 Application of Financial Reporting Requirements issued by the FRC. Accordingly, these financial statements are prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. The principal activity of the Company is the retail of multi-branded sports fashion clothing and footwear. In these financial statements, the Company has applied the exemptions available under FRS 101, in particular those set out in paragraphs 7 and 8 of FRS 101, in respect of the following disclosures: - the requirement to present a Cash Flow Statement and related notes (IAS 7); - comparative period reconciliations for property, plant and equipment (IAS 16.73(e)-(f)), intangible assets (IAS 38.118(e)-(f)) and investment properties (IAS 40.76(c)-(d)); - disclosures in respect of transactions with wholly-owned subsidiaries and the compensation of Key Management Personnel (IAS 24.17); - disclosures in respect of capital management (IAS 1.134-136); - disclosures required by IAS 36 'Impairment of Assets' in respect of the impairment of goodwill and indefinite-life intangible assets (IAS 36.134-135); - disclosures required by IFRS 15 'Revenue from Contracts with Customers' in respect of disaggregation of revenue and performance obligations (IFRS 15.114-115 and 119); - disclosures required by IFRS 16 'Leases' in respect of the Company acting as a lessor (IFRS 16.90-97); - disclosures required by IFRS 3 'Business Combinations' in respect of business combinations undertaken by the Company (IFRS 3.59-63); - disclosures required by IAS 12 'Income Taxes' in respect of International Tax Reform - Pillar Two Model Rules (IAS 12.4A-4C and the related disclosure requirements); and - disclosures required by IFRS 13 'Fair Value Measurement' (IFRS 13.91-99) and the disclosures required by IFRS 7 'Financial Instruments: Disclosures' (IFRS 7.31-42). The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. The financial statements have been prepared on a going concern basis under the historical cost convention except as disclosed in the accounting policies in Note 1 of the Group financial statements. The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. ## Key Sources of Estimation Uncertainty ### Genesis Put and Call Option Valuation Certain of the put and call options described in Note 25 to the Group financial statements are held by the Company, including the material put and call options. The put and call options are required to be fair valued at each accounting period date in the Company Only financial statements. The key significant option outstanding as at 31 January 2026 relates to the Group's US sub-group, Genesis. The fair value of Genesis put and call option at 31 January 2026 was £252 million (2025: £255 million). The Company has used a third-party valuation expert to estimate the fair value of the derivatives using a Monte-Carlo simulation model, applying a geometric Brownian motion to project the share price and an arithmetic Brownian motion for the projection of EBITDA. The model requires various key inputs including those subject to management's estimate. See Note C14 for further information on key inputs used, model methodology and accounting policy. The critical inputs in estimating the fair value of put and call option derivatives include market multiples used to derive the current value of the underlying equity, the EBITDA forecasts and growth assumptions for future periods. Due to the estimation uncertainty associated with these inputs, it's possible that the estimated fair value may change materially within the next 12 months. Further information about the sensitivities can be found in Note C14. ## C2. Directors Remuneration The remuneration of Executive Directors for both the Company and Group is disclosed in Note 5 to the Group financial statements. ## C3. Auditor's Remuneration Fees payable to the Company's auditor for the audit of the Company and Group financial statements are disclosed in Note 3 to the Group financial statements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C4. Staff Numbers and Costs The average monthly number of persons employed by the Company (including Directors) during the period, analysed by category, was as follows: | | 52 weeks to 31 January 2026 Number | 52 weeks to 1 February 2025 Number | | --- | --- | --- | | Sales and distribution | 16,721 | 17,740 | | Administration | 1,286 | 1,342 | | Total average monthly staff employed | 18,007 | 19,082 | | Full-time equivalents | 11,248 | 12,522 | The aggregate payroll costs of these persons were as follows: | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 Number | | --- | --- | --- | | Wages and salaries | 396 | 392 | | Social security costs | 39 | 29 | | Pension costs | 7 | 6 | | Share-based payments | 5 | 1 | | Other employed staff costs | 1 | 3 | | | 448 | 431 | Please see Note 33 to the Group financial statements for details of share-based payments. ## C5. Intangible Assets At 31 January 2026 and 1 February 2025, goodwill in the Company comprised the goodwill on acquisition of First Sport (£15 million), and goodwill on the hive-up of three 'Caplan' entities (£2 million). Brand licences in the Company comprise all brand licences included in the Group table (Note 13), with the exclusion of the Lotto and Umbro brand licences, which are held within Marketing Investment Group S.A. Brand licences are stated at cost less accumulated amortisation and impairment losses. Brand names held by the Company also form part of the Group table (Note 13) within the JD segment. | | Goodwill £m | Brand licences £m | Brand names £m | Software development £m | Total £m | | --- | --- | --- | --- | --- | --- | | Cost or valuation | | | | | | | At 1 February 2025 | 22 | 170 | 3 | 57 | 252 | | Additions | - | 5 | - | 13 | 18 | | Disposals | - | (3) | - | (2) | (5) | | At 31 January 2026 | 22 | 172 | 3 | 68 | 265 | | Amortisation and impairment | | | | | | | At 1 February 2025 | 5 | 45 | 3 | 43 | 96 | | Charge for the period | - | 17 | - | 6 | 23 | | Released on disposal | - | - | - | (2) | (2) | | At 31 January 2026 | 5 | 62 | 3 | 47 | 117 | | Net book value | | | | | | | At 31 January 2026 | 17 | 110 | - | 21 | 148 | | At 1 February 2025 | 17 | 125 | - | 14 | 156 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C6. Property, Plant and Equipment Included within the depreciation charge for the period ended 31 January 2026 is accelerated depreciation of £1 million (2025: £6 million) following a review of the useful economic life of certain items of property, plant and equipment and assets capitalised. | | Land and buildings £m | Improvements to short leasehold properties £m | Computer equipment £m | Fixtures and fittings £m | Total £m | | --- | --- | --- | --- | --- | --- | | Cost | | | | | | | At 1 February 2025 | 16 | 2 | 51 | 288 | 357 | | Additions | – | 4 | 11 | 45 | 60 | | Disposals | – | – | – | (7) | (7) | | Reclassifications | 2 | 52 | (13) | (34) | 7 | | At 31 January 2026 | 18 | 58 | 49 | 292 | 417 | | Depreciation and impairment | | | | | | | At 1 February 2025 | 4 | – | 31 | 143 | 178 | | Charge for period | 3 | – | 7 | 24 | 34 | | Disposals | – | – | – | (6) | (6) | | Reclassifications | (2) | 28 | (4) | (15) | 7 | | At 31 January 2026 | 5 | 28 | 34 | 146 | 213 | | Net book value | – | – | – | – | – | | At 31 January 2026 | 13 | 30 | 15 | 146 | 204 | | At 1 February 2025 | 12 | 2 | 20 | 145 | 179 | Reclassifications relate to an internal review of the classification of assets performed in the period. ## C7. Leases The Company has adopted the same accounting policies as the Group in respect of IFRS 16 'Leases'. Details of the accounting policies applied can be found in Note 1 and Note 15 to the Consolidated Financial Statements. The Company leases assets including land and buildings, vehicles, machinery and IT equipment. Information about leases for which the Company is a lessee is presented below. ### Right-of-Use Assets | | Property £m | Vehicles and Equipment £m | Total £m | | --- | --- | --- | --- | | Net book value | | | | | At 1 February 2025 | 372 | 1 | 373 | | Additions | 91 | – | 91 | | Depreciation charge for the period | (75) | – | (75) | | Impairment charge for the period | (1) | – | (1) | | Remeasurement adjustments | (27) | – | (27) | | At 31 January 2026 | 360 | 1 | 361 | | Net book value | | | | | At 31 January 2026 | 360 | 1 | 361 | | At 1 February 2025 | 372 | 1 | 373 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C7. Leases continued ### Lease Liabilities | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Maturity analysis - contractual undiscounted cash flows | | | | Within one year | 87 | 96 | | Later than one year and not later than two years | 77 | 78 | | Later than two years and not later than three years | 70 | 66 | | Later than three years and not later than four years | 57 | 56 | | Later than four years and not later than five years | 47 | 45 | | After five years | 146 | 144 | | Total undiscounted lease liabilities | 484 | 485 | | Lease liabilities included in the Balance Sheet | | | | Current | 75 | 84 | | Non-current | 329 | 331 | | Total | 404 | 415 | | | As at 31 January 2026 £m | As at 1 February 2025 £m | | Opening balance | 415 | 453 | | Additions | 91 | 86 | | Interest on lease liabilities | 16 | 14 | | Repayments of lease liability | (83) | (83) | | Reclassification to held-for-sale(1) | - | (50) | | Liability adjustment(2) | (35) | (5) | | Closing balance | 404 | 415 | (1) During the prior period, the Company closed its Derby Distribution Centre, as part of its strategic operational restructuring. As at 1 February 2025, the distribution centre met the criteria to be classified as held-for-sale in accordance with IFRS 5 'Non-current Assets Held-for-Sale'. Accordingly, lease liabilities of £50 million were reclassified to held-for-sale (see Group Note 37 for further details). (2) Liability adjustments in the current period include £(16) million of remeasurement adjustments (2025: £9 million) and £(19) million of disposals (2025: £(14) million). ### Amounts Recognised in Profit or Loss | | 52 weeks to 31 January 2026 £m | 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Depreciation expense of right-of-use assets | 75 | 64 | | Interest on lease liabilities | 16 | 14 | | Variable lease payments not included in the measurement of lease liabilities | 8 | 12 | | Income from sub-leasing right-of-use assets | - | (1) | | Expenses relating to short-term leases | - | 1 | | Impairment of right-of-use assets | 1 | 1 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C8. Investment Property Investment property, which is property held to earn rental income, is stated at cost less accumulated depreciation and impairment losses. Investment property is depreciated over a period of 50 years on a straight-line basis, with the exception of freehold land, which is not depreciated. The Company has elected not to revalue investment property annually but to disclose the fair value below. An external valuation to determine the fair value is prepared every three years by persons having the appropriate professional experience. When an external valuation is not prepared, an annual assessment is conducted using internal expertise. | | £m | | --- | --- | | Cost | | | At 1 February 2025 | 30 | | Disposals | (5) | | At 31 January 2026 | 25 | | Depreciation and impairment | | | At 1 February 2025 | 3 | | Charge for period | 1 | | Disposals | (2) | | At 31 January 2026 | 2 | | Net book value | | | At 31 January 2026 | 23 | | At 1 February 2025 | 27 | The investment properties cost brought forward relates to three properties leased to Go Outdoors Retail Limited (£4 million, £3 million and £3 million), a property leased to Focus Brands Limited (£4 million), a property leased to Kukri Sports Limited (£1 million) and properties transferred in the hive-up of the Caplan entities, being properties leased to Go Outdoors Retail Limited (£13 million). Disposals in the period relate to the properties leased to Focus Brands Limited and Kukri Sports Limited, which were disposed of to third parties. The property held with Focus Brands Limited was disposed of for proceeds of £7 million, compared with a carrying value of £3 million, resulting in a gain/loss on disposal of £4 million. The property held with Kukri Sports Limited was disposed of for proceeds of £3 million, compared with a carrying value of £Nil, resulting in a gain/loss on disposal of £3 million. The three properties leased to Go Outdoors Retail Limited remain investment properties from the Company's perspective at 31 January 2026. Based on external valuations prepared as at 27 March 2025, the fair value of these properties as at that date was £13 million. These properties are on a three-year valuation cycle and, accordingly, an external valuation of the properties will next be obtained for the period ended 29 January 2028. Given the non-volatile nature of the property, a three-year external valuation cycle is deemed appropriate by the Directors. The Directors deem this to be a Level 3 input under the Group's fair value hierarchy (see Note 23 to the Group financial statements). The Directors obtained external valuations of the properties transferred in the hive-up of Caplan entities as at 6 March 2026, and based on this valuation, the properties were deemed to have a fair value of £13 million. Given that the difference between the carrying value and the fair value as at 31 January 2026 is not deemed to be material, no adjustments to the carrying value of these properties has been made. These properties are on a three-year valuation cycle and, accordingly, an external valuation of the properties will next be obtained for the period ended 27 January 2029. Given the non-volatile nature of the property, a three-year external valuation cycle is deemed appropriate by the Directors. The Directors deem this to be a Level 3 input under the Group's fair value hierarchy (see Note 23 to the Group financial statements). The rental income from investment properties, recognised in the Company accounts, is £2 million (2025: £2 million). The Directors do not consider the investment properties to be impaired as the future rental income supports the carrying value. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C9. Investments in Subsidiaries and Joint Ventures The carrying value of the investment in subsidiary undertakings has been assessed for impairment in accordance with IAS 36. The value-in-use of each subsidiary is based on the discounted cash flows available to be paid to the Company from the relevant subsidiaries after the settlement of each entity's liabilities based on estimated cash flows determined using the Group's Board approved forecasts. The recoverable amount is compared to the investment carrying value and any difference recorded as impairment. No impairment charge has been recognised on the Company's investment in subsidiary undertakings for the period (2025: £16 million). A list of subsidiaries is disclosed in Note 40 to the Group financial statements. ### Investments in Subsidiaries | | £m | | --- | --- | | Cost | | | At 1 February 2025 | 2,184 | | Disposals (see note i below) | (24) | | At 31 January 2026 | 2,160 | | Impairment | | | At 1 February 2025 | 29 | | Disposals (see note i below) | (24) | | At 31 January 2026 | 5 | | Net book value | | | At 31 January 2026 | 2,155 | | At 1 February 2025 | 2,155 | i) The disposals of investments consist of the following (unless otherwise stated, the investment was 100% owned): | | Cost disposed £m | Impairment utilised £m | Net disposal £m | | --- | --- | --- | --- | | Wheelbase Lakeland Limited (77.5%) | 22 | (22) | - | | Wellgosh Limited | 1 | (1) | - | | Duffer of St George Limited | 1 | (1) | - | | Total disposals | 24 | (24) | - | The Company tests the investment balances for impairment annually. The recoverable amounts of the investments have been determined based on net asset position and value-in-use calculations, which require the use of estimates. Management has prepared discounted cash flows in line with the Group approach to impairment testing. ### Investments in Joint Ventures | | Total £m | | --- | --- | | Cost and net book value | | | At 1 February 2025 | 1 | | At 31 January 2026 | 1 | Other investments of £57 million (2025: £38 million) relates to the Company's investment in Applied Nutrition Plc - see Group Note 17 for further details. ## C10. Inventories | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Finished goods and goods for resale | 261 | 254 | The Company has £19 million (2025: £16 million) of inventory provisions at the end of the period. The cost of inventories includes a net charge of £8 million (2025: £8 million) in relation to net provisions recognised against inventories. £5 million of the inventory provision was utilised during the period against the write down of inventory (2025: £15 million). There were no reversals of inventory write downs in either the current or prior period. Included within inventories is £3 million of deferred supplier rebates (2025: £1 million). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued C11. Trade and Other Receivables | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Current assets | | | | Trade receivables | 7 | 3 | | Other receivables | 3 | 5 | | Derivative asset | 2 | 12 | | Right of return asset | 1 | 1 | | Prepayments | 50 | 46 | | Amounts owed by other Group companies | 144 | 177 | | | 207 | 244 | | | As at 31 January 2026 £m | As at 1 February 2025 £m | | Non-current assets | | | | Amounts owed by other Group companies | 544 | 16 | | | 544 | 16 | The Directors have assessed and concluded at the reporting date that a portion of receivables due from other Group companies is expected to be realised in more than 12 months from the date of the Balance Sheet. As such, the assets have been categorised accordingly. # Amounts Owed by Other Group Companies The loss allowance on the intercompany receivables is measured under 'general approach' in accordance with IFRS 9. Intercompany loans with subsidiaries are repayable on demand and therefore there is no distinction between 12-months and lifetime expected credit losses from the measurement point of view. Management has estimated the loss allowance by comparing the value of the intercompany receivables with the available cash resources, net realisable value of other non-cash assets and trading cash flows expected to be generated in the future periods. If the value of intercompany receivables exceeds the value of any of the listed items, the difference between the intercompany receivables and the highest value of listed items is recognised as loss allowance. An IFRS 9 loan loss allowance on intercompany receivables of £66 million has been recognised on the Company's Balance Sheet as at 31 January 2026 (2025: £103 million). An impairment credit in relation to expected credit losses against intercompany receivables of £26 million has been recognised through the Company's Income Statement for the period ended 31 January 2026 (2025: £11 million charge). A summary of the Company's exposure to credit risk for receivables due from other Group companies is as follows: | As at 31 January 2026 | Weighted average loss rate £m | Gross carrying amount £m | Loss allowance £m | Net £m | | --- | --- | --- | --- | --- | | Current (repayable on demand) | 6% | 153 | (9) | 144 | | Non-current(1) | 9% | 601 | (57) | 544 | | Total | 9% | 754 | (66) | 688 | | As at 1 February 2025 | Weighted average loss rate £m | Gross carrying amount £m | Loss allowance £m | Net £m | | --- | --- | --- | --- | --- | | Current (repayable on demand) | 17% | 213 | (36) | 177 | | Non-current | 81% | 83 | (67) | 16 | | Total | 35% | 296 | (103) | 193 | (1) The majority of the non-current amounts owed by Group companies relates to a $700 million term loan that was drawn down in full by the Company during the period, and subsequently transferred to a subsidiary, Genesis Holdings Inc. The term loan matures on 8 July 2028 and bears interest at SOFR (Secured Overnight Financing Rate) plus a margin of 1.0%. The remaining balance is repayable on demand but it is not expected to be settled within next 12 months. Movement on the provision for expected credit losses is shown below: | | Total £m | | --- | --- | | Provision at 1 February 2025 | 103 | | Net credit for the period | (26) | | Utilised on write off of receivables | (11) | | Provision at 31 January 2026 | 66 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C12. Financial Instruments ### Cash and Cash Equivalents Cash at bank and in hand comprises cash balances and call deposits with an original maturity of three months or less, readily convertible to known amounts of cash, and subject to an insignificant risk of changes in value Cash equivalents represent lodgements in transit held with a third-party payment processor. Customer payments are collected on behalf of the Company and pending settlement into the Company's primary bank account. | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Cash at bank and in hand | (58) | 47 | | Cash equivalents | 16 | 17 | | Short-term deposits | 72 | 103 | | Money market funds | 107 | — | | | 137 | 167 | The currency profile of cash and cash equivalents is shown below: | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Sterling | 105 | 138 | | Euros | 23 | 24 | | US Dollars | 7 | 3 | | Other | 2 | 2 | | | 137 | 167 | ### Interest-bearing Loans and Borrowings | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Interest-bearing loans and borrowings - current | — | 36 | | Interest-bearing loans and borrowings - non-current | 504 | — | | | 504 | 36 | As at 31 January 2026, the Company was a borrower under, and headed, the Group's committed bank facilities comprising a $700 million Term Loan and a £1 billion syndicated Revolving Credit Facility ('RCF'), both refinanced on 8 July 2025. The Term Loan was drawn in full, matures on 8 July 2028 and bears interest at the Secured Overnight Financing Rate ('SOFR') plus a margin of 1.0%. The RCF matures on 8 July 2030, is available in GBP, EUR and USD, and bears interest at a currency-specific base rate plus a margin of 0.8%. Interest on both facilities is payable at one, three or six month intervals at the Company's discretion. Both facilities are subject to covenants on net debt leverage and fixed charge cover and are provided by a diversified syndicate of banks. They benefit from cross-guarantees between the Company and certain subsidiary undertakings. The refinancing replaced existing drawn balances and was accounted for as a modification of existing liabilities, with no material net cash movement other than transaction fees and accrued interest. At 31 January 2026, no amounts were drawn down by the Company on this facility; £13 million was drawn down by another Group company (2025: £36 million drawn down by the Company). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued C13. Current Trade and Other Payables | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Trade payables | 97 | 160 | | Other payables and accrued expenses | 169 | 138 | | Derivative liability | 7 | 1 | | Refund liabilities | 10 | 10 | | Other tax and social security costs | 40 | 26 | | Amounts payable to other Group companies | 23 | 6 | | | 346 | 341 | C14. Non-Current Trade and Other Payables | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Other payables and accrued expenses | 103 | 131 | | Amounts payable to other Group companies | 3 | 29 | | | 106 | 160 | | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Put and call option derivatives – current | 7 | 55 | | Put and call option derivatives – non-current | 251 | 205 | | | 258 | 260 | # Reebok Brand Licence In December 2021, the Company signed a contract with ABG Reebok LLC to license the Reebok brand in various territories. The agreement became effective during the 52 week period ended 28 January 2023. As a result, the Company has recognised an intangible asset for the use of the brand on the balance sheet and a liability for the discounted contractual minimum royalty payments under the initial 11 year term of £57 million (2025: £65 million). As at 31 January 2026, the liability, included in other payables and accrued expenses, amounted to £64 million (2025: £79 million), £8 million of which is current (2025: £8 million) and £56 million (2025: £71 million) is non-current. # Hoodrich Brand Licence In December 2023, the Group signed a contract with Hoodrich Limited to license the Hoodrich brand in various territories. The agreement became effective during the 53 week period ended 3 February 2024. As a result, the Group has recognised an intangible asset for the use of the brand on the balance sheet and a liability for the discounted contractual minimum royalty payments under the initial 7 year term of £42 million (2025: £50 million). As at 31 January 2026, the liability, included in other payables and accrued expenses, amounted to £47 million (2025: £53 million), £8 million of which is current (2025: £6 million) and £39 million is non-current (2025: £47 million). # Football Licences In the current and prior periods, the Company entered into exclusive distribution agreements with certain European football clubs and associations. As a result, the Company has recognised an intangible asset for the use of the brands on the balance sheet and a liability for the discounted contractual minimum royalty payments under the agreements. The contract terms range between 3 and 10 years and the asset will be amortised over the relevant contract life. At 31 January 2026, the asset and liability amounted to £8 million (2025: £7 million), £2 million of the liability is current (2025: £1 million) and £6 million is non-current (2025: £6 million). --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 217 # Notes to the Company Financial Statements continued ## C14. Non-Current Trade and Other Payables continued ### Put and Call Option Derivatives Certain of the put and call options described in Note 25 to the Group financial statements are held by the Company, including the material put and call options. The put and call options are required to be fair valued at each accounting period date in the Company only accounts. The Company has used a third-party valuation expert to estimate the fair value of the derivatives using a Monte-Carlo simulation model, applying a geometric Brownian motion to project the share price and an arithmetic Brownian motion for the projection of EBITDA with its drift estimated for the fair value of the put and call options risk adjusted to put them on a risk-neutral basis from the forecast EBITDAs. The option formula and multiple are usually stated in the put and call option agreement; however, in the absence of a specified formula or multiple, we would estimate this based on current evidence in the Mergers and Acquisitions market and our past experience of multiples paid for similar businesses. The valuation technique used to measure the fair value is categorised within Level 3 of the fair value hierarchy. The Group's accounting policy for the put and call options is further described in Note 25, however, the accounting treatment of the options differs between the Group and Parent Company accounts for the following reasons: - The put and call options are contracts resulting in the Parent Company having the right or obligation to purchase remaining shares from non-controlling interests in partly owned subsidiaries and are therefore accounted for as a derivative at fair value. The Group does not recognise the fair value of the put and call instrument because, upon exercise, the Group would effectively be purchasing its own equity in its subsidiary entity from the non-controlling interests, so instead it reflects the present value of the obligation. - Put and call options are entered into simultaneously, in contemplation of each other, and are documented within a single agreement with the same counterparty in respect of each minority shareholding. The terms of the put and call are identical in respect of the exercise price and the period on which EBITDA, cash and net debt are derived, and therefore the underlying asset and risk associated to the put and call are considered to be the same. The only distinguishable difference between the put and the call, other than the party choosing to initiate the option, is the timing of the option window. There is usually a short period of time between the put option window commencing and the call option window commencing. For example, in the case of the Genesis put and call option agreement, the put option window is a 30-day period commencing 30 calendar days after the end of the relevant financial period and the call option window is a 30-day period commencing 30 calendar days after the end of the put period. This distinction is made principally for administrative purposes, to prevent any confusion that might otherwise arise from the simultaneous exercise of both a put and a call. Accordingly, the Group has assessed that the put and call options are to be accounted for as a single unit of account. To estimate the fair value of put and call options for the purposes of the Company only financial statements, the key inputs to the Monte-Carlo simulation models are: - The EBITDA forecasts and growth assumptions for future periods including forecast net cash/debt and forecast capital expenditure, working capital movements and taxation. - The discount rate, which should be equivalent to the rates a market participant would use and commensurate with the cash flows and is used to risk adjust the forecast EBITDA to a risk-neutral basis. - The market approach used to derive the current value of the underlying equity, which is based on an estimated EBITDA multiple range for Genesis. - The Equity drift, which is estimated from a market-observable risk-free rate and its volatility, which is estimated from comparable companies. - The EBITDA, which is projected using an Arithmetic Brownian Motion using EBITDA drift. The drift for each time period is estimated from forecast EBITDA and its standard deviation is estimated from historical EBITDA data. - The correlation between the EBITDA and the equity value processes, which is estimated by using historical data for the company being acquired. - Where relevant, the maximum purchase price (option pricing cap) as defined in the shareholder agreement. - The risk-free discount rates, reflecting the current market assessment of the time value of money, used to discount the payoff/value of the put and call options. The short-term EBITDA growth assumptions are 6.9% as at 31 January 2026 (2025: 13.9%). The range of EBITDA multiples used for the estimation of the Genesis put and call option at 31 January 2026 is 4.75 (2025: 5.0) as at 31 January 2026. The discount rate used in the FY26 valuation to risk adjust the forecast EBITDA is 9.3% (2025: 10.2%). ### Genesis Options The fair value of the Genesis option is £252 million (2025: £255 million). Sensitivity analysis was performed over the key variable inputs to the valuation of the Genesis put and the call options. The key variable inputs were determined to be forecast EBITDA and the market multiples used in the valuation. 15% was determined to be a reasonably possible decrease to the EBITDA included in the approved cash flow forecasts and 0.5x was determined to be a reasonably possible change for the market multiple. The results were as follows: - A reduction of 15% to the forecast EBITDA would result in a reduction to the put and call option derivative of £116 million (2025: £91 million). - An increase of 15% to the forecast EBITDA would result in an increase to the put and call option derivative of £124 million (2025: £90 million). - A 0.5 increase to the market multiple would result in a reduction to the put and call option derivative of £46 million (2025: £58 million). - A 0.5 decrease to the market multiple would result in an increase to the put and call option derivative of £46 million (2025: £58 million). The Directors are satisfied that the forecast cash flows utilised in the measurement model are appropriate as they are based on Board approved forecasts for stores as at the balance sheet date, growth assumptions derived from discussions with key management and Board approved capital expenditure budgets for store openings in the five-year plan. ### Other Options In addition to the Genesis options, the next largest value options are Cosmos. Due to the value of these options, management has used both internal and external valuations from a third-party valuation specialist to value them. The valuation technique is outlined per the wording above. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C15. Deferred Tax Assets and Liabilities ### Recognised Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are attributable to the following: | | Assets 2026 £m | Assets 2025 £m | Liabilities 2026 £m | Liabilities 2025 £m | Net 2026 £m | Net 2025 £m | | --- | --- | --- | --- | --- | --- | --- | | Property, plant and equipment | – | – | (17) | (15) | (17) | (15) | | Property | – | – | (2) | (2) | (2) | (2) | | Employee benefits | 3 | 1 | – | – | 3 | 1 | | Tax assets/(liabilities) | 3 | 1 | (19) | (17) | (16) | (16) | ### Movement in Deferred Tax During the Period | | Property, plant and equipment £m | Property £m | Employee benefits £m | Total £m | | --- | --- | --- | --- | --- | | Balance at 3 February 2024 | (25) | (2) | 3 | (24) | | Recognised in income | 10 | – | (2) | 8 | | Balance at 1 February 2025 | (15) | (2) | 1 | (16) | | Recognised in income | (2) | – | 2 | – | | Balance at 31 January 2026 | (17) | (2) | 3 | (16) | ## C16. Capital Issued ordinary share capital, share premium, treasury reserve, capital redemption reserve, fair value reserve of financial assets at FVOCI, and the share-based payment reserve for both the Company and Group are disclosed in Note 28 to the Group financial statements. The retained earnings of the Company as at 31 January 2026 are all deemed to be distributable. ## C17. Dividends After the reporting date, the dividend proposed by both the Company and Group Directors is disclosed in Note 30 to the Group financial statements. ## C18. Commitments As at 31 January 2026, the Company had entered into contracts to purchase property, plant and equipment as follows: | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Contracted | 12 | 5 | ## C19. Related Party Transactions and Balances Transactions and balances with each category of related parties during the period are shown below. Outstanding balances are unsecured (unless otherwise stated) and will be settled in cash. ### Transactions with Related Parties Who Are Not Members of the Group #### Pentland Group Limited During the period, the Company entered into the following transactions with Pentland Group Limited: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Purchase of inventory | – | (25) | – | (18) | | Royalty costs | – | (2) | – | – | | Dividends | – | (27) | – | (25) | At the end of the current and prior period, the Company had the following balances outstanding with Pentland Group Limited: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Trade receivables/(payables) | – | (2) | – | – | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C19. Related Party Transactions and Balances continued ### Associates and Joint Ventures During the period, the Company entered into the following transactions with its associates and joint ventures: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Recharge of expenses | - | - | 2 | - | At the end of the period, the Company had the following balances outstanding with its associates and joint ventures: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Trade receivables | 4 | - | - | - | Trade receivables from associates and joint ventures relate to costs incurred by the Company on behalf of these entities, which have then been recharged. ### Montirex Limited To ensure transparency, the Company voluntarily discloses transactions with Montirex, the Chairman of which is also a member of the JD Sports Fashion Plc Board. During the period, the Group entered into the following transactions with Montirex: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Purchase of inventory | - | (72) | - | (45) | | Marketing costs | 1 | - | - | - | At the end of the period, the following balances were outstanding with Montirex Limited: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Trade receivables/(payables) | - | (1) | - | (1) | ## Transactions with Related Parties Who Are Members of the Group ### Subsidiaries In the disclosure that follows, the Company has applied the exemptions available under FRS 101 in respect of transactions with wholly-owned subsidiaries. Loans represent historic intercompany balances and initial investments in subsidiary undertakings. For subsidiaries with a non-controlling interest, these long-term loans attract interest at the UK base rate plus an applicable margin. Other intercompany balances and trade receivables/payables relate to: - the sale and purchase of stock between the Company and its subsidiaries on standard commercial terms; - the charge for the use of the JD intellectual property ('IP'); and - charges for administrative overhead and distribution costs. Other intercompany balances are settled a month in arrears. These balances do not accrue interest. In certain circumstances where the subsidiaries have not repaid these balances, they have been reclassified to long-term loans, and therefore accrue interest as applicable. During the period, the Company entered into the following transactions with subsidiaries not wholly owned: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Sale of inventory | - | - | 2 | - | | Interest receivable | - | - | 2 | - | | IP licence fee | 30 | - | 31 | - | | Management charge receivable | 1 | - | 1 | - | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C19. Related Party Transactions and Balances continued Transactions with Related Parties Who Are Members of the Group continued Subsidiaries continued At the end of the period, the Company had the following balances outstanding with subsidiaries not wholly owned: | | Amounts owed by related parties 2026 £m | Amounts owed to related parties 2026 £m | Amounts owed by related parties 2025 £m | Amounts owed to related parties 2025 £m | | --- | --- | --- | --- | --- | | Non-trading loan receivable | - | - | 2 | - | | Non-trading loan receivable (interest bearing) | - | - | 13 | - | | Trade receivables | 4 | - | 44 | - | ## The JD Foundation The JD Foundation receives its income from, but is independent of, JD Sports Fashion Plc. The JD Foundation is dependent on all income net of VAT arising from the sale of single-use carrier bags in JD stores in England, Scotland, Wales and Northern Ireland, as well as micro-donations from customers at the store point of sale and colleague donations and fundraising. During the period, the Group entered into the following transactions with The JD Foundation: | | Income from related parties 2026 £m | Expenditure with related parties 2026 £m | Income from related parties 2025 £m | Expenditure with related parties 2025 £m | | --- | --- | --- | --- | --- | | Donations | - | (3) | - | (2) | ## C20. Contingent Liabilities and Financial Guarantees ### Accounting Policies Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote but is not considered probable or cannot be fully measured. ### Claims and Litigation The activities of the Group are overseen by regulators around the world and, whilst the Group strives to ensure full compliance with all its regulatory obligations, periodic reviews are inevitable, which may result in a financial penalty. If the risk of a financial penalty arising from one of these reviews is more than remote but not probable or cannot be measured reliably then the Group will disclose this matter as a contingent liability. If the risk of a financial penalty is considered probable and can be measured reliably then the Group would make a provision for this matter. ### Financial Guarantees The Company has issued guarantees and cross-guarantees to third parties in case subsidiaries fail to pay their current liabilities and obligations relating to business operations. The liability relating to financial guarantees is initially recognised at fair value and subsequently measured at the higher of the contract's estimated expected credit loss, measured using a general approach and the amount initially recognised less, where appropriate, accumulated amortisation. The Company has issued the following guarantees and cross-guarantees: - Guarantee on the rental commitments for certain European stores of £1 million (2025: £2 million). - Guarantee on the working capital facilities in JD Sports Fashion Israel (2021) Partnership of ILS 18 million (£4 million) (2025: ILS 26 million (£6 million)). - Guarantee on rental commitments for JD Sports Fashion B.V. in relation to warehouse rental costs. The total value of the remaining commitments at 31 January 2026 was £33 million (2025: £34 million). - Guarantee on rental commitments for Go Outdoors Retail Limited in relation to warehouse rental costs. The total value of the remaining commitments at 31 January 2026 was £21 million (2025: £25 million). - Guarantee on overdraft facility with Lloyds for Tiso Group Limited of £6 million (2025: £6 million). - Cross-guarantee on a $700 million Term Loan between the Company, JD Sports Fashion Europe Holdings Limited, Genesis Holdings Inc, Hibbett Retail Inc, The Finish Line Inc, The Finish Line USA Inc, Shoe Palace Corporation, DTLR Inc, Sprinter Megacentros del Deporte SL, JD Spain Sports Fashion 2010 SL, JD Sports Fashion Australia PTY Ltd, JD Sports Fashion SRL and John David Sports Fashion (Ireland) Limited. - Cross-guarantee on a £1 billion syndicated RCF between the Company, JD Sports Fashion Europe Holdings Limited, Genesis Holdings Inc, Hibbett Retail Inc, The Finish Line Inc, The Finish Line USA Inc, Shoe Palace Corporation, DTLR Inc, Sprinter Megacentros del Deporte SL, JD Spain Sports Fashion 2010 SL, JD Sports Fashion Australia PTY Ltd, JD Sports Fashion SRL and John David Sports Fashion (Ireland) Limited. The fair value of these financial guarantee and cross-guarantee contracts at initial recognition was immaterial. Management continues to assess the exposure under these guarantees based on the credit risk of the entity that has the borrowing that was guaranteed, and are satisfied that any potential liability arising remains immaterial as at the reporting date. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Notes to the Company Financial Statements continued ## C21. Ultimate Parent Company and Ultimate Controlling Party The immediate parent undertaking is Pentland Group Limited, a company registered in England and Wales. Pentland Group Holdings Limited, incorporated and registered in Jersey, is the ultimate parent undertaking of the Company. The Rubin family are considered the ultimate controlling party by virtue of their control of Pentland Group Holdings Limited and Pentland Industries International Designated Activity Company (a company registered in Ireland). Consolidated Financial Statements will be prepared by Pentland Group Holdings Limited, which is the parent undertaking of the smallest and largest group of undertakings to consolidate these financial statements for the 52 week period ended 31 January 2026. The consolidated financial statements of Pentland Group Holdings Limited can be obtained from the company's registered office at 26 New Street, St Helier, Jersey, JE2 3RA. The Consolidated Financial Statements of JD Sports Fashion Plc are available to the public and may be obtained from The Company Secretary, JD Sports Fashion Plc, Hollinsbrook Way, Pilsworth, Bury, BL9 8RR or online at www.jdplc.com. ## C22. Provisions A provision is recognised in the Consolidated Statement of Financial Position when the Company has a present legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the obligation can be estimated reliably. ### Property Provisions Within property provisions, management has provided for expected dilapidations on stores and warehouses. This provision covers expected dilapidation costs for any lease considered onerous, any related to stores recently closed, stores which are planned to close or are at risk of closure and those under contract but not currently in use. Management maintains all properties to a high standard and carries out repairs whenever necessary during the Company's tenure. Therefore, if there is no risk of closure any provision would be minimal. The unwind of the provision will be dependent on management's decision about when a premises may be vacated; this would typically be over a five to seven year period. ### Other Provisions Other Provisions is made up of various other trade provisions and legal costs. The provisions are estimated based on accumulated experience, supplier communication and management approved forecasts. These provisions would be expected to unwind within one year. ### Restructuring Provisions Restructuring provisions comprise provisions for costs directly attributable to the Company's restructuring programmes. The provision in the current period relates to costs associated with the Company's exit from its JD Israel joint venture. Provisions are recognised where the Company has a detailed formal plan and has created a constructive obligation at the balance sheet date. The costs provided for include those necessarily incurred to implement the restructuring or exit activities and exclude future operating losses. The provisions are estimated based on management approved plans and forecasts. The timing of utilisation depends on the implementation of the relevant programmes and is typically expected to be within one year. | | Property provisions £m | Other provisions £m | Restructuring provisions £m | Total £m | | --- | --- | --- | --- | --- | | Balance at 1 February 2025 | 10 | 4 | - | 14 | | Provisions recognised during the period | 10 | 13 | 4 | 27 | | Provisions utilised during the period | (2) | (6) | - | (8) | | Balance at 31 January 2026 | 18 | 11 | 4 | 33 | Provisions have been analysed between current and non-current as follows: | | As at 31 January 2026 £m | As at 1 February 2025 £m | | --- | --- | --- | | Current | 15 | 4 | | Non-current | 18 | 10 | | | 33 | 14 | ## C23. Post Balance Sheet Events Please refer to Note 39 to the Group financial statements for disclosure of the post Balance Sheet events impacting JD Sports Fashion Plc. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Alternative Performance Measures The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by UK-adopted International Accounting Standards. These Alternative Performance Measures ('APMs') may not be directly comparable with other companies' APMs and the Directors do not intend these to be a substitute for, or superior to, IFRS measures. The Directors believe that these APMs assist in providing additional useful information on the trading performance of the Group and enhance the comparability of information between reporting periods, notably by excluding adjusting items. APMs have been updated in FY26 following a comprehensive review and refresh of the Group's Key Performance Indicators ('KPIs') (Pages 32 to 33) during the year, particularly in relation to non-financial measures. The updated KPIs are intended to better reflect how the business is managed and how performance is assessed against the Group's strategic priorities. As a result, certain APM definitions and adjustments have been revised to ensure alignment with the updated KPI framework. Prior period comparatives have been disclosed, where appropriate, to maintain consistency and comparability. # Profit Before Tax and Adjusting Items Profit before tax and adjusting items highlights our profitability excluding adjusting items but after our net finance expense which includes both debt and lease financing costs. # Adjusted Basic Earnings Per Share The calculation of basic earnings per share is detailed in Note 10 to the financial statements. Adjusted basic earnings per ordinary share has been based on the profit for the period attributable to equity holders of the parent for each financial period but excluding the post-tax effect of adjusting items. A reconciliation between basic earnings per share and adjusted basic earnings per share is shown below: | | 2026 | 2025 | | --- | --- | --- | | Basic earnings per share per Note 10 | 8.63p | 9.50p | | Adjusting items | 3.95p | 3.76p | | Tax relating to adjusting items | (0.87)p | (0.87)p | | Adjusted basic earnings per ordinary share | 11.71p | 12.39p | # Adjusting Items The Group exercises judgement in assessing whether items should be classified as adjusting items. The separate reporting of items, which are presented as adjusting items within the relevant category in the Consolidated Income Statement, helps provide an indication of the Group's trading performance in the normal course of business. An explanation as to why individual items have been classified as adjusting is given in Note 4 to the Consolidated Financial Statements. Furthermore, APMs excluding adjusting items are intended to enhance the comparability of information between reporting periods and to help to provide an indication of the Group's trading performance. # Capital Expenditure Capital Expenditure is the measure of total cash invested each period to maintain or build new retail fascias, logistics infrastructure, or technology assets. This investment is in the ongoing business and is invested to deliver growth in organic sales or improvements in gross profit or operating profit. This APM is therefore useful to understand the investment the Company is making in its ongoing assets for which a return on investment is expected in the future. This measure excludes other items within net cash used in investing activities in the cash flow statement as these are not related to investments in the ongoing business, but to acquisitions, investments or disposals of subsidiaries or joint ventures, proceeds of sale of non-current assets or interest received. The table below details the cash flow expenditure on capital investment as detailed in the Consolidated Statement of Cash Flows. | | 2026£m | 2025£m | | --- | --- | --- | | Acquisition of intangibles (software development) | 34 | 28 | | Acquisition of property, plant and equipment | 367 | 487 | | Total capital expenditure | 401 | 515 | An alternative presentation of this is as follows: | | 2026£m | 2025£m | | --- | --- | --- | | Stores & gyms | 331 | 346 | | Supply chain infrastructure | 44 | 110 | | Technology and other | 26 | 59 | | Total capital expenditure | 401 | 515 | # Effective Tax Rate Before Adjusting Items Being the adjusted tax charge as a percentage of the adjusted profit before tax as outlined in the Consolidated Income Statement. | | 2026£m | 2025£m | | --- | --- | --- | | Income tax expense before adjusting items | 211 | 222 | | Profit before tax and adjusting items | 852 | 923 | | Effective tax rate before adjusting items | 24.8% | 24.1% | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 223 # Alternative Performance Measures continued ## Income Tax Expense Before Adjusting Items Income tax expense before the impact of adjusting items as shown in the Consolidated Income Statement and used in the Adjusted Effective Rate of Taxation measure shown above. | | 2026 £m | 2025 £m | | --- | --- | --- | | Income tax expense | 161 | 175 | | Effect of adjusting items on income tax | 50 | 47 | | Income tax expense before adjusting items | 211 | 222 | ## Operating Cash Flow Net of Lease Repayments Operating cashflow net of lease repayments is the movement in cash and cash equivalents period on period excluding the impact of working capital, capital expenditure, income taxes, acquisition of subsidiaries or non-controlling interests, cash proceeds from disposals, purchase of equity investments, dividends paid to equity shareholders and non-controlling interests. ## Free Cash Flow Free cash flow represents the period-on-period movement in cash and cash equivalents generated from the Group's underlying operations. It excludes cash flows relating to adjusting items, acquisitions or disposals, share buybacks, equity investments, dividends paid to shareholders and non-controlling interests, and the drawdown or repayment of interest-bearing loans and borrowings. This performance measure provides insight into the cash generated from the Group's underlying operations, including capital expenditure reinvested in the business. It excludes cash flows associated with capital allocation and financing decisions (dividends, share buybacks, disposals, acquisitions and debt principal movements) and cash flows related to operating adjusting items, as these are not considered to reflect the underlying performance of the business. This has been re-named from the prior year presentation 'Net cash flow before dividends, financing, acquisitions and disposals'. | | 52 weeks to 31 January 2026 £m | Restated(1) 52 weeks to 1 February 2025 £m | | --- | --- | --- | | Profit before tax | 629 | 715 | | Add back impairments of tangible, intangible assets and investments | 130 | 125 | | Add back other non-cash adjusting items | 62 | 109 | | Add back cash adjusting items | 4 | - | | Add back non-lease net finance expense | 9 | - | | Less profit on disposal of associates | - | (75) | | Depreciation and amortisation of non-current assets | 966 | 786 | | Repayment of principal portion of lease liabilities | (508) | (420) | | Other(1) | 17 | 27 | | Operating cash flow net of lease repayments | 1,309 | 1,267 | | Change in working capital | (248) | (137) | | Capital expenditure | (401) | (515) | | Acquisition of non-current assets(1) | (12) | (19) | | Income taxes paid | (165) | (243) | | Non-lease net interest paid(1) | (21) | (14) | | Free cash flow(1) | 462 | 339 | | Cash outflow on adjusting items | (4) | - | | Repayment of interest-bearing loans and borrowings | (463) | (501) | | Drawdown of interest-bearing loans and borrowings | 407 | 865 | | Payment of arrangement fees on refinancing | (7) | - | | Acquisition of subsidiaries and NCI | - | (1,157) | | Cash consideration of disposals | - | 95 | | Cash received under shareholder arrangements relating to a subsidiary | 11 | - | | Equity dividends paid | (52) | (48) | | Share buyback programme | (201) | - | | Dividends paid to NCI in subsidiaries net of dividend received | - | - | | Change in cash and cash equivalents(2) | 153 | (407) | | Cash and cash equivalents at the start of the period(2) | 695 | 1,102 | | Foreign exchange losses on cash and cash equivalents | (12) | - | | Cash and cash equivalents at the end of the period(2) | 836 | 695 | (1)The Group has updated its cash flow KPI from operating cash flow net of lease repayments to free cash flow - see page 33 for more details. As a result, acquisition of non-current assets and non-lease net interest paid are now presented as separate line items within free cash flow (previously included within 'Other' operating cash flows in FY25). Prior year comparatives have been represented for comparability, however, there is no net impact on free cash flow or the metric under its previous title. (2)Cash and cash equivalents equates to the cash and cash equivalents presented in the Consolidated Statement of Cash Flows, as reconciled in Note 34 of the Consolidated Financial Statements. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Alternative Performance Measures continued ## Net Cash Before Lease Liabilities Net cash before lease liabilities consists of cash and cash equivalents together with other borrowings from bank loans and overdrafts but before lease liabilities. Net cash before lease liabilities is a measure of the Group's net indebtedness that provides an indicator of the overall strength of the Consolidated Statement of Financial Position. It is also a single measure that can be used to assess the combined effect of the Group's cash position and its indebtedness. Net cash before lease liabilities is considered to be an APM as it is not defined in IFRS. The most directly comparable IFRS measure is the aggregate of borrowings and lease liabilities (current and non-current) and cash and cash equivalents. A reconciliation of these measures with net cash can be found in Note 34 to the Consolidated Financial Statements. | | 2026 £m | 2025 £m | | --- | --- | --- | | Net debt | (2,827) | (3,007) | | Lease liabilities | 3,138 | 3,059 | | Net cash before lease liabilities | 311 | 52 | ## Net Finance Expense Before Adjusting Items Net finance expense before adjusting items consists of the net of finance income and finance expense before adjusting items included within finance income and expense. Net finance expenses is a measure of the Group's net finance expense before the impact of any movement in valuation of put and call options, and impairment loss on financial assets. | | 52 weeks 2026 £m | 52 weeks 2025 £m | | --- | --- | --- | | Net finance expenses | (158) | (188) | | Adjusting items (in finance expenses) | (25) | 62 | | Net finance expense before adjusting items | (183) | (126) | The table below shows a reconciliation of statutory operating profit for the 52-week period ended 31 January 2026 to the alternative performance measure, operating profit before adjusting items after lease interest for the same 52-week period ended 31 January 2026. | | Operating profit before adjusting items after lease interest | IFRS 16 lease interest | Adjusting items | Operating profit for the period | | --- | --- | --- | --- | --- | | | 52 weeks 2026 £m | 52 weeks 2026 £m | 52 weeks 2026 £m | 52 weeks 2026 £m | | JD Group Total | | | | | | JD | | | | | | JD UK Total | 274 | 22 | (13) | 283 | | JD & Finish Line NAM | 142 | 30 | (50) | 122 | | JD Asia Pacific | 58 | 10 | - | 68 | | JD Europe | 88 | 40 | (78) | 50 | | JD Total | 562 | 102 | (141) | 523 | | Complementary Athleisure | | | | | | Community | 211 | 21 | (64) | 168 | | Complementary | 32 | 12 | (26) | 18 | | Complementary Athleisure Total | 243 | 33 | (90) | 186 | | Sporting Goods & Outdoor | | | | | | Outdoor | (3) | 4 | (8) | (7) | | Sporting Goods | 84 | 10 | (9) | 85 | | Sporting Goods & Outdoor Total | 81 | 14 | (17) | 78 | | TOTAL GROUP | 886 | 149 | (248) | 787 | The table below shows a reconciliation of statutory operating profit for the 52-week period ended 1 February 2025 to the alternative performance measure, operating profit before adjusting items after lease interest for 52-week period ended 1 February 2025. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 Alternative Performance Measures continued | | Operating profit before adjusting items after interest on lease liabilities | IFRS 16 lease interest | Adjusting items | Operating profit for the period | | --- | --- | --- | --- | --- | | | 52 weeks 2025 £m | 52 weeks 2025 £m | 52 weeks 2025 £m | 52 weeks 2025 £m | | JD Group Total | | | | | | JD | | | | | | JD UK Total | 291 | 19 | (12) | 298 | | JD & Finish Line NAM | 232 | 24 | (7) | 249 | | JD Asia Pacific | 62 | 8 | - | 70 | | JD Europe | 80 | 30 | (29) | 81 | | JD Total | 665 | 81 | (48) | 698 | | Complementary Athleisure | | | | | | Community | 186 | 15 | (65) | 136 | | Complementary | 7 | 4 | (22) | (11) | | Complementary Athleisure Total | 193 | 19 | (87) | 125 | | Sporting Goods & Outdoor | | | | | | Outdoor | 6 | 3 | (3) | 6 | | Sporting Goods | 73 | 9 | (8) | 74 | | Sporting Goods & Outdoor Total | 79 | 12 | (11) | 80 | | TOTAL GROUP | 937 | 112 | (146) | 903 | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Alternative Performance Measures continued ## Sales Growth Reconciliation The table below shows a reconciliation of Organic Sales Growth for each reporting and operating segment for the unaudited 52-week period ended 1 February 2025 and reconciled to the 52-week period ended 31 January 2026. The analysis is split over two tables. | | Revenue 2025 | Impact of retranslating at 2026 rates | FY25 Revenue at FY26 rates | Impact of 2025 M&A activity | Revenue rebased 2025 | Acquisitions 2026 | Organic sales growth 2026 | Revenue 2026 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | £m | £m | £m | £m | £m | £m | £m | £m | | JD UK | 2,662 | - | 2,662 | (11) | 2,652 | - | (45) | 2,607 | | JD Europe | 2,199 | 45 | 2,244 | - | 2,244 | - | 164 | 2,408 | | JD North America | 2,436 | (99) | 2,337 | - | 2,337 | - | 67 | 2,403 | | JD Asia Pacific | 501 | (15) | 486 | - | 486 | - | 41 | 527 | | Total JD | 7,798 | (69) | 7,729 | (11) | 7,719 | - | 226 | 7,945 | | Community | 1,806 | (77) | 1,729 | - | 1,729 | 583 | 65 | 2,376 | | Complementary | 359 | 10 | 369 | (7) | 362 | 522 | (52) | 832 | | Complementary Athleisure | 2,165 | (67) | 2,098 | (7) | 2,091 | 1,105 | 13 | 3,208 | | Sporting Goods | 952 | 18 | 970 | (1) | 969 | - | 37 | 1,006 | | Outdoor | 543 | - | 543 | (6) | 537 | - | (35) | 503 | | Sporting Goods & Outdoor | 1,495 | 18 | 1,513 | (7) | 1,506 | - | 2 | 1,509 | | TOTAL GROUP | 11,458 | (118) | 11,340 | (24) | 11,316 | 1,105 | 242 | 12,662 | | | 2026 | LFL 2026 | Non LFL 2026 | LFL | Non-LFL | Organic sales growth | | --- | --- | --- | --- | --- | --- | --- | | | £m | £m | £m | % | % | % | | JD UK | 2,607 | (92) | 47 | (3.5%) | 1.8% | (1.7%) | | JD Europe | 2,408 | (58) | 222 | (2.6%) | 9.9% | 7.3% | | JD North America | 2,403 | (67) | 134 | (2.9%) | 5.7% | 2.9% | | JD Asia Pacific | 527 | 2 | 40 | 0.4% | 8.1% | 8.5% | | Total JD | 7,945 | (215) | 442 | (2.8%) | 5.7% | 2.9% | | Community | 2,376 | (5) | 70 | (0.3%) | 4.0% | 3.7% | | Complementary | 832 | (17) | (35) | (4.6%) | (9.7%) | (14.3%) | | Complementary Athleisure | 3,208 | (22) | 35 | (1.0%) | 1.7% | 0.6% | | Sporting Goods | 1,006 | 32 | 5 | 3.3% | 0.5% | 3.8% | | Outdoor | 503 | (31) | (3) | (5.8%) | (0.6%) | (6.4%) | | Sporting Goods & Outdoor | 1,509 | 1 | 2 | —% | 0.1% | 0.2% | | TOTAL GROUP | 12,662 | (237) | 478 | (2.1%) | 4.2% | 2.1% | ## Sales Growth One of the key measures of performance is the growth in sales between reporting periods excluding the impact of currency. The figures below are extracted from the Organic Sales Growth table. | | Sales Growth £m | | --- | --- | | Revenue 52 weeks 2025 | 11,458 | | Impact of retranslating at 2026 currency rate | (118) | | | 11,340 | | Revenue 52 weeks 2026 | 12,662 | | Sales Growth | 11.7% | --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 # Alternative Performance Measures continued The table below shows the reconciliation between cost of sales before adjusting items, and cost of sales. | | S2 weeks 2026 £m | Restated(1) S2 weeks 2025 £m | | --- | --- | --- | | Cost of sales before adjusting items | (6,711) | (6,077) | | Adjusting items within Cost of sales | - | (9) | | Cost of sales | (6,711) | (6,086) | (1) Please refer to Note 41 for further details of the restatements. The table below shows the reconciliation between operating costs before adjusting items and operating costs. | | S2 weeks 2026 £m | Restated(1) S2 weeks 2025 £m | | --- | --- | --- | | Selling and distribution expenses | (4,388) | (3,842) | | Administrative expenses before adjusting items | (560) | (520) | | Share of profit of equity-accounted investees | - | 5 | | Other operating income | 32 | 25 | | Operating costs before adjusting items | (4,916) | (4,332) | | Adjusting items within administrative expenses | (248) | (137) | | Operating costs | (5,164) | (4,469) | (1) Please refer to Note 41 for further details of the restatements. # Gross Margin Excluding the Impact of Acquisitions Gross margin excluding the impact of acquisitions is an alternative performance measure used by management to assess the underlying profitability of the Group's operations by removing the effect of acquisitions completed during the reporting period. This measure facilitates comparison with prior periods and better reflects organic performance. # Operating Margin Before Adjusting Items After Interest on Lease Liabilities In FY25 we updated our APM metric on operating profit to include interest on lease liabilities so that both the depreciation and interest costs of our leases under IFRS 16 are included in this APM. This gives a more accurate view of our operating performance (in line with how operating profit would have traditionally been reported and understood with the full cost of servicing a property portfolio included in operating performance). # Operating Profit Before Adjusting Items after Interest on Lease Liabilities A reconciliation is presented on page 224 between operating profit and operating profit before adjusting items after interest on lease liabilities by segment and sub-segment. # International Sales as a % of Total Sales One of the key performance indicators for revenue generated from customers outside the Group's home market in the UK, as a proportion of total Group revenue for the period. Sales are allocated to international markets based on the location of the business the product has been despatched from. A growing proportion of international sales aligns with a global strategy of growth in key markets of NAM and Europe, as well as development of APAC including leveraging franchises in this region. This APM is new in FY26 to align with the updated KPI. # Online Sales Penetration % A KPI to measure progress in delivering our integrated omni-channel model is Online sales penetration, being revenue that originated through the Group's online channels, expressed as a percentage of total Group revenue for the period. Online sales include transactions completed via the Group's websites, mobile applications and other digital platforms, including 'ship-from-store' and 'click & collect' sales. This APM is new in FY26 to align with the updated key performance indicator. --- Strategic Report Governance Report Financial Statements Group Information JD Sports Fashion Plc Annual Report & Accounts 2026 228 # Alternative Performance Measures continued ## Organic Sales Growth Organic Sales Growth is a key measure of performance and represents the change in sales between reporting periods excluding the impact of foreign exchange movements, acquisitions and disposals. Organic Sales Growth is calculated at constant currency, using the average exchange rates of the current period applied to both current and prior period sales. Sales from businesses disposed of in the prior period or the current period, and sales from businesses classified as held-for-sale at the end of the current period are removed from prior period sales to provide a suitable base for comparison. Organic Sales Growth for the current period then excludes sales from acquisitions during the first 12 months following acquisition, and sales from businesses disposed of during the current period or classified as held-for-sale at the end of the current period. This isolates Organic Sales Growth to the percentage change in the year-on-year sales growth from existing stores. Organic Sales Growth is split into Like-For-Like ("LFL") sales from existing stores compared year on year, and sales from net new space and store conversions which are not LFL period on period ("non-LFL"). ## Like-For-Like Sales Growth Like-For-Like sales growth represents the year-on-year change in sales from stores that have traded for the full duration of both the current and prior reporting periods, excluding the impact of store openings, closures, relocations, and conversions. LFL sales therefore reflect underlying sales performance from the same store estate on a consistent basis. ## Sales Growth From Net New Space Non-LFL sales growth represents sales generated from new store openings, store conversions, including moving stores between reporting segments, and other changes to the store estate that do not qualify as Like-For-Like between reporting periods. Non-LFL sales capture the sales impact of net new space and changes to the Group's store footprint in total and per segment. Foreign Exchange Rates | | Period Closing rates | | Average rates | | | --- | --- | --- | --- | --- | | | 52 weeks to 31 January 2026 | 52 weeks to 1 February 2025 | 52 weeks to 31 January 2026 | 52 weeks to 1 February 2025 | | USD | 1.37 | 1.24 | 1.33 | 1.28 | | EUR | 1.15 | 1.20 | 1.16 | 1.18 | --- Financial Calendar Annual General Meeting 21 July 2026 Period End (52 weeks) 30 January 2027 # Shareholder Information ## Registered office JD Sports Fashion Plc Hollinsbrook Way Pilsworth Bury Lancashire BL9 8RR ## Financial advisors and stockbrokers Bank of America Securities 2 King Edward Street London EC1A 1HQ Peel Hunt LLP 7th Floor 100 Liverpool Street London EC2M 2AT ## Principal bankers Barclays Bank Plc 43 High Street Sutton Surrey SM1 1DR ## Solicitors Addleshaw Goddard LLP 1 St. Peter's Square Manchester M2 3DE Freshfields Bruckhaus Deringer LLP 100 Bishopsgate London EC2P 2SR ## Company number Registered in England and Wales, Number 1888425 ## Financial public relations Headland Consultancy One New Change London EC4M 9AF ## Registrars Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA ## Auditor Deloitte LLP 100 Embankment Cathedral Approach Manchester M3 7FB © JD SPORTS FASHION PLC 2026 luminous Consultancy, design and production www.luminous.co.uk --- ANNUAL REPORT & ACCOUNTS 2026 # JD Group