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( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30 , 2021 OR For the transition period from New York ( State or other jurisdiction of Commission File No. 1-10299 FOOT LOCKER , INC . ( Exact name of registrant as specified in its charter ) incorporation or organization ) 330 West 34th Street , New York , New York ( Address of principal executive offices ) Large accelerated filer Emerging growth company Title of each class Common Stock , par value $ 0.01 Preferred Stock Purchase Rights PART I to Trading Symbol ( s ) FL Registrant's telephone number , including area code : ( 212 ) 720-3700 Securities registered pursuant to Section 12 ( b ) of the Act : ( I.R.S. Employer Identification No. ) 13-3513936 No Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Name of each exchange on which registered New York Stock Exchange New York Stock Exchange Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No 10001 ( Zip Code ) Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer Non - accelerated filer If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No Smaller reporting company The number of shares of the registrant's Common Stock , par value $ 0.01 per share , outstanding as of March 22 , 2021 : The aggregate market value of voting stock held by non - affiliates of the registrant computed by reference to the closing price as of the last business day of the Registrant's most recently completed second fiscal quarter , July 31 , 2020 was approximately : TABLE OF CONTENTS FOOT LOCKER , INC . the registrant For purposes of this calculation only ( a ) all non - employee directors plus six executive officers and owners of five percent or more are deemed to be affiliates of the registrant and ( b ) shares deemed to be " held " by such persons include only outstanding shares of the registrant's voting stock with respect to which such persons had , on such date , voting or investment power . DOCUMENTS INCORPORATED BY REFERENCE 103,278,201 Portions of the registrant's definitive Proxy Statement ( the " Proxy Statement " ) to be filed in connection with the Annual Meeting of Shareholders to be held on May 19 , 2021 : Parts III and IV . $ 1,727,775,209 *