Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the repurchases and cancellations of our common stock during the first quarter of 2022:
Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Share Purchased as Part of Publicly Announced Plans or Programs (b) Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b)
January 30, 2022 to February 26, 2022 — $ — — $ —
February 27, 2022 to April 2, 2022 576,000 $ 39.46 576,000 $ 165,932,445
April 3, 2022 to April 30, 2022 1,696,349 $ 38.77 1,696,349 $ 100,192,722
Total 2,272,349 $ 38.95 2,272,349 $ 100,192,722
(a) The total number of shares purchased excludes shares which were net-settled, and therefore not issued, to cover employee tax withholding related to the vesting of certain restricted stock awards.
(b) On September 2, 2021, our Board of Directors authorized a share repurchase program (the "2021 Share Repurchase Program") under which the Company may purchase up to $500 million of its outstanding shares during the three-year period ending September 2, 2024. As of April 30, 2022, approximately $100.2 million remained available for share repurchases pursuant to our 2021 Share Repurchase Program (see Note 13 to the accompanying financial statements).
The 2021 Share Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the program may be suspended, extended, modified or discontinued at any time.
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ITEM 6. EXHIBITS
Exhibit Number Description of Exhibit
3.1
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 6, 2020).
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 6, 2020).
10.1*
Form of CEO Performance-Based Restricted Stock Unit Agreement
10.2*
Form of CEO Time-Based Option Agreement
10.3*
Form of Executive Performance-Based Restricted Stock Unit Agreement
10.4*
Form of Executive Time-Based Restricted Stock Unit Agreement
10.5*
Form of Executive Time-Based Option Agreement
31.1*
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Calculation Linkbase Document
101.DEF XBRL Taxonomy Definition Linkbase Document
101.LAB XBRL Taxonomy Label Linkbase Document
101.PRE XBRL Taxonomy Presentation Linkbase Document
* Filed herewith
** Furnished herewith
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on June 7, 2022 on its behalf by the undersigned, thereto duly authorized.
ACADEMY SPORTS AND OUTDOORS, INC.
By: /s/ KEN C. HICKS
Ken C. Hicks
Chairman, President and Chief Executive Officer
(principal executive officer)
By: /s/ MICHAEL P. MULLICAN
Michael P. Mullican
Executive Vice President and Chief Financial Officer
(principal financial officer)
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