What changed in this filing

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Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-20 · 262 added, 286 removed, 913 unchanged (38% of the section changed)

21 unchanged sentences

Changes in Internal Control over Financial Reporting

Other than as described above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the Company's most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the Company's most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of Academy Sports and Outdoors, Inc.

and subsidiaries (the “Company”) as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 1, 2025, of the Company and our report dated March 20, 2025, expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2026, of the Company and our report dated March 17, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Trading Plans

During the quarter ended February 1, 2025, no director or officer (as defined by Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

During the quarter ended January 31, 2026, no director or officer (as defined by Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Further information required by this item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, or the Company, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

We have an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, or the Company, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is incorporated by reference to Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table gives information about the Company's common stock that may be issued upon the exercise of options, warrants and rights under all of the Company's equity compensation plans as of February 1, 2025.

The table includes the 2011 Unit Incentive Plan, the 2020 Omnibus Incentive Plan and the 2020 Employee Stock Purchase Plan.

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Total 3,605,272 $ 27.62 (2)

(1) Of the plans listed above, only 2020 Omnibus Incentive Plan and the 2020 Employee Stock Purchase Plan allow for future grants of securities.

(1) Of the plans listed above, only the 2020 Omnibus Incentive Plan and the 2020 Employee Stock Purchase Plan allow for future grants of securities.

The maximum number of shares that may be granted under the 2020 Omnibus Incentive Plan (inclusive of unissued shares that were carried over from the 2011 Unit Incentive Plan) is approximately 4,563,991.

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(1) Financial Statements.

The consolidated Financial Statements required to be filed hereunder are listed in the Index to Consolidated Financial Statement s on page 68 of this Annual Report on Form 10-K.

The consolidated Financial Statements required to be filed hereunder are listed in the Index to Consolidated Financial Statements on page 65 of this Annual Report on Form 10-K.

(2) Financial Statement Schedule.

The consolidated financial statements schedule to be filed hereunder is included on page 108 o f this Annual Report on Form 10-K.

The consolidated financial statements schedule to be filed hereunder is included on page 103 of this Annual Report on Form 10-K.

Other schedules have not been included because they are not applicable or because the information is included elsewhere in this report.

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Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024 71

Consolidated Statements of Income for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 72

Consolidated Statements of Stockholders' Equity for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 73

Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023 74

Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025 68

Consolidated Statements of Income for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 69

Consolidated Statements of Stockholders' Equity for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 70

Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 71

Notes to the Consolidated Financial Statements 72

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We have audited the accompanying consolidated balance sheets of Academy Sports and Outdoors, Inc.

and subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, the related consolidated statements of income, stockholders' equity, and cash flows, for each of the three years in the period ended February 1, 2025, and the related notes and schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 20, 2025 expressed an unqualified opinion on the Company’s internal control over financial reporting.

and subsidiaries (the "Company") as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, stockholders' equity, and cash flows, for each of the three years in the period ended January 31, 2026, and the related notes and schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2026 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Gain Contingency - Refer to Note 12 to the financial statements

Merchandise Inventories - Refer to Note 2 to the financial statements

Critical Audit Matter Description

As described in Note 12 of the financial statements, in January 2025, the Company settled a legal matter pertaining to a third-party vendor where the Company is the plaintiff.

In connection with this settlement, the Company recognized a net gain of approximately $15.0 million in Other (income), net on the consolidated statements of income, when the gain became realizable.

Auditing management's accounting for, and disclosure of a contingency is complex and highly judgmental as it involved our assessment of the significant judgments made by management when determining whether an estimate of the amount of contingency could be made, and assessing whether a gain contingency was realized or realizable.

As described in Note 2 to the consolidated financial statements, the Company accounts for merchandise inventory at the lower of weighted average cost and net realizable value.

Merchandise inventories include the direct cost of merchandise and capitalized costs related to procurement, warehousing and distribution.

These costs include tariffs, payroll and benefits, distribution center occupancy costs, depreciation and freight.

The total cost of merchandise inventories are recorded as a component of cost of goods sold at the time revenue is recognized.

We identified the calculation of the capitalized costs of procurement, warehouse and distribution cost as well as the direct costs of tariffs and freight included in merchandise inventory purchased by the Company as a critical audit matter.

The Company calculates capitalized costs for procurement, warehouse and distribution costs based upon an estimate of inventoriable costs based upon the cost required to bring merchandise inventory to its present location and condition.

The estimates in calculating the amount of procurement, warehousing and distribution costs to capitalize to inventory lead to the inherent subjectivity in management's judgment in estimating the total inventoriable costs, and high degree of auditor judgment and an increased extent of effort to test the Company's cost capitalization.

The Company determines direct costs of tariffs and freight based upon actual amounts incurred.

The merchandise inventory computations for tariffs and freight utilize critical inputs dependent on multiple information systems that capture and process high volume transactions.

As a result of the number of inputs used to capture the high volume of transactions processed by the Company, auditing inventory requires extensive audit effort including significant involvement of more experienced audit team members.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s judgment included the following, among others:

• We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s identification, monitoring and evaluation of contingencies.

• We read documents provided to the Company by outside legal counsel, read letters received directly by us from internal and outside legal counsel, and evaluated the current status of the contingency based on discussions with internal and outside legal counsel.

• We inspected minutes of the meetings of the Board of Directors and committees of the Board of Directors to search for any contradictory evidence, which may indicate that the accounting and disclosures for the contingency might not be appropriate.

• We made inquiries of management, including the Company’s internal legal counsel and Chief legal officer, regarding the status of the contingency and whether any settlement discussions had been held.

• We tested the amount of gain contingency realizable as of year end, including vouching the amount received and consideration of any contrary evidence for events subsequent to year end.

• With the assistance of professionals in our firm having experience in accounting for contingencies, we evaluated the reasonableness of the judgments and accounting guidance used by the Company to record the gain contingency that was realizable as of year end.

• We tested internal controls in place over capitalizing inventoriable costs of procurement, warehousing and distribution costs and management's process to evaluate the assumptions used in the process.

• We tested internal controls within the relevant business processes pertaining to tariffs and freight, including those in place to reconcile the various systems utilized to the Company’s general ledger.

• We evaluated the appropriateness and consistency of management’s methodology used in determining inventoriable costs and non-inventoriable costs in line with applicable accounting for inventory guidance and the basis for allocations.

• We selected samples from the capitalized inventoriable cost pools to vouch to source documents for accuracy.

• We evaluated the appropriateness of the amounts capitalized through our substantive analytical procedures by developing our independent expectation of the recorded amounts and comparing that with the actual balance.

• For a sample of inventory purchase transactions, we performed detail testing by agreeing the amounts of tariff and freight costs recognized to source documents and tested the mathematical accuracy of the recorded capitalized amounts.

• We evaluated the appropriateness of the costs capitalized for tariffs and freight through our substantive analytical procedures by developing our independent expectation of the recorded amounts and comparing that with the actual balance.

/s/ Deloitte & Touche LLP

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(Dollar amounts in thousands, except per share data)

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

CURRENT ASSETS:

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Prepaid expenses and other current assets 82,457 95,621

Assets held for sale 2,957 —

Total current assets 1,954,245 1,710,149

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Common stock, $ 0.01 par value, authorized 300,000,000 shares;

68,332,961 and 74,349,927 issued and outstanding as of February 1, 2025 and February 3, 2024, respectively

64,945,953 and 68,332,961 issued and outstanding as of January 31, 2026 and February 1, 2025, respectively

Additional paid-in capital 256,351 247,094

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

NET SALES $ 6,053,414 $ 5,933,450 $ 6,159,291

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(Amounts in thousands)

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity

Shares Amount Amount Amount Amount Amount

Common Stock Additional Paid-In Capital Retained Earnings Total Stockholders' Equity

Shares Amount Amount Amount Amount

Balances as of January 28, 2023 76,712 $ 767 $ 216,209 $ 1,411,330 $ 1,628,306

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— — — ( 27,218 ) ( 27,218 )

Balances as of January 28, 2023 76,712 $ 767 $ 216,209 $ 1,411,330 $ — $ 1,628,306

Balances as of February 3, 2024 74,350 $ 743 $ 242,098 $ 1,711,809 $ 1,954,650

Net income — — — 418,447 418,447

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Repurchase of common stock for retirement ( 6,544 ) ( 65 ) ( 25,738 ) ( 342,535 ) ( 368,338 )

Settlement of vested Restricted Stock Units 227 2 ( 5,538 ) — — ( 5,536 )

Settlement of vested Restricted Stock Units, net of shares withheld 210 2 ( 5,397 ) — ( 5,395 )

Issuance of common stock under employee stock purchase plan 118 1 5,247 — 5,248

Stock option exercises 939 9 14,192 — — 14,201

Stock option exercises, net of shares withheld 199 2 4,255 — 4,257

Cash dividends declared, $ 0.11 per share

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— — — ( 34,657 ) ( 34,657 )

Balances as of February 1, 2025 68,333 $ 683 $ 247,094 $ 1,756,258 $ — $ 2,004,035

Balances as of January 31, 2026 64,946 649 256,351 1,914,377 2,171,377

See Notes to Consolidated Financial Statements

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(Amounts in thousands)

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

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Amortization of deferred loan and other costs 2,590 2,574 2,739

2,574 2,739 3,054

Deferred income taxes 43,839 2,020 ( 4,247 )

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Dividends paid ( 34,657 ) ( 31,463 ) ( 27,218 )

Other financing activities 10,465 — —

Net cash used in financing activities ( 221,370 ) ( 400,953 ) ( 318,865 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 58,991 ) 10,775 ( 148,853 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 41,391 ( 58,991 ) 10,775

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 288,929 347,920 337,145

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Cash paid for interest $ 35,086 $ 34,897 $ 45,446

Cash paid for income taxes $ 88,401 $ 132,126 $ 168,180

Cash paid for income taxes, net $ 37,821 $ 88,401 $ 132,126

NON-CASH INVESTING AND FINANCING ACTIVITIES:

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is also the borrower and/or issuer of the Company’s long-term debt and the lessee of the Company's facilities.

The Company is a leading full-line sporting goods and outdoor recreational products retailer in the United States in terms of net sales.

As of February 1, 2025, we operated 298 “Academy Sports + Outdoors” retail locations in 19 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee.

The Company is a leading full-line sporting goods and outdoor recreation retailer in the United States in terms of net sales.

As of January 31, 2026, we operated 322 “Academy Sports + Outdoors” retail locations in 21 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee.

Our distribution centers receive, store and ship merchandise to our stores and customers.

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The Company’s fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31 each year.

References herein to 2024 relate to the 52-week fiscal year ended February 1, 2025, and references herein to 2023 and 2022 relate to the 53-week fiscal year ended February 3, 2024 and the 52-week fiscal year ended January 28, 2023, respectively.

References herein to 2025 relate to the 52-week fiscal year ended January 31, 2026, and references herein to 2024 and 2023 relate to the 52-week fiscal year ended February 1, 2025 and the 53-week fiscal year ended February 3, 2024, respectively.

Summary of Significant Accounting Policies

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Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

Our management bases its estimates on historical experience and other assumptions it believes to be reasonable under the circumstances.

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We purchase merchandise inventories from approximately 1,500 vendors.

In each of the years 2024, 2023 and 2022, purchases from our largest vendor represented approximately 11 % of our total inventory purchases.

No other vendor in any of the aforementioned years exceeded 11% of our purchases.

We typically do not enter into long-term inventory purchase commitments, and we did not have any such commitments as of February 1, 2025 or February 3, 2024.

For 2025, 2024 and 2023, no vendor represented more than 12 % of our total purchases.

We typically do not enter into long-term inventory purchase commitments, and we did not have any such commitments as of January 31, 2026 or February 1, 2025.

A significant portion of our inventory purchases are manufactured outside of the United States, primarily in Asia.

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The Company does not have an economic interest in suppliers’ voluntary participation, does not provide any guarantees or pledge assets under these arrangements, and our rights and obligations to our suppliers, including amounts due, are not impacted.

The following table shows our liability associated with these arrangements, which is presented within accounts payable on the Consolidated Balance Sheets, and the related activity for the periods presented (amounts in thousands):

February 1, 2025 February 3, 2024

The following table shows our liability associated with these arrangements, which is presented within A ccounts Payable on the Consolidated Balance Sheets, and the related activity for the periods presented (amounts in thousands):

January 31, 2026 February 1, 2025

Invoices outstanding at the beginning of the year $ 3,751 $ 7,174

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Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization.

Property and equipment are recorded at cost less accumulated depreciation.

Cost includes interest capitalized on borrowings used to finance the construction of stores and other significant capital projects while under construction.

Depreciation and amortization is computed using the straight-line method over the asset’s useful life, which is generally determined by asset category as follows:

Depreciation is computed using the straight-line method over the asset’s useful life, which is generally determined by asset category as follows:

Leasehold improvements

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Repair and maintenance costs are charged to expense as incurred and significant improvements that substantially enhance the useful life or enhance the functionality of an asset are capitalized and amortized.

In the normal course of business, we may purchase or acquire land and stores to be sold to and leased from third party landlords.

Assets that are not yet sold to and leased from third parties are classified as assets held for sale.

As of January 31, 2026, Assets Held for Sale on the Consolidated Balance Sheets were comprised of $ 3.0 million of land that is expected to be sold within one year.

Capitalized Computer Software Costs

We capitalize certain costs incurred in connection with developing or obtaining computer software for internal use.

Capitalized computer software costs are included in property and equipment on the Consolidated Balance Sheets and amortized on a straight-line basis when placed into service over the estimated useful lives of the software.

Capitalized computer software costs are included in Property and Equipment on the Consolidated Balance Sheets.

The amounts capitalized were $ 20.5 million, $ 29.0 million and $ 33.3 million in 2025, 2024 and 2023, respectively.

Implementation costs for cloud-based information systems are capitalized in other non-current assets.

Implementation costs for cloud-based information systems are capitalized in Other Noncurrent Assets.

Amortization of cloud-based software implementation costs is recognized in Selling, General and Administrative Expenses and Cost of Goods Sold, which is amortized over the longer of the contract term or expected benefit.

The amounts capitalized were $ 22.5 million, $ 20.6 million and $ 23.5 million in 2025, 2024 and 2023, respectively.

Capitalized Interest

We capitalized interest primarily related to construction of new stores, store renovations, distribution centers and IT projects in the amount of $ 1.7 million, $ 2.1 million and $ 0.6 million in 2024, 2023 and 2022, respectively.

Interest expense, net on the consolidated statement of income is shown net of capitalized interest.

Impairment of Long-Lived Assets

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We may receive reimbursement from a landlord for some or all of the cost of a construction project, which may be structured as a tenant improvement allowance or a construction allowance.

Cash received from a landlord for tenant improvement allowances in store lease transactions is a reduction to the right-of-use assets on the balance sheet, which is amortized ratably over the remaining terms of the corresponding leases.

Cash received from a landlord for tenant improvement allowances in store lease transactions is a reduction to the Right-of-Use Assets on the Consolidated Balance Sheets, which is amortized ratably over the remaining terms of the corresponding leases.

Cash received for construction allowances is a reimbursement of certain spend incurred in the construction of the premises on behalf of the landlord, where the landlord owns the assets.

In 2024, we entered into a sale-leaseback transaction which qualified for sale accounting under ASC 606.

Further, per ASC 842, a gain was recognized up to the fair value of the asset (see Note 11).

In 2025 and 2024, we entered into multiple sale-leaseback transactions which qualified for sale accounting under ASC 606.

Further, per ASC 842, a gain was recognized up to the fair value of the assets (see Note 11).

We account for each lease and non-lease components for our building leases as a single lease component which allows certain costs such as common area maintenance associated with these leases to be included as rent expense.

We exclude leases with contract terms of 12 months or less from ASC 842 accounting treatment, which results in straight-line recognition of the cost over the lease term with no associated balance sheet lease liability or right-of-use asset.

Per ASC 842, costs associated with leases with contract terms of 12 months or less are recognized on a straight-line basis over the lease term with no associated balance sheet lease liability or right-of-use asset.

We sell merchandise under implicit contracts whereby the transaction price is the listed sales price less any discounts or coupons applied.

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The sales return allowance, which is our provision for anticipated merchandise returns, is provided through a reduction of sales and cost of goods sold on a gross basis in the period that the related sales are recorded.

The sales return allowance and related liability are included in merchandise inventories and in accrued expenses and other liabilities, respectively, in our Consolidated Balance Sheets.

The sales return allowance and related liability are included in Merchandise Inventories and in Accrued Expenses and Other Current Liabilities, respectively, in our Consolidated Balance Sheets.

Merchandise returns are estimated based on historical experience.

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Cost of goods sold includes the direct cost of merchandise and costs related to procurement, warehousing and distribution.

These costs consist primarily of payroll and benefits, occupancy costs, depreciation and freight.

These costs consist primarily of tariffs, payroll and benefits, distribution center occupancy costs, depreciation and freight.

Shipping and Handling Costs

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Selling, general and administrative expenses include store and corporate administrative payroll and payroll benefits, store and corporate headquarters occupancy costs, depreciation, advertising, credit card processing, information technology, pre-opening costs and other store and administrative expenses.

During the fourth quarter of 2024, we closed on a sale-leaseback agreement involving a store property in Cypress, Texas.

We determined that the sale-leaseback transaction qualifies as a sale in accordance with ASC 842 (See Note 11).

In connection with the sale-leaseback transaction, we recognized a net gain of approximately $ 7.1 million in Selling, General, and Administrative expenses on the Consolidated Statements of Income.

Selling, general, and administrative expenses on the Consolidated Statements of Income include gains of approximately $ 15.4 million in 2025 and $ 7.1 million in 2024 related to multiple sale-leaseback transactions which qualified for sale accounting under ASC 606 (see Note 11).

Advertising Expenses

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Number of new stores opened 24 16 14

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Share Repurchases

On November 29, 2023, the Board of Directors authorized a new share repurchase program (the “2023 Share Repurchase Program”) under which the Company may purchase up to $ 600 million of its outstanding shares during the three-year period ending November 29, 2026.

Under the 2023 Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase programs and/or Rule 10b5-1 or other non-discretionary trading plans, all in compliance with the rules of the SEC and other applicable legal requirements.

The timing, manner, price and amount of any common share repurchases under the 2023 Share Repurchase Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price, economic and market conditions.

The 2023 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.

On December 4, 2024, the Company's Board of Directors authorized a new share repurchase program under which the Company is authorized to purchase up to $ 700 million of its outstanding shares during the three-year period ending December 4, 2027 (the “2024 Share Repurchase Program”), and which replaces the 2023 Share Repurchase Program.

On December 4, 2024, the Company's Board of Directors approved a new share repurchase program under which the Company is authorized to purchase up to $ 700 million of its outstanding shares during the three-year period ending December 4, 2027 (the “2024 Share Repurchase Program”), and which replaces the previously approved share repurchase program.

Under the 2024 Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, accelerated share repurchase programs, privately negotiated transactions and/or Rule 10b5-1 or other non-discretionary trading plans, all in compliance with the rules of the SEC and other applicable legal requirements.

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Shares Repurchased

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$ 200.8 $ 368.3 $ 204.2

(1) Includes excise tax fees of $ 3.4 million for the fiscal year ended February 1, 2025.

(1) Includes excise tax fees of $ 1.8 million, $ 3.4 million, and $ 1.4 million in 2025, 2024 and 2023, respectively.

The Company allocates the excess of the repurchase price over the par value of shares acquired to Retained Earnings and Additional Paid-in Capital.

The portion allocated to Additional Paid-in Capital is determined by dividing the number of shares to be retired by the number of shares issued multiplied by the balance of Additional Paid-in Capital as of the retirement date.

As of February 1, 2025, we had $ 635.5 million available for share repurchases pursuant to the 2024 Share Repurchase Program.

As of January 31, 2026, we had $ 436.6 million available for share repurchases pursuant to the 2024 Share Repurchase Program.

The Company is subject to U.S.

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We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

Under this method, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be

realized or settled.

Under this method, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be realized or settled.

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

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Reclassifications

Within the reconciliation table of the statutory U.S.

federal income tax rate to our effective income tax rate presented in Note 10, certain tax effects were allocated among the effect of tax credits and the effect of other permanent items on the effective tax rate during 2023 due to the Company’s purchase of energy credits under the new Inflation Reduction Act related to tax years ending February 3, 2024 and February 1, 2025.

As a result, we have reclassified the effect of other permanent items for fiscal year 2023 for comparability purposes (there was no impact to fiscal year 2022).

This reclassification is in presentation only and did not impact the balances previously disclosed.

During the fourth quarter of 2022, the Company received and recognized approximately $ 7.2 million in business interruption proceeds due to the suspension of normal operations at some of our Texas store locations, as well as our e-commerce platform, for several days in February of 2021 as a result of a winter storm which had a significant impact on the energy infrastructure in the state of Texas.

Additionally, during the fourth quarter of 2022 the Company completed a sale in which we factored rights to pursue a legal matter pertaining to the overpayment of certain tariffs and we received and recognized net proceeds of approximately $ 3.7 million.

The proceeds for both events are included in Other (income), net on the Consolidated Statements of Income.

Within the merchandise division sales table presented in Note 3, certain products and categories were recategorized in the current fiscal year amongst various categories and divisions, respectively, to better align with our current merchandising strategy and view of the business.

As a result, we have reclassified sales between divisions for 2024 and 2023 for comparability purposes.

This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed.

During the fourth quarter of 2023, the Company settled a legal matter with credit card companies pertaining to the overcharge of credit card interchange fees for prior periods dating back to 2004.

In connection with this settlement, we recognized a net gain of approximately $ 15.9 million in Other Income, Net on the Consolidated Statements of Income.

During the fourth quarter of 2024, the Company settled a legal matter with a third-party vendor.

During the fourth quarter of 2024, the Company settled a legal matter with a non-trade vendor.

In connection with this settlement, we recognized a net gain of approximately $ 15.0 million in Other Income, Net on the Consolidated Statements of Income.

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Recent Accounting Pronouncements

Income Tax Regulations

On July 4, 2025, an Act to provide for reconciliation pursuant to title II of H.

14, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law in the United States.

The OBBBA introduces significant changes to U.S.

tax law, including full deductibility of qualified capital expenditures, full deductibility of domestic research and development expenditures, changes to the business interest limitation, and modifications to the international tax framework.

For the fiscal year ending January 31, 2026, the Company recognized a material decrease to the current tax expense and corresponding increase to deferred tax expense that results in no net impact to the effective tax rate.

Accounting Guidance Adopted

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The adoption of this standard did not have a material impact on the Company’s consolidated financial statement disclosures.

Accounting Guidance Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The new guidance is effective for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

The Company adopted ASU 2023-09 retrospectively, effective January 31, 2026 (see Note 10).

The adoption of this standard did not have a material impact on the Company’s consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarifications for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

This pronouncement is intended to refine the scope of derivatives and clarify the scope for share-based noncash consideration from a customer in a revenue contract.

The new guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and should be applied prospectively or on a modified retrospective basis.

The Company has elected early adoption of ASU 2025-07 on a modified retrospective basis, effective November 1, 2025.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Accounting Guidance Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

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The Company is evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which requires removal of all references to prescriptive and sequential software development stages.

The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and should be applied on a prospective transition approach, a modified transition approach, or a retrospective transition approach.

The Company is evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which provides clarification of current interim disclosure requirements.

The new guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and should be applied either prospectively or retrospectively to periods presented.

The Company is evaluating the impact of adopting ASU 2025-11 on its condensed consolidated financial statements.

The following table sets forth the approximate amount of sales (all of which are based in the U.S.) by merchandise divisions for the periods presented (amounts in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Merchandise division sales (1)

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Net sales $ 6,053,414 $ 5,933,450 $ 6,159,291

(1) E-commerce sales consisted of 10.5 %, 10.7 % and 10.7 % of merchandise sales for 2024, 2023 and 2022, respectively.

(2) Other sales consists primarily of the gift card breakage income, credit card bounties and royalties, shipping income, net hunting and fishing license income, sales return allowance and other items.

(1) Certain products and categories were recategorized in the current fiscal year amongst various categories and divisions, respectively, to better align with our current merchandising strategy and view of the business.

As a result, we have reclassified sales between divisions for 2024 and 2023 for comparability purposes.

This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed.

(2) E-commerce sales represented 11.7 %, 10.5 % and 10.7 % of merchandise sales for 2025, 2024 and 2023, respectively.

(3) Other sales consists primarily of gift card breakage income, credit card bounties and royalties, shipping income, sales return allowance and other items.

We sell gift cards in stores, online and in third-party retail locations.

The gift cards we sell have no expiration dates.

A liability for gift cards, which is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheets, is established at the time of sale and revenues are recognized as the gift cards are redeemed in stores or on our website.

A liability for gift cards, which is recorded in Accrued Expenses and Other Current Liabilities on our Consolidated Balance Sheets, is established at the time of sale and revenues are recognized as the gift cards are redeemed in stores or on our website.

Based on historical gift card redemption patterns, we believe we can reasonably estimate the amount of gift cards that have a remote likelihood of redemption.

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Gift card liability, beginning balance $ 96,469 $ 94,155 $ 90,650

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Our debt consisted of the following (amounts in thousands) as of:

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

ABL Facility, due March 2029 $ — $ —

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(1) Deferred loan costs are related to the Term Loan and Notes.

As of February 1, 2025 and February 3, 2024, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $ 6.1 million and $ 2.1 million, respectively, and was included in other noncurrent assets on our Consolidated Balance Sheets.

As of January 31, 2026 and February 1, 2025, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $ 4.6 million and $ 6.1 million, respectively, and was included in Other Noncurrent Assets on our Consolidated Balance Sheets.

Total amortization of deferred loan costs was $ 2.5 million, $ 2.4 million and $ 2.4 million in 2025, 2024 and 2023, respectively.

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The expenses related to amortization of deferred loan costs and accretion of original issuance discount are included in Interest Expense, Net on the Consolidated Statements of Income.

On December 15, 2022 and February 1, 2024, the Company utilized cash on hand to voluntarily prepay $ 100.0 million of outstanding borrowings of the Term Loan, respectively.

We refer to the 2020 ABL Facility and the amendments thereto collectively as the “ABL Facility”.

On November 6, 2020, Academy, Ltd., as borrower, and the Guarantors, as guarantors, amended the previously existing secured asset-based revolving credit facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JPMorgan Chase Bank, N.A.

as the administrative agent and collateral agent, letter of credit issuer and swingline lender (the “ABL Agent”) and the several lenders party thereto, which ABL amendment (the “2020 ABL Facility”), among other things, extended the maturity of Academy, Ltd.’s asset-based revolving credit facility thereunder to November 6, 2025.

In connection with the 2020 ABL Facility, the Company capitalized related professional fees of $ 3.1 million as deferred loan costs.

On March 30, 2023, Academy, Ltd., as borrower, and the guarantors, amended the 2020 ABL Facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JP Morgan Chase Bank, N.A.

as the ABL Agent and the several lenders party thereto, which ABL amendment updated its benchmark base interest rate from LIBOR to Adjusted Term SOFR.

The ABL Facility is used to provide financing for working capital and other general corporate purposes, as well as to support certain letters of credit requirements, and availability is subject to customary borrowing base and availability provisions.

During the normal course of business, we periodically utilize letters of credit primarily in support of insurance contracts and occasionally for the purchase of import goods.

As of January 31, 2026, we had outstanding letters of credit of approximately $ 7.6 million, all of which were issued under the ABL Facility, and we had no borrowings outstanding under the ABL Facility, leaving the available borrowing capacity under the ABL Facility of $ 992.4 million.

Borrowings under the ABL Facility bear interest, at our election, at either of (1) Adjusted Term SOFR plus a margin of 1.25 % to 1.75 %, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50 %, (b) JPMorgan Chase Bank, N.A.'s “prime rate”, or (c) the one-month Adjusted Term SOFR rate plus 1.00 %, plus a margin of 0.25 % to 0.75 %.

The ABL Facility also provides a fee applicable to the unused commitments of 0.375 %.

The terms and conditions of the ABL Facility also require that we prepay outstanding loans under the ABL Facility under certain circumstances.

As of January 31, 2026, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

On March 8, 2024 Academy, Ltd.

(“Academy”), a wholly-owned subsidiary of Academy Sports and Outdoors, Inc., as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C.

and Academy Managing Co., L.L.C., each a direct or indirect, wholly-owned subsidiary of the Company, as guarantors, entered into an amendment (the “ABL Amendment”) to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JPMorgan Chase Bank, N.A.

as the administrative agent and collateral agent, letter of credit issuer and swingline lender, and the several lenders party thereto, which ABL Amendment, among other things, extended the maturity of Academy’s asset-based revolving credit facility (the “ABL Credit Facility”) to March 8, 2029, unless if (i) more than $ 100 million of the aggregate principal amount of the 2027 Senior Notes (as defined in the ABL Amendment) or the Term Loans (as defined in the ABL Amendment), or any refinancing thereof, in each case, is outstanding on the date that is 91 days prior to the earliest maturity date of any such indebtedness or (ii) equal to or less than $ 100 million of the aggregate principal amount of the 2027 Senior Notes or the Term Loans, in either case, is outstanding on the date that is 91 days prior to the earliest maturity date of any such indebtedness and a Reserve (as defined in the ABL Amendment) in the ABL Credit Facility has not been taken for such amount, then the maturity date of the ABL Credit Facility will be the date that is 91 days earlier than the earlier maturity date of the 2027 Senior Notes and the Term Loans.

In connection with the ABL Amendment and the reduction of two lenders who dropped out of the ABL Facility, the Company wrote off $ 0.4 million of deferred loan costs related to the ABL Facility.

We refer to the 2020 Term Loan and then amendments thereto collectively as the “Term Loan”.

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On May 17, 2023, Academy, Ltd.

entered into Amendment No.

4 (the “2021 Amendment”).

Pursuant to the terms of the 2021 Amendment, Academy, Ltd.

(i) reduced the applicable margin on LIBOR borrowings under the Existing Credit Agreement from 5.00 % to 3.75 % and (ii) utilized cash on hand to repay $ 99.0 million of outstanding borrowings under the Existing Credit Agreement, leaving an outstanding principal balance of $ 300.0 million under the Amended Credit Agreement.

In connection with the principal payment in the 2021 Amendment, the Company recognized a non-cash loss on early retirement of debt of $ 2.2 million in 2021 from the write-off of deferred loan costs related to the original issuance discount associated with our 2020 Term Loan.

On December 15, 2022, the Company utilized cash on hand to voluntarily prepay $ 100.0 million of outstanding borrowings under the Term Loan.

In connection with this principal payment, the Company recognized a non-cash loss on early retirement of debt of $ 2.0 million in 2022 from the write-off of deferred loan costs related to the original issuance discount associated with the Term Loan.

On May 17, 2023, Academy, Ltd.

entered into a Conforming Changes Amendment (the “2023 Amendment”) to the Second Amended and Restated Credit Agreement, dated as of November 6, 2020, among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent and the several lenders party thereto and the several other parties named therein, which updated the Term Loan benchmark base interest rate from LIBOR to Adjusted Term SOFR (as defined in the Conforming Changes Amendment to the Second Amended and Restated Credit Agreement).

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“prime rate” announced by the administrative agent, or (c) the one-month Adjusted Term SOFR with a floor of 0.75 % rate, plus a margin of 3.75 %.

As of February 1, 2025, the weighted average interest rate was 8.38 %, with interest payable monthly.

As of January 31, 2026, the weighted average interest rate was 7.72 %, with interest payable monthly.

Quarterly principal payments of $ 750.0 thousand are required through September 30, 2027 and borrowings mature on November 6, 2027.

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The Amended Credit Agreement contains customary events of default such as failure to pay principal or interest, breaches of representations and warranties, violations of affirmative or negative covenants, cross-defaults to other material indebtedness, a bankruptcy or similar proceeding, rendering of certain monetary judgments, invalidity of collateral documents and changes of control.

As of February 1, 2025, no prepayment was due under the terms and conditions of the Term Loan.

On November 6, 2020, as a part of the Refinancing Transactions, Academy, Ltd.

As of January 31, 2026, no prepayment was due under the terms and conditions of the Term Loan.

On November 6, 2020, Academy, Ltd.

issued $ 400.0 million of 6.00 % senior secured notes which are due November 15, 2027 (the “Notes”), pursuant to an indenture, dated as of November 6, 2020 (the “Indenture”), with Academy, Ltd.

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The Indenture provides for events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in respect of the Notes, acceleration of certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the Notes and certain events of bankruptcy or insolvency, which events of default, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately.

We refer to the 2020 ABL Facility and the amendments thereto collectively as the “ABL Facility”.

On November 6, 2020, as a part of the Refinancing Transactions, Academy, Ltd., as borrower, and the Guarantors, as guarantors, amended the previously existing secured asset-based revolving credit facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JPMorgan Chase Bank, N.A.

In connection with the 2020 ABL Facility, the Company capitalized related professional fees of $ 3.1 million as deferred loan costs.

as the ABL Agent and the several lenders party thereto, which ABL amendment updated its benchmark base interest rate from LIBOR to Adjusted Term SOFR.

During the normal course of business, we periodically utilize letters of credit primarily in support of insurance contracts and occasionally for the purchase of import goods.

As of February 1, 2025, we had outstanding letters of credit of approximately $ 9.3 million, all of which were issued under the ABL Facility, and we had no borrowings outstanding under the ABL Facility, leaving the available borrowing capacity under the ABL Facility of $ 955.5 million.

The ABL Facility also provides a fee applicable to the unused commitments of 0.375 %.

The terms and conditions of the ABL Facility also require that we prepay outstanding loans under the ABL Facility under certain circumstances.

As of February 1, 2025, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

On March 8, 2024 Academy, Ltd.

(“Academy”), a wholly-owned subsidiary of Academy Sports and Outdoors, Inc., as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C.

In connection with the ABL Amendment and the reduction of two lenders who dropped out of the ABL Facility, the Company wrote off $ 0.4 million of deferred loan costs related to the ABL Facility.

Liens and guarantees.

22 unchanged sentences

These covenants are subject to certain qualifications and limitations.

We were in compliance with these covenants as of February 1, 2025.

As of February 1, 2025, scheduled principal payments on our debt are as follows (amounts in thousands):

We were in compliance with these covenants as of January 31, 2026.

As of January 31, 2026, scheduled principal payments on our debt are as follows (amounts in thousands):

Total $ 485,750

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Government treasury bills and securities, which are classified as cash and redeemable on demand.

We held investments in money market funds of $ 256.9 million and $ 303.4 million as of February 1, 2025 and February 3, 2024, respectively.

We held investments in money market funds of $ 277.7 million and $ 256.9 million as of January 31, 2026 and February 1, 2025, respectively.

The fair value of the Term Loan and Notes is estimated using a discounted cash flow analysis based on quoted market prices for the instrument in an inactive market and is therefore classified as Level 2 within the fair value hierarchy.

As of February 1, 2025 and February 3, 2024, the estimated fair value of the Term Loan and Notes was $ 0.5 billion and $ 0.5 billion, respectively.

As of January 31, 2026 and February 1, 2025, the estimated fair value of the Term Loan and Notes was $ 0.5 billion and $ 0.5 billion, respectively.

As borrowings on the ABL Facility are generally repaid in less than 12 months, we believe that fair value approximates the carrying value.

1 unchanged sentence

Property and equipment consists of the following (amounts in thousands) as of:

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Leasehold improvements $ 777,207 $ 663,869

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Depreciation expense was $ 122.9 million, $ 118.1 million and $ 110.9 million in 2025, 2024 and 2023, respectively.

As of January 31, 2026, Assets Held for Sale on the Consolidated Balance Sheets were comprised of $ 3.0 million of land that is expected to be sold within one year.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of:

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Accrued interest $ 7,803 $ 7,634

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On June 1, 2023, our stockholders approved the First Amendment to the 2020 Omnibus Incentive Plan, which, among other changes, increased the number of shares available for issuance thereunder by 2,600,000 shares.

As of February 1, 2025, there were 4,108,925 shares that were authorized and available for grant under the 2020 Omnibus Incentive Plan.

As of January 31, 2026, there were 3,532,476 shares that were authorized and available for grant under the 2020 Omnibus Incentive Plan.

On September 29, 2020, the ASO, Inc.

Board of Directors adopted the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on October 1, 2020.

We have reserved a total of 2,000,000 shares and as of February 1, 2025, there were 1,475,080 shares authorized and available for future issuance under the ESPP.

We have reserved a total of 2,000,000 shares and as of January 31, 2026, there were 1,342,080 shares authorized and available for future issuance under the ESPP.

The following table provides total stock-based compensation recognized in the Consolidated Statements of Income (amounts in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Equity compensation expense (1)

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Total related tax benefit $ 4,503 $ 5,822 $ 5,245

(1) These costs are included within selling, general and administrative expenses in the Consolidated Statements of Income.

As of February 1, 2025, unrecognized compensation cost related to non-vested share-based compensation awards of $ 33.9 million is expected to be recognized over a weighted average life of two years .

(1) These costs are included within SG&A expenses in the Consolidated Statements of Income.

As of January 31, 2026, unrecognized compensation cost related to non-vested share-based compensation awards of $ 27.2 million is expected to be recognized over a weighted average life of approximately 2 years.

The grant date fair value of Restricted Units and Restricted Stock Units vested was $ 17.9 million, $ 13.9 million and $ 11.7 million for 2025, 2024 and 2023, respectively.

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Treasury rate over the expected life.

In 2022 and 2023, the dividend yield was based on the most recent annualized quarterly dividend and the valuation date closing stock price.

In 2023, the dividend yield was based on the most recent annualized quarterly dividend and the valuation date closing stock price.

The assumptions used to calculate the fair value of Service Options granted are evaluated and modified, as necessary, to reflect current market conditions and experience.

The following table presents the assumptions and grant date fair values for Service Options granted in 2023 and 2022 (the Company did not grant any Service Options in 2024):

The following table presents the assumptions and grant date fair values for Service Options granted in 2023 (the Company did not grant any Service Options in 2024 or 2025):

Fiscal Year Ended

February 3, 2024 January 28, 2023

February 3, 2024

Expected life in years 6.0

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Risk-free interest rate 3.7 % to 4.4 %

2.4 % to 4.1 %

Dividend yield 0.6 %

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Outstanding as of January 28, 2023 3,570,694 $ 24.27 7.3 $ 112,050

Granted or modified 817,618 39.22

Canceled or modified ( 3,378 ) 17.06

Granted 262,640 58.13

Canceled ( 694 ) 13.00

Forfeited ( 228,160 ) 39.14

Exercised ( 988,682 ) 20.00 $ 36,277

Outstanding as of January 28, 2023 3,570,694 $ 24.27 7.3 $ 112,050

Granted or modified 262,640 58.13

Canceled or modified ( 694 ) 13.00

Outstanding as of February 3, 2024 2,615,798 $ 27.99 6.7 $ 95,479

Forfeited ( 52,211 ) 33.29

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Outstanding as of February 1, 2025 2,362,108 $ 28.36 5.8 $ 57,965

Granted or modified — —

Canceled or modified — —

Canceled ( 10,505 ) 53.20

Forfeited ( 38,431 ) 41.46

Exercised ( 175,351 ) 25.43 $ 4,143

Outstanding as of February 1, 2025 (1)

Outstanding as of January 31, 2026 (1)

2,137,821 $ 28.24 4.8 $ 58,149

Exercisable as of February 1, 2025 1,874,744 $ 24.82 5.4 $ 52,001

Exercisable as of January 31, 2026 2,001,700 $ 26.90 4.7 $ 56,880

(1) The Company has elected to recognize forfeitures as they occur.

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Outstanding as of January 28, 2023 218,477 $ 16.59 5.5 $ 8,534

Granted or modified — —

Canceled or modified — —

Forfeited — —

Exercised ( 95,915 ) 16.63 $ 3,656

Outstanding as of January 28, 2023 218,477 $ 16.59 5.5 $ 8,534

Granted or modified — —

Canceled or modified — —

Outstanding as of February 3, 2024 122,562 $ 16.55 5.0 $ 5,874

Forfeited — —

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Outstanding as of February 1, 2025 120,239 $ 16.55 4.1 $ 4,300

Granted or modified — —

Canceled or modified — —

Forfeited — —

Exercised ( 620 ) 13.86 $ 22

Outstanding as of February 1, 2025 (1)

Outstanding as of January 31, 2026 (1)

119,619 $ 16.57 3.1 $ 4,599

Exercisable as of February 1, 2025 120,239 $ 16.55 4.1 $ 4,300

Exercisable as of January 31, 2026 119,619 $ 16.57 3.1 $ 4,599

(1) The Company has elected to recognize forfeitures as they occur.

Therefore, the number of awards vested and expected to vest is equal to the awards outstanding.

The total income tax benefit recognized from the exercise of stock options was $ 1.3 million, $ 3.9 million and $ 4.2 million for the fiscal years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively.

The total income tax benefit recognized from the exercise of stock options was $ 0.5 million, $ 1.3 million and $ 3.9 million for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.

Restricted Unit Activity

Restricted Unit activity is as follows:

Service Restricted Units Liquidity Event Restricted Units Performance Restricted Units

Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value

Service Restricted Units Performance Restricted Units

Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value

Non-vested as of January 28, 2023 437,108 $ 39.11 298,929 $ 32.55

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Forfeited ( 92,151 ) 51.32 ( 88,301 ) 47.94

Non-vested as of January 28, 2023 437,108 $ 39.11 — $ — 298,929 $ 32.55

Non-vested as of February 3, 2024 564,863 $ 51.80 311,822 $ 48.85

Granted 435,520 62.86 129,041 65.48

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Forfeited ( 81,559 ) 56.13 ( 31,712 ) 61.31

Non-vested as of February 1, 2025 676,509 $ 58.85 — $ — 384,162 $ 56.63

Non-vested as of January 31, 2026 866,022 $ 53.73 481,810 $ 55.88

The Company's outstanding and unvested Service Options typically vest ratably over a three or four-year period, on each anniversary of their grant date.

The Company’s outstanding and unvested Service Restricted Units generally vest ratably over a three of four-year period on each anniversary of their grant date.

The Company’s outstanding and unvested Service Restricted Units generally vest ratably over a three or four-year period on each anniversary of their grant date.

In more limited grants, Service Restricted Units vest 100 % on the first anniversary of the grant date, or, if earlier, the business day immediately preceding the following annual meeting of stockholders.

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Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Net income $ 376,768 $ 418,447 $ 519,190

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Dilutive effect of Service Restricted Units and Service Restricted Stock Units 318 316 327

Dilutive effect of Performance Restricted Stock Units and Liquidity Event Restricted Units 85 165 207

Dilutive effect of Performance Restricted Stock Units 27 85 165

Dilutive effect of Service Options 945 1,153 1,439

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Anti-dilutive stock-based awards excluded from diluted calculation 210 126 128

The income tax provision consists of the following (amounts in thousands) as of:

The income tax provision consists of the following (amounts in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Current expense:

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Foreign — — ( 35 )

Total deferred expense (a)

Total deferred expense (benefit) (a)

88,809 37,835 ( 4,247 )

Income tax expense $ 109,289 $ 119,778 $ 143,966

The Company purchased $ 38.1 million of energy credits under the new Inflation Reduction Act related to tax years ending February 3, 2024 and February 1, 2025 for a total purchase price of $ 35.8 million, resulting in a net tax benefit of $ 2.3 million.

The Company purchased $ 47.7 million of energy credits under the Inflation Reduction Act related to the tax year ending January 31, 2026 for a total purchase price of $ 44.1 million, resulting in a net tax benefit of $ 3.6 million during fiscal year 2025.

During fiscal year 2024, the Company purchased $ 38.1 million of energy credits under the Inflation Reduction Act related to tax years ending February 3, 2024 and February 1, 2025 for a total purchase price of $ 35.8 million, resulting in a net tax benefit of $ 2.3 million.

Income before income taxes includes the following components (amounts in thousands):

Fiscal Year Ended

January 31, 2026 February 1, 2025 February 3, 2024

United States $ 483,419 $ 537,444 $ 662,980

2,638 781 176

Total income before income taxes $ 486,057 $ 538,225 $ 663,156

A reconciliation of the statutory U.S.

federal income tax rate to our effective income tax rate is as follows:

federal income tax rate to our effective income tax rate is as follows (dollar amounts in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

Federal income tax at the statutory rate 21.0 % 21.0 % 21.0 %

State income tax, net of federal benefit 3.1 2.5 2.5

Nondeductible excess compensation 0.3 0.5 0.6

Excess tax benefit for share-based compensation ( 0.4 ) ( 1.1 ) ( 0.7 )

Tax credits ( 1.3 ) ( 0.5 ) ( 0.1 )

Effect of other permanent items ( 0.4 ) ( 0.7 ) —

January 31, 2026 February 1, 2025 February 3, 2024

federal statutory tax rate $ 102,072 21.0 % $ 113,027 21.0 % $ 139,263 21.0 %

State and local income taxes, net of federal income tax rate (a)

11,683 2.4 16,936 3.1 17,511 2.5

Foreign tax effects

Other 735 0.1 1,751 0.3 ( 17 ) —

Effect of cross border tax laws ( 4,100 ) ( 0.8 ) ( 233 ) — — —

Research and development tax credits ( 2,025 ) ( 0.4 ) ( 3,958 ) ( 0.7 ) ( 2,543 ) ( 0.4 )

Other ( 4,764 ) ( 1.0 ) ( 3,218 ) ( 0.6 ) ( 739 ) ( 0.1 )

Nontaxable or nondeductible items

Share-based payment awards 353 0.1 ( 1,946 ) ( 0.4 ) ( 7,697 ) ( 1.1 )

Other 5,335 1.1 ( 2,581 ) ( 0.4 ) ( 1,812 ) ( 0.2 )

Effective income tax rate $ 109,289 22.5 % $ 119,778 22.3 % $ 143,966 21.7 %

Components of deferred tax assets and liabilities consist of the following (amounts in thousands) as of:

February 1, 2025 February 3, 2024

(a) State taxes in Texas, Louisiana, Georgia, and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category.

Components of deferred tax assets and liabilities consist of the following (amounts in thousands):

January 31, 2026 February 1, 2025

Deferred tax assets:

1 unchanged sentence

Accrued liabilities and reserves 24,666 19,824

Lease liabilities 327,724 —

Equity compensation 8,350 9,934

5 unchanged sentences

Property and equipment ( 49,865 ) ( 2,048 )

Right-of-use assets ( 287,144 ) —

Intangible assets ( 303,615 ) ( 249,804 )

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Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances annually.

As of February 1, 2025, based on current facts and circumstances, management believes that it is more likely than not that the Company will realize benefit for its gross deferred tax assets.

As of February 1, 2025, we had no unrecognized tax benefits and we do not anticipate that unrecognized tax benefits will significantly increase or decrease over the next twelve months.

As of January 31, 2026, based on current facts and circumstances, management believes that it is more likely than not that the Company will realize benefit for its gross deferred tax assets.

As of January 31, 2026, we had no unrecognized tax benefits and we do not anticipate that unrecognized tax benefits will significantly increase or decrease over the next twelve months.

The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions.

The statute of limitations is open for federal and state tax audits for the tax fiscal years ending 2022 through 2024, and 2021 through 2024, respectively.

With the exception of two retail stores which we own, we lease all of our retail stores, distribution centers and corporate offices.

The statute of limitations is open for federal and state tax audits for the tax fiscal years 2023 through 2025, and 2022 through 2025, respectively.

On July 4, 2025, an Act to provide for reconciliation pursuant to title II of H.

14, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law in the United States.

The OBBBA introduces significant changes to U.S.

Cash paid for income taxes, net of refunds, consists of the following (amounts in thousands):

Fiscal Year Ended

January 31, 2026 February 1, 2025 February 3, 2024

federal $ 21,633 $ 69,000 $ 110,328

state and local:

Texas 3,928 3,775 3,838

Tennessee 3,143 2,315 2,131

Other 9,099 13,300 15,820

state and local $ 16,170 $ 19,390 $ 21,789

Total cash paid for income taxes (net of refunds) $ 37,821 $ 88,401 $ 132,126

With the exception of one retail store which we own, we lease all of our retail stores, distribution centers and corporate offices.

Our leases primarily relate to building leases, which generally include options to renew at our sole discretion for five years or more.

We regularly extend options for our building leases, which constitutes a lease modification and such events require a re-measurement of the lease liability at current discount rates.

The life of leasehold improvement assets are limited by the expected lease term.

The useful life of leasehold improvement assets are limited by the expected lease term.

Additionally, we have certain agreements for equipment rentals, which are typically 12 months or less in duration.

As of February 1, 2025, all of our leases are classified as operating leases.

As of January 31, 2026, all of our leases are classified as operating leases.

In addition, in certain situations, we may sublease real estate to third parties.

Our sublease portfolio consists mainly of former store locations for which we are still under lease and existing store leases in which we have excess or unused space.

During the fourth quarter of 2024, we closed on a sale-leaseback agreement involving a store property in Cypress, Texas.

We determined that the transaction met the accounting criteria for sale-leaseback treatment and we recognized a net gain of approximately $ 7.1 million in Selling, General, and Administrative expenses on the Consolidated Statements of Income.

The components of lease expense and sublease income included in SG&A expenses and cost of goods sold on our statement of income is as follows (amounts in thousands):

Historically, our sublease portfolio consists mainly of former store locations for which we are still under lease and existing store leases in which we have excess or unused space.

During 2024, we closed on a sale-leaseback agreement involving a store property.

During 2025, we closed on sale-leaseback agreements involving four store properties, three of which were previously classified as assets held for sale on the Consolidated Balance Sheet as of the third quarter of 2025.

We determined that the transactions met the accounting criteria for sale-leaseback treatment and we recognized net gains of approximately $ 7.1 million and $ 15.4 million in SG&A expenses on the Consolidated Statements of Income for 2024 and 2025, respectively.

The components of lease expense and sublease income included in SG&A expenses and Cost of Goods Sold on our Consolidated Statements of Income is as follows (amounts in thousands):

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Operating lease expense $ 239,853 $ 222,709 $ 214,672

5 unchanged sentences

Fiscal Year Ended

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Right-of-use assets obtained in exchange for new operating lease liabilities $ 244,100 $ 214,747 $ 134,181

Cash paid for amounts included in the measurement of operating lease liabilities $ 244,974 $ 224,942 $ 213,860

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Weighted-average remaining lease term in years 9.8 9.6

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As most of our leases do not provide an implicit rate of interest, we use our incremental borrowing rate, which is based on the market lending rates for companies with comparable credit ratings, to determine the present value of lease payments on lease commencement or remeasurement.

The remaining maturities of lease liabilities by fiscal year as of February 1, 2025 are as follows (amounts in thousands):

The remaining maturities of lease liabilities by fiscal year as of January 31, 2026 are as follows (amounts in thousands):

2026 $ 255,492

5 unchanged sentences

The Company has entered into operating leases related to future store locations for which we have not yet taken possession of the location.

As of February 1, 2025, the future minimum lease payments on these leases approximated $ 274.0 million.

As of January 31, 2026, the future minimum lease payments on these leases approximated $ 317.0 million.

Commitments and Contingencies

Technology Related Commitments and Other

As of February 1, 2025, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 81.3 million.

As of January 31, 2026, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 183.3 million.

Of such commitments, approximately $ 72.5 million is payable in the next 12 months.

Other Contingencies

During 2025, the Company entered into an agreement to sell a portion of the rights to potential tariff relief litigation claims, which was determined to be accounted for under ASC 470.

As of January 31, 2026, the $ 10.5 million proceeds from the sale are recorded within Other Long-term Liabilities on the Consolidated Balance Sheets and are presented as Other Financing Activities on the Consolidated Statements of Cash Flows.

Subsequent to January 31, 2026, the Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act.

The ultimate availability, timing, and amount of any potential refunds of such tariffs, or releasing the $ 10.5 million of proceeds mentioned above from the Consolidated Balance Sheet, remain highly uncertain and are subject to further legal, regulatory, and administrative developments.

To the extent any tariff refunds are ultimately realized, the Company does not expect to receive refunds associated with the portion of rights sold.

Financial Guarantees

5 unchanged sentences

No individual case, or group of cases against us, presenting substantially similar issues of law or fact, is expected to have a material effect on the manner in which we conduct our business or on our consolidated results of operations, financial position or liquidity.

The majority of these cases are alleging product, premises, employment and/or commercial liability.

The majority of these cases are alleging negligence, and product, premises, employment and/or commercial liability.

Reserves have been established that we believe to be adequate based on our current evaluations and experience in these types of claim situations;

2 unchanged sentences

In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding our business.

As previously disclosed, in May and December 2023, U.S.

Customs and Border Protection (“CBP”) notified us that we owed additional duties relating to certain products that we imported from China that CBP believed were subject to certain anti-dumping and/or countervailing duties.

While we contested CBP’s determination, we were required to deposit with CBP duties relating to these products (the “AD/CVD deposits”), which are included in prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets.

In January 2024, we requested a changed circumstances review of CBP’s determination by the U.S.

Department of Commerce (the “DOC”).

In April 2024, the DOC made a determination in the Company’s favor in connection with the changed circumstances review, and in May 2024, instructed CBP to begin the process of issuing refunds to the Company on the AD/CVD deposits.

In August 2024, the Company received a full refund of the AD/CVD deposits.

This matter is now resolved, and the refund has been recorded as cash within cash and cash equivalents on our Consolidated Balance Sheets.

In January 2025, the Company settled a legal matter with a third-party vendor.

In connection with this settlement, we recognized a net gain of approximately $ 15.0 million in Other (income), net on the Consolidated Statements of Income, when the gain became realizable.

We are not currently party to any other legal proceedings that we believe would have a material adverse effect on our financial position, results of operations or cash flows.

Sponsorship Agreement and Intellectual Property Commitments

We periodically enter into sponsorship agreements generally with professional sports teams, associations, events, networks or individual professional players and collegiate athletic programs in exchange for marketing and advertising promotions.

We also enter into intellectual property agreements whereby the Company receives the right to use third-party owned trademarks typically in exchange for royalties on sales.

These agreements typically contain a one to three-year term and contractual payment amounts required to be paid by the Company.

As of February 1, 2025, we have $ 8.3 million in related commitments through 2027, of which $ 5.7 million is payable in next 12 months.

Employee Benefit Plans

We sponsor a safe harbor defined contribution 401(k) profit sharing plan (the “401(k) Plan”) for our eligible employees.

The 401(k) Plan includes an eligible employee compensation deferral feature, Company matching contributions and a Company profit sharing component.

The 401(k) Plan includes an eligible employee compensation deferral feature and Company matching contributions.

Eligible employees are permitted to contribute up to 75 % of their eligible compensation on a pretax basis to the 401(k) Plan, subject to Internal Revenue Service limitations.

We match 100 % of the money contributed by a plan participant to the 401(k) Plan each pay period, on a dollar-for-dollar basis, up to 6 % of a plan participant’s eligible compensation during such pay period.

Annual Company profit sharing contributions are made at the discretion of our Board of Directors, subject to certain limitations.

We match 100 % of the money contributed by eligible plan participants to the 401(k) Plan each pay period, on a dollar-for-dollar basis, up to 6 % of a plan participant’s eligible compensation during such pay period.

The 401(k) Plan may be amended or terminated at our discretion.

11 unchanged sentences

See the Company's consolidated financial statements included in Part IV Item 15 for more information.

Selected Quarterly Financial Data (Unaudited)

The summarized quarterly financial information for the fiscal years ended 2024 and 2023 are reflected in the table below (amounts in thousands, except earnings per share data):

1st 2nd 3rd 4th

Quarter Quarter Quarter Quarter

Net sales $ 1,364,220 $ 1,548,980 $ 1,343,330 $ 1,676,920

Gross margin 455,793 558,725 456,713 540,229

Operating income 102,383 190,086 91,474 154,696

Net income (1)

76,465 142,588 65,763 133,631

Earnings per common share:

Basic $ 1.03 $ 1.99 $ 0.94 $ 1.93

Diluted $ 1.01 $ 1.95 $ 0.92 $ 1.89

Weighted average common shares outstanding:

Basic 73,993 71,829 70,319 69,229

Diluted 75,798 73,289 71,774 70,689

Net sales $ 1,383,609 $ 1,583,077 $ 1,397,777 $ 1,794,828

Gross margin 467,115 563,446 482,641 597,009

Operating income 126,196 210,963 136,731 203,965

Net income (2)

$ 93,970 $ 157,075 $ 99,978 $ 168,167

Earnings per common share:

Basic $ 1.22 $ 2.06 $ 1.34 $ 2.27

Diluted $ 1.19 $ 2.01 $ 1.31 $ 2.21

Weighted average common shares outstanding:

Basic 76,862 76,104 74,461 74,219

Diluted 79,288 78,091 76,057 76,035

(1) Net income for the quarter ended February 1, 2025, includes a $ 15.0 million gain pertaining to a litigation settlement and a $ 7.1 million gain on a sale-leaseback transaction, both of which occurred in the fourth quarter of 2024 (see Note 2).

(2) Net income for the quarter ended February 3, 2024, includes a $ 15.9 million net gain relative to a credit card fee litigation settlement which occurred in the fourth quarter of 2023 (see Note 2).

Subsequent Events

Our management evaluated events or transactions that occurred after February 1, 2025 through March 20, 2025, the issuance date of the consolidated financial statements, and identified the following matter to report:

Our management evaluated events or transactions that occurred after January 31, 2026 through March 17, 2026, the issuance date of the consolidated financial statements, and identified the following matter to report:

On March 5, 2026, the Company's Board of Directors declared a quarterly cash dividend in the amount of $ 0.15 per share on the Company's common stock, payable on April 10, 2026 to stockholders of record as of the close of business on March 20, 2026.

Subsequent to January 31, 2026, the U.S.

Supreme Court issued a decision related to certain tariffs that were previously subject to legal challenge.

See Note 12 for further discussion.

Form 10–K Summary

1 unchanged sentence

Exhibit Number Description of Exhibit

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).

Certificate of Change of Registered Agent and/or Registered Office of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2023).

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 5, 2025).

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 7, 2025).

Indenture, dated as of November 6, 2020, by and among Academy, Ltd., as issuer, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 6, 2020).

Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2023).

Description of Securities Registered Under Section 12 of the Exchange Act.

Second Amended and Restated Credit Agreement, dated as of November 6, 2020, among Academy, Ltd., as Borrower, New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C.

10 unchanged sentences

Joinder to ABL Intercreditor Agreement, dated November 6, 2020, among JPMorgan Chase Bank, N.A., as agent for the ABL Secured Parties referred to therein, Credit Suisse AG, Cayman Islands Branch, as agent for the Term Loan Secured Parties referred to therein, and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Additional Debt Secured Parties referred to therein (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).

Exhibit Number Description of Exhibit

Joinder to ABL Intercreditor Agreement, dated November 6, 2020, among JPMorgan Chase Bank, N.A., as agent for the ABL Secured Parties referred to therein, and Credit Suisse AG, Cayman Islands Branch, as agent for the Term Loan Secured Parties referred to therein (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).

Exhibit Number Description of Exhibit

First Lien Intercreditor Agreement, dated November 6, 2020, among Credit Suisse AG, Cayman Islands Branch, as First Lien Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties referred to therein, The Bank of New York Mellon Trust (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).

17 unchanged sentences

Notes Pledge Agreement, dated as of November 6, 2020, among Academy, Ltd., as Issuer, each of the guarantors listed on the signature pages thereto, and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the benefit of the Secured Parties referred to therein (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).

Exhibit Number Description of Exhibit

Form of Non-Employee Director Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on September 7, 2022).

Form of Q1 2023 CEO Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 31, 2023).

Form of Q1 2023 CEO Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed on August 31, 2023).

Form of Q1 2023 CEO Time-Based Option Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed on August 31, 2023).

Form of 2022 CEO Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on June 7, 2022).

Form of 2025 Executive Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on June 10, 2025).

Exhibit Number Description of Exhibit

Form of 2025 Executive Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on June 10, 2025).

Form of 2025 Executive Time-Based Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on June 10, 2025).

Form of 2022 CEO Time-Based Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on June 7, 2022).

Form of Q2 2023 Executive Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 31, 2023).

Form of Q2 2023 Executive Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 31, 2023).

Form of Q2 2023 Executive Time-Based Option Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on August 31, 2023).

Form of 2023 Executive Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on June 6, 2023).

Form of 2023 Executive Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on June 6, 2023).

Form of 2023 Executive Time-Based Option Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on June 6, 2023).

Form of 2022 Executive Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on June 7, 2022).

Form of 2022 Executive Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on June 7, 2022).

Form of 2022 Executive Time-Based Option Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on June 7, 2022).

Form of 2021 RSU Executive Retention Award Agreement (incorporated by reference to Exhibit 10.01 to the Registrant's Quarterly Report on From 10-Q filed on December 10, 2021).

2021 Form of Performance-Based Restricted Stock Unit Agreement under the 2020 Omnibus Incentive Plan.

Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed on April 7, 2021).

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on December 10, 2020).

2020 Omnibus Incentive Plan, as amended by the First Amendment (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2023).

1 unchanged sentence

1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of Non-Employee Director Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

2020 Form of Performance-Based Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2020 CEO Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Exhibit Number Description of Exhibit

Form of 2020 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

2 unchanged sentences

Form of 2018 CEO Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2018 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2018 Non Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed on April 7, 2021).

Form of 2016 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of August 2020 Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2020 CEO Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2020 Executive Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2019 Executive Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2018 CEO Restricted Unit Agreement under 2011 Unit Incentive Plan (as amended) (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of Independent Non-Employee Director Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Form of 2018 Executive Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Hicks Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).

Steven (Steve) P.

Lawrence Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).

Exhibit Number Description of Exhibit

Samuel (Sam) J.

3 unchanged sentences

1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Exhibit Number Description of Exhibit

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.37 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

Non-Employee Director Compensation Policy, effective March 18, 2024 (incorporated by reference to Exhibit 10.66 to the Registrant's Annual Report on Form 10-K filed on March 21, 2024).

Non-Employee Director Compensation Policy, effective June 5, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on September 2, 2025).

Matt McCabe Amended and Restated Employment Agreement, dated June 25, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on June 11, 2024).

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed on March 20, 2025).

Subsidiaries of the Registrant.

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101.PRE Inline XBRL Taxonomy Presentation Linkbase Document

104 The cover page for the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 has been formatted in Inline XBRL.

104 The cover page for the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 has been formatted in Inline XBRL.

* Filed herewith

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BECK Director March 17, 2026

/s/ SCOTT BOATWRIGHT

Director March 20, 2025

Scott Boatwright

/s/ MICHAEL P.

DASTUGUE Director March 17, 2026

/s/ SHANNON HENNESSY Director March 17, 2026

Shannon Hennessy

JOHNSON Director March 17, 2026

MARLEY Director March 17, 2026

6 unchanged sentences

RAFF Director March 17, 2026

TURNER Director March 20, 2025

TWEEDY Director March 17, 2026

3 unchanged sentences

Balance at beginning of period Charged to costs and expenses Deductions Balance at end of period

February 1, 2025:

January 31, 2026:

Allowance for doubtful accounts $ 2,752 1,069 ( 2,029 ) (1) $ 1,792

7 unchanged sentences

Self-insurance reserves 25,010 74,941 ( 74,719 ) (4) 25,232

January 28, 2023:

February 3, 2024:

Allowance for doubtful accounts $ 2,004 1,107 ( 894 ) (1) $ 2,217

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures