Academy Sports & Outdoors, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our CEO and our CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, the design and operation of the Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Management's Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting includes: • maintaining records that in reasonable detail accurately and fairly reflect our transactions; • providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; • providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and • providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Also projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of the end of the period covered by this Annual Report. Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting which is set forth herein. Changes in 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. 59 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Academy Sports and Outdoors, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Academy Sports and Outdoors, Inc. 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Houston, Texas March 17, 2026 60 Item 9B. Other Information Trading Plans 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). 61 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III Item 10. Directors, Executive Officers and Corporate Governance The information concerning our executive officers is set forth under the heading “Information about our Executive Officers” in Part I of this report. 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 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. Item 11. Executive Compensation The 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. 62 Item 12. 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 January 31, 2026. The table includes the 2011 Unit Incentive Plan, the 2020 Omnibus Incentive Plan and the 2020 Employee Stock Purchase Plan. Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Service-Based Stock Options 2,137,821 $ 28.24 (1) Performance-Based Stock Options 119,619 16.57 (1) Service-Based Restricted Stock Units 866,022 N/A (1) Performance-Based Restricted Stock Units 481,810 N/A (1) 2020 Employee Stock Purchase Plan — N/A (1) Total 3,605,272 $ 27.62 (2) (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. Stock options and restricted stock units are counted on a one-for-one basis. Total shares available for future issuance under the 2020 Omnibus Incentive Plan is 3,532,476. The total shares available for issuance under the 2020 Employee Stock Purchase Plan is 1,342,080. (2) Weighted average exercise price of outstanding options only. Additional 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. Item 13. Certain Relationships and Related Transactions, and Director Independence The 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. Item 14. Principal Accountant Fees and Services The 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. 63 PART IV Item 15. Exhibits and Financial Statements Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements. 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 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. (3) Exhibits. The Exhibits listed in the Index to Exhibits, which appears on pages 98 to 101 and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K. Certain Exhibits are incorporated by reference from documents previously filed by the Company with the SEC pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended. 64 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 66 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 65 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Academy Sports and Outdoors, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Academy Sports and Outdoors, Inc. 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 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. Merchandise Inventories - Refer to Note 2 to the financial statements Critical Audit Matter Description 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. 66 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 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 Houston, Texas March 17, 2026 We have served as the Company's auditor since 1996. 67 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except per share data) January 31, 2026 February 1, 2025 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 330,320 $ 288,929 Accounts receivable - less allowance for doubtful accounts of $ 1,792 and $ 2,752 , respectively 34,755 16,759 Merchandise inventories 1,503,756 1,308,840 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 PROPERTY AND EQUIPMENT, NET 584,103 525,136 RIGHT-OF-USE ASSETS 1,234,246 1,173,075 TRADE NAME 579,766 579,007 GOODWILL 861,920 861,920 OTHER NONCURRENT ASSETS 62,756 51,676 Total assets $ 5,277,036 $ 4,900,963 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 637,854 $ 612,424 Accrued expenses and other current liabilities 243,908 230,323 Current lease liabilities 147,491 115,134 Current maturities of long-term debt 3,000 3,000 Total current liabilities 1,032,253 960,881 LONG-TERM DEBT, NET 480,793 482,679 LONG-TERM LEASE LIABILITIES 1,261,167 1,185,741 DEFERRED TAX LIABILITIES, NET 300,654 256,815 OTHER LONG-TERM LIABILITIES 30,792 10,812 Total liabilities 3,105,659 2,896,928 COMMITMENTS AND CONTINGENCIES (NOTE 12) STOCKHOLDERS' EQUITY: Preferred stock, $ 0.01 par value, authorized 50,000,000 shares; none issued and outstanding — — Common stock, $ 0.01 par value, authorized 300,000,000 shares; 64,945,953 and 68,332,961 issued and outstanding as of January 31, 2026 and February 1, 2025, respectively 649 683 Additional paid-in capital 256,351 247,094 Retained earnings 1,914,377 1,756,258 Stockholders' equity 2,171,377 2,004,035 Total liabilities and stockholders' equity $ 5,277,036 $ 4,900,963 See Notes to Consolidated Financial Statements 68 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 NET SALES $ 6,053,414 $ 5,933,450 $ 6,159,291 COST OF GOODS SOLD 3,947,801 3,921,990 4,049,080 GROSS MARGIN 2,105,613 2,011,460 2,110,211 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,593,429 1,472,821 1,432,356 OPERATING INCOME 512,184 538,639 677,855 INTEREST EXPENSE, NET 36,214 36,873 46,051 WRITE-OFF OF DEFERRED LOAN COSTS — 449 1,525 OTHER INCOME, NET 10,087 36,908 32,877 INCOME BEFORE INCOME TAXES 486,057 538,225 663,156 INCOME TAX EXPENSE 109,289 119,778 143,966 NET INCOME $ 376,768 $ 418,447 $ 519,190 EARNINGS PER COMMON SHARE: BASIC $ 5.66 $ 5.87 $ 6.89 DILUTED $ 5.54 $ 5.73 $ 6.70 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC 66,612 71,343 75,389 DILUTED 68,034 73,048 77,469 See Notes to Consolidated Financial Statements 69 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Amounts in thousands) 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 Net income — — — 519,190 519,190 Equity compensation — — 24,377 — 24,377 Repurchase of common stock for retirement ( 3,652 ) ( 36 ) ( 12,625 ) ( 191,493 ) ( 204,154 ) Settlement of vested Restricted Stock Units 227 2 ( 5,538 ) — ( 5,536 ) Issuance of common stock under employee stock purchase plan 124 1 5,483 — 5,484 Stock option exercises 939 9 14,192 — 14,201 Cash dividends declared, $ 0.09 per share — — — ( 27,218 ) ( 27,218 ) Balances as of February 3, 2024 74,350 $ 743 $ 242,098 $ 1,711,809 $ 1,954,650 Net income — — — 418,447 418,447 Equity compensation — — 26,629 — 26,629 Repurchase of common stock for retirement ( 6,544 ) ( 65 ) ( 25,738 ) ( 342,535 ) ( 368,338 ) 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, net of shares withheld 199 2 4,255 — 4,257 Cash dividends declared, $ 0.11 per share — — — ( 31,463 ) ( 31,463 ) Balances as of February 1, 2025 68,333 $ 683 $ 247,094 $ 1,756,258 $ 2,004,035 Net income — — — 376,768 376,768 Equity compensation — — 21,176 — 21,176 Repurchase of common stock for retirement ( 3,931 ) ( 39 ) ( 16,753 ) ( 183,992 ) ( 200,784 ) Settlement of vested Restricted Stock Units, net of shares withheld 236 2 ( 4,758 ) — ( 4,756 ) Issuance of common stock under employee stock purchase plan 133 1 5,184 — 5,185 Stock option exercises, net of shares withheld 175 2 4,408 — 4,410 Cash dividends declared, $ 0.13 per share — — — ( 34,657 ) ( 34,657 ) Balances as of January 31, 2026 64,946 649 256,351 1,914,377 2,171,377 See Notes to Consolidated Financial Statements 70 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year Ended January 31, 2026 February 1, 2025 February 3, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 376,768 $ 418,447 $ 519,190 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 122,866 118,070 110,936 Non-cash lease expense 46,212 30,295 16,723 Equity compensation 21,176 26,629 24,377 Amortization of deferred loan and other costs 2,590 2,574 2,739 Deferred income taxes 43,839 2,020 ( 4,247 ) Non-cash loss on early retirement of debt — — 1,525 Write-off of Deferred Loan Costs — 449 — Gain on disposal of property and equipment ( 15,417 ) ( 7,062 ) ( 388 ) Changes in assets and liabilities: Accounts receivable, net ( 17,995 ) 2,611 ( 2,868 ) Merchandise inventories ( 194,916 ) ( 114,681 ) 89,358 Prepaid expenses and other current assets 26,915 ( 10,117 ) ( 50,225 ) Other noncurrent assets ( 12,556 ) ( 12,437 ) ( 18,761 ) Accounts payable 27,335 65,761 ( 142,346 ) Accrued expenses and other current liabilities 17,128 11,952 ( 26,712 ) Income taxes payable ( 19,062 ) ( 5,277 ) 17,640 Other long-term liabilities 9,915 ( 1,152 ) ( 1,162 ) Net cash provided by operating activities 434,798 528,082 535,779 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 212,668 ) ( 199,589 ) ( 207,770 ) Purchases of intangible assets ( 759 ) ( 771 ) ( 520 ) Proceeds from the sale of property and equipment 41,390 14,240 2,151 Net cash used in investing activities ( 172,037 ) ( 186,120 ) ( 206,139 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Revolving Credit Facilities — 3,900 — Reduction in Revolving Credit Facilities — ( 3,900 ) — Repayment of Term Loan ( 3,000 ) ( 3,000 ) ( 103,000 ) Debt issuance fees — ( 5,689 ) — Proceeds from exercise of stock options 4,399 4,323 16,636 Proceeds from issuance of common stock under employee stock purchase program 5,185 5,248 5,484 Taxes paid related to net share settlement of equity awards ( 4,784 ) ( 5,460 ) ( 7,971 ) Repurchase of common stock for retirement ( 198,978 ) ( 364,912 ) ( 202,796 ) 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 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 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 330,320 $ 288,929 $ 347,920 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 35,086 $ 34,897 $ 45,446 Cash paid for income taxes, net $ 37,821 $ 88,401 $ 132,126 NON-CASH INVESTING AND FINANCING ACTIVITIES: Non-cash capital expenditures $ 10,368 $ 12,273 $ 6,687 Right-of-use assets obtained in exchange for new operating leases $ 244,100 $ 214,747 $ 134,181 See Notes to Consolidated Financial Statements 71 ACADEMY SPORTS AND OUTDOORS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations The Company All references to “we”, “us”, “our” or the “Company” in the financial statements refer to Academy Sports and Outdoors, Inc., a Delaware corporation (“ASO, Inc.”) and the current parent holding company of our operations, and its consolidated subsidiaries. We conduct our operations primarily through our parent holding company's indirect subsidiary, Academy, Ltd., a Texas limited partnership doing business as “Academy Sports + Outdoors”, or Academy, Ltd. All of the Company’s sales and business operations occur at Academy, Ltd., and Academy, Ltd. 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 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. We also sell merchandise to customers across most of the United States via our academy.com website. Fiscal Year The Company’s fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31 each year. 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. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements include the accounts of ASO, Inc. and its subsidiaries, New Academy Holding Company, LLC (“NAHC”), Academy Managing Co., LLC, Associated Investors, LLC, Academy, Ltd., the Company's operating company, Academy International Limited, Mason Creek Insurance Co., LLC, and Academy Procurement Co., LLC. NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements 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. Actual results could differ significantly from those estimates. Our most significant estimates and assumptions that materially affect the financial statements involve difficult, subjective or complex judgments by management, including the valuation of merchandise inventories and performing goodwill, intangible and long-lived asset impairment analyses. Cash and Cash Equivalents We consider credit and debit card transactions, which typically settle within three business days, demand deposits with banks, and all other highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. 72 Financial Instruments Financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable, certain accrued liabilities and debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of those instruments. The fair value of debt is influenced by fluctuations in market conditions for interest rates (see Note 5). Accounts Receivable Accounts receivable consists primarily of amounts due from vendors for vendor allowances and other accounts receivable. We provide an allowance for doubtful accounts based on both historical experience and a specific identification basis. Concentration of Risk Financial instruments which subject us to potential credit risk consist of cash and cash equivalents. We have established guidelines to limit our exposure to credit risk on cash and cash equivalents by placing investments with high credit quality financial institutions. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand. We believe that the financial risks associated with these financial instruments are minimal. We purchase merchandise inventories from approximately 1,500 vendors. 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. While we are not dependent on any single manufacturer outside of the United States, we could be adversely affected by political, health (including pandemic), safety, security, economic, tariff, climate, war or other disruptions affecting the business or operations of third-party manufacturers located outside of the United States. The Company’s geographic concentration in the southern United States subjects us to certain regional risks, such as the state of regional economies, including downturns in the housing market, increased unemployment and gas prices. Other regional risks include legislation, politics, cultural views, severe weather conditions or man-made disasters (such as an oil spill closing large areas of hunting or fishing), fires, heat waves, freezes, hurricanes, tornadoes, large storms and floods and other natural disasters specific to the states in which the Company operates. Merchandise Inventories, net Merchandise inventories are stated 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 and are reflected net of shrinkage, vendor allowances and other valuation reserves. We record an inventory reserve for the estimated shrinkage between physical inventories on a by-location basis. We generally perform a full physical inventory count for each store at least once a year, throughout the year, after which our shrinkage accrual rate for each store is updated based on historical results. For vendor allowances based on contractual provisions, we develop accrual rates as determined by the agreements, which are typically linked to purchase volumes. Other non-contractual vendor allowances received are applied upon receipt. We regularly review inventories and record a valuation adjustment when necessary such as for inventory that has a carrying value in excess of the net realizable value or for slow moving or obsolete inventory. 73 Supplier Finance Programs We have previously entered into a supply chain financing arrangement with a third-party financial institution, whereby certain suppliers have the ability to settle outstanding payment obligations earlier than the due date required by our original supplier terms. Subsequently, we settle invoices with the financial institution within 45 days, which approximates our original supplier terms. 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 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 Invoices added 14,641 29,190 Invoices paid ( 16,164 ) ( 32,613 ) Invoices outstanding at the end of the year $ 2,228 $ 3,751 Property and Equipment 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 is computed using the straight-line method over the asset’s useful life, which is generally determined by asset category as follows: Leasehold improvements Lesser of asset useful life or lease term Software and computer equipment 2 – 5 years Other equipment 5 – 10 years Furniture and fixtures 7 – 10 years Buildings 40 years When assets are retired or sold, the cost and accumulated depreciation are removed from our accounts, and the resulting gain or loss is reflected in the Consolidated Statements of Income. 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. 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 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. 74 Impairment of Long-Lived Assets We review the carrying value of long-lived assets, including store assets, for indicators of impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the assets to the estimated undiscounted future cash flows expected to be generated by the use of the assets, which is generally projected based on historical results. If such assets are considered to be impaired, the impairment loss recognized is the amount by which the carrying amount of the assets exceeds its estimated fair value, which is calculated using discounted expected future cash flows. As a result of our assessment, we did no t record an impairment of long-lived assets in 2025, 2024 and 2023. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is tested for impairment annually or more frequently if events or circumstances indicate that the carrying value of goodwill may not be recoverable. We test for goodwill at the reporting unit level, which is the operating segment level. We operate in one operating segment with one reporting unit. The annual goodwill impairment test provides for the option of first performing a qualitative assessment to evaluate the existence of events and circumstances that would lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If such a conclusion is reached, we would then be required to perform a quantitative impairment assessment of goodwill. However, if the qualitative assessment leads to a determination that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then no further assessments are required. Our quantitative assessment for determining the fair value of our reporting unit includes using an estimated discounted cash flow model (income approach) and market value approach. The output of this assessment is an estimated fair value for our reporting unit that is compared to its carrying value to determine whether an impairment charge is necessary. The income approach uses a discounted cash flow analysis of our projected long-term future company income. The market valu e approach is based on earnings multiples for a comparable set of public companies as well as guideline transactions. We did not record an impairment of goodwill for 2025, 2024 or 2023. Intangible Assets Intangible assets primarily consists of the trade name “Academy Sports + Outdoors” (the “Trade Name”). The Trade Name is expected to generate cash flows indefinitely and, therefore, is accounted for as an indefinite-lived asset not subject to amortization. The Trade Name is tested for impairment annually or whenever events or circumstances indicate that the carrying amount of the Trade Name may not be recoverable. The annual Trade Name impairment test provides for the option of first performing a qualitative assessment to evaluate the existence of events and circumstances that would lead to a determination that it is more likely than not that the fair value of an intangible asset is less than its carrying amount. If such a conclusion is reached, we would then be required to perform a quantitative impairment assessment for the Trade Name. However, if the qualitative assessment leads to a determination that it is more likely than not that the fair value of an intangible asset is greater than its carrying amount, then no further assessments are required. Impairment is calculated as the excess of the Trade Name’s carrying value over its fair value. The fair value of the Trade Name is determined using the relief-from-royalty method, a variation of the income approach. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. Once a supportable royalty rate is determined, the rate is then applied to the projected long-term sales over the expected remaining life of the intangible assets to estimate the royalty savings. This approach is dependent on a number of factors, including projections of long-term sales, royalty rates, discount rates and other variables. We did not record an impairment of intangible assets for 2025, 2024 or 2023 . 75 Deferred Loan Costs Costs incurred to issue debt are deferred and recorded in the Consolidated Balance Sheets. Those costs related to the issuance of our term loan and senior notes are recorded in long-term debt, net of current maturities and amortized as a component of interest expense over the terms of the related debt agreement using the effective interest method. The costs related to the issuance of our revolving credit facility is recorded in Other Noncurrent Assets on the Consolidated Balance Sheets and amortized as a component of interest expense over the terms of the related debt agreements using the straight-line method. Self-Insurance We maintain deductibles or self-insured retentions for workers' compensation, general liability and employee health benefits. The Company has a wholly owned captive insurance subsidiary (the “Captive”) with the primary purpose to enhance the Company's risk financing strategies by providing the Company the opportunity to negotiate insurance premiums in the non-retail insurance market. The Captive must maintain a sufficient level of liquidity to fund future reserve payments and secure the insurer's obligations for workers compensation, Texas non-subscriber, general liability, directors and officers liability, employment practices liability, and medical stop-loss programs. Additionally, we use the services of an independent actuary to assist in determining losses associated with workers' compensation, general liability and employee health benefits. Liabilities associated with these losses are actuarially derived and estimated in part by considering historical claims experience, industry factors, severity factors, claim development, as well as other actuarial assumptions. If actual trends, including the severity or frequency of claims, medical cost inflation or fluctuations in premiums, differ from our estimates, it could have a material adverse impact on our results of operations. Changes in legal claims, claim development, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers and changes in discount rates could all adversely affect our ultimate expected losses. We believe the actuarial valuation provides the best estimate of the ultimate expected losses, and we have recorded the present value of the actuarially determined ultimate losses for the insurance related liabilities mentioned above. Leases We account for our leases in accordance with Accounting Standards Codification (“ASC”) 842 which requires that lessees recognize assets and liabilities arising from operating leases on the balance sheet and disclose key information about leasing arrangements. Nearly all of our store locations and all of our corporate office facilities, and warehouse and distribution centers are leased. 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 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 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. 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. Net Sales We sell merchandise under implicit contracts whereby the transaction price is the listed sales price less any discounts or coupons applied. Our typical coupons offer a discount, which is applied immediately at the time of purchase. However, under certain circumstances we may issue a coupon, or similar incentive, which may contain a material future right. 76 Revenue from merchandise sales is recognized, net of sales tax, when the Company’s performance obligation to the customer is met, which is when the Company transfers control of the merchandise to the customer. Store merchandise sales are recognized at the point of sale. For e-commerce sales, significant judgment is applied in determining when the transfer of control occurs, which we believe occurs upon customer receipt, and accordingly online merchandise sales are recognized upon delivery of the merchandise to the customer. The Company does not extend a material amount of credit. 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 Current Liabilities, respectively, in our Consolidated Balance Sheets. Merchandise returns are estimated based on historical experience. Cost of Goods Sold Cost of goods sold includes the direct cost of merchandise and costs related to procurement, warehousing and distribution. These costs consist primarily of tariffs, payroll and benefits, distribution center occupancy costs, depreciation and freight. Shipping and Handling Costs Shipping and handling costs billed to customers are included in net sales. Shipping and handling costs that we incur associated with shipping products to customers are included in Cost of Goods Sold. Vendor Allowances Vendor allowances include volume purchase rebates, promotional and advertising allowances, cooperative advertising funds and support for new store openings. These allowances are generally determined for each fiscal year. Allowances related to the purchase of merchandise inventories are recorded as a reduction of cost of goods sold as the related merchandise is sold. Allowances for cooperative advertising and promotion programs and other expenses are recorded in selling, general and administrative expenses as a reduction of the related costs as the related expense is incurred. Any such allowance in excess of actual costs incurred that are included in selling, general and administrative expenses, or that do not require proof of performance, are recorded as a reduction of cost of sales. For volume purchase rebates, we record an estimate of vendor allowances earned based on the latest projected purchase volumes. Selling, General and Administrative Expenses 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. 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 Advertising costs are expensed as incurred. Advertising expenses, net of specific vendor allowances, were $ 169.8 million, $ 155.7 million and $ 153.7 million in 2025, 2024 and 2023, respectively. Pre-Opening Expenses Non-capital expenditures associated with opening new stores and distribution centers prior to sales generation or start of operations, which consist primarily of occupancy costs, marketing, payroll and recruiting costs, are expensed as incurred. The following table summarizes our pre-opening expense activity for the periods presented: Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Number of new stores opened 24 16 14 Pre-opening expenses (in millions) $ 14.6 $ 13.9 $ 8.3 77 Equity Compensation We account for equity compensation in accordance with ASC 718, which requires the measurement and recognition of compensation expense for all equity awards made to employees based on estimated fair values on the grant date. Option equity award fair values are estimated on the date of grant using an option-pricing model and restricted unit fair values are based on the estimated unit price on the date of the grant. For awards with service-based vesting requirements only, the fair value of the award is recognized as expense over the requisite service period, and for awards with performance-based vesting requirements, the fair value of the award ultimately expected to meet the performance target is recognized as expense over the service period. We recognize forfeitures as they occur. Share Repurchases 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. The timing, manner, price and amount of any common share repurchases under the 2024 Share Repurchase Program will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, economic and market conditions. The 2024 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. The following table summarizes our share repurchases for the periods presented: Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Shares Repurchased 3,930,672 6,544,337 3,651,231 Aggregate amount paid (amounts in millions) (1) $ 200.8 $ 368.3 $ 204.2 (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 January 31, 2026, we had $ 436.6 million available for share repurchases pursuant to the 2024 Share Repurchase Program. Income Taxes The Company is subject to U.S. federal, state and foreign income taxes. 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. 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. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including recent results of operations, future reversals of existing taxable temporary differences, projected future taxable income and tax planning strategies. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets if it is more-likely-than-not that all or a portion of the asset will not be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more-likely-than-not the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are measured based on the largest benefit having a greater than 50% likelihood of being ultimately sustained. Interest and penalties from income tax matters are recognized in Income Tax Expense. 78 Reclassifications 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. Other Income 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 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. Operating Segment Given the similar business activities, economic characteristics, products sold, customer base and methods of procurement, as well as the similar marketing and promotional activities of our stores and our academy.com website, we report our financial results as one reportable segment. Substantially all of the Company’s identifiable assets are located in the United States. Comprehensive Income (Loss) The Company has no components of other comprehensive income (loss), and therefore, comprehensive income equals net income. 79 Recent Accounting Pronouncements U.S. Income Tax Regulations On July 4, 2025, an Act to provide for reconciliation pursuant to title II of H. Con. Res. 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 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to enhance the disclosures on reportable segments. Under this pronouncement, all public entities (including those with a single reporting segment) are required to include incremental disclosures related to a public entity’s reportable segments, including disclosure of disaggregated expense information that is regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be adopted retrospectively. The Company adopted ASU 2023-07 retrospectively effective February 1, 2025 (see Note 14). The adoption of this standard did not have a material impact on the Company’s consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This pronouncement is intended to enhance the transparency and decision usefulness of income tax disclosures and establishes new income tax disclosure requirements, including requiring disaggregation of a reporting entity’s effective tax rate reconciliation and disaggregation of the income taxes paid based on the applicable tax jurisdiction. 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 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. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. 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. 80 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. 3. Net Sales 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 January 31, 2026 February 1, 2025 February 3, 2024 Merchandise division sales (1) Outdoors $ 1,831,038 $ 1,809,653 $ 1,807,664 Sports and recreation 1,339,608 1,293,135 1,376,777 Apparel 1,645,642 1,606,333 1,705,791 Footwear 1,201,545 1,187,606 1,235,644 Total merchandise sales (2) 6,017,833 5,896,727 6,125,876 Other sales (3) 35,581 36,723 33,415 Net sales $ 6,053,414 $ 5,933,450 $ 6,159,291 (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 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. These identified amounts are recorded as net sales and recognized in proportion to historical redemption trends, which is referred to as “breakage”. The following is a reconciliation of the gift card liability (amounts in thousands): Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Gift card liability, beginning balance $ 96,469 $ 94,155 $ 90,650 Issued 142,708 133,445 134,741 Redeemed ( 131,599 ) ( 122,784 ) ( 124,370 ) Recognized as breakage income ( 8,020 ) ( 8,347 ) ( 6,866 ) Gift card liability, ending balance $ 99,558 $ 96,469 $ 94,155 81 4. Long-Term Debt Our debt consisted of the following (amounts in thousands) as of: January 31, 2026 February 1, 2025 ABL Facility, due March 2029 $ — $ — Term Loan, due November 2027 85,750 88,750 Notes, due November 2027 400,000 400,000 Total debt 485,750 488,750 Less current maturities ( 3,000 ) ( 3,000 ) Less unamortized discount on Term Loan ( 227 ) ( 361 ) Less deferred loan costs (1) ( 1,730 ) ( 2,710 ) Long-term debt, net $ 480,793 $ 482,679 (1) Deferred loan costs are related to the Term Loan and Notes. 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. Total expenses related to accretion of original issuance discount were $ 0.1 million, $ 0.2 million and $ 0.3 million in 2025, 2024 and 2023, respectively. 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. ABL Facility 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. 82 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. Term Loan We refer to the 2020 Term Loan and then amendments thereto collectively as the “Term Loan”. On November 6, 2020, Academy, Ltd. entered into a seven-year $ 400.0 million senior secured term loan (the “2020 Term Loan”) with Credit Suisse AG, Cayman Island Branch (“Credit Suisse”), as the administrative agent and collateral agent and the several other lenders and parties named therein. The 2020 Term Loan bore interest, at Academy, Ltd.’s election, at either (1) LIBOR rate with a floor of 0.75 %, plus a margin of 5.00 %, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50 %, (b) Credit Suisse’s “prime rate”, or (c) the one-month LIBOR rate plus 1.00 %, plus a margin of 4.00 %. In connection with the 2020 Term Loan, the Company capitalized related professional fees of $ 5.8 million as deferred loan costs. 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). The transition of our Term Loan to Adjusted Term SOFR became effective on August 1, 2023. Borrowings under the Term Loan bear interest, at our election, at either (1) Adjusted Term SOFR with a floor of 0.75 % rate plus a margin of 3.75 % or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50 %, (b) the U.S. “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 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. The terms and conditions of the Term Loan also require that the outstanding balance under the Term Loan is prepaid under certain circumstances. On February 1, 2024, 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 $ 1.5 million in 2023 from the write-off of deferred loan costs related to the original issuance discount associated with the Term Loan. 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 January 31, 2026, no prepayment was due under the terms and conditions of the Term Loan. 83 Notes 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. the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (in such capacity, the “Notes Collateral Agent”). The Notes pay interest semi-annually in arrears in cash on May 15 and November 15 of each year at a rate of 6.00 % per year, which commenced on May 15, 2021. In connection with issuance of the Notes, the Company capitalized related professional fees of $ 5.2 million as deferred loan costs. The Notes are fully and unconditionally guaranteed on a senior secured basis by each of NAHC, Associated Investors L.L.C. and Academy Managing Co., L.L.C., each a direct or indirect, wholly-owned subsidiary of the Company (collectively, the “Guarantors”), and each of Academy, Ltd.’s future wholly-owned domestic restricted subsidiaries, to the extent such subsidiary guarantees Academy, Ltd.’s senior secured credit facilities or certain capital markets debt. On or after November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem all or a part of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem all or part of the Notes at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium as described in the Indenture. In addition, at any time prior to November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem up to 40 % of the aggregate principal amount of the Notes at a redemption price equal to 106 % of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more equity offerings to the extent such net cash proceeds are received by or contributed to Academy, Ltd., plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), Academy, Ltd. will be required to make an offer to repurchase all of the Notes at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. 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. Liens and guarantees. The ABL Facility has a first priority lien on all Academy, Ltd.'s cash, accounts receivable, inventory, deposit and securities accounts and proceeds therefrom (the “ABL Collateral”). Additionally, the ABL Facility has a second priority lien on all other collateral of the Term Loan. All obligations under the Term Loan and the guarantees of those obligations are secured by: • a second-priority security interest in the ABL Collateral; • a first-priority security interest in, and mortgages on, substantially all present and after acquired tangible and intangible assets of Academy, Ltd and the Guarantors; and • a first-priority pledge of 100 % of the capital stock of Academy, Ltd. and its domestic subsidiaries and 66 % of the voting capital stock of each of Academy, Ltd.'s foreign subsidiaries, if any, that are directly owned by Academy, Ltd. or a future U.S. guarantor, if any. 84 The Term Loan is guaranteed by the Guarantors on a senior secured basis. All obligations under the Term Loan and the guarantees of those obligations will be secured by: • a second-priority security interest in the ABL Priority Collateral; • a first-priority security interest in, and mortgages on, substantially all present and after acquired tangible and intangible assets of Academy and the Guarantors; and • a first-priority pledge of 100 % of the capital stock of Academy and its domestic subsidiaries and 66 % of the voting capital stock of each of Academy’s foreign subsidiaries, if any, that are directly owned by Academy or a future U.S. guarantor, if any. In order to secure the Notes and the guarantees, Academy, Ltd. and the Guarantors entered into certain security documents with the Notes Collateral Agent, including a security agreement and a pledge agreement, each dated as of November 6, 2020. The Notes and the guarantees are secured by: • a first-priority lien on all of Academy, Ltd.’s and the Guarantors’ personal property that secure the Term Loan on a first-priority basis; and • a second-priority lien on Academy, Ltd.’s and the Guarantors’ personal property consisting of accounts and all other rights to payment, inventory, tax refunds, cash, deposit accounts, securities and commodities accounts, and documents and supporting obligations, securing the ABL Facility on a first-priority basis and the Term Loan on a second-priority basis (the “ABL Priority Collateral”). Covenants. The ABL Facility, Term Loan and Notes agreements contain covenants, including, among other things, covenants that may restrict Academy, Ltd.'s ability to incur certain additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, pay dividends, make other restricted payments, make loans or advances, engage in transactions with affiliates or amend material documents. Additionally, at certain times, the ABL Facility is subject to a minimum adjusted fixed charge coverage ratio. These covenants are subject to certain qualifications and limitations. 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): Fiscal Year 2026 $ 3,000 2027 482,750 2028 — 2029 — 2030 — Total $ 485,750 5. Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of the assets and liabilities. The fair value measurements are classified as either: • Level 1 which represents valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 which represents valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 which represents valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). 85 In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the fair value measurement is classified in its entirety, is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers made into or out of the Level 1, 2 or 3 categories during any period presented. Other Financial Instruments Periodically we make cash investments in money market funds comprised of U.S. Government treasury bills and securities, which are classified as cash and redeemable on demand. 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 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. 6. Property and Equipment Property and equipment consists of the following (amounts in thousands) as of: January 31, 2026 February 1, 2025 Leasehold improvements $ 777,207 $ 663,869 Equipment and software 782,547 733,939 Furniture and fixtures 473,990 431,577 Construction in progress 29,758 54,236 Building and land 11,964 16,010 Total property and equipment 2,075,466 1,899,631 Accumulated depreciation and amortization ( 1,491,363 ) ( 1,374,495 ) Property and equipment, net $ 584,103 $ 525,136 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. 86 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of: January 31, 2026 February 1, 2025 Accrued interest $ 7,803 $ 7,634 Accrued personnel costs 55,922 46,178 Accrued professional fees 2,783 13,466 Accrued sales and use tax 14,306 4,772 Accrued self-insurance 17,539 15,205 Deferred revenue - gift cards and other 102,200 98,641 Income taxes payable 779 6,090 Property taxes 19,123 16,833 Sales return allowance 4,400 4,400 Other 19,053 17,104 Accrued expenses and other current liabilities $ 243,908 $ 230,323 8. Share-Based Compensation On September 29, 2020, the ASO, Inc. Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which became effective on October 1, 2020. The plan reserved a total of 5,150,000 shares of common stock for issuance. 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 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 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 January 31, 2026 February 1, 2025 February 3, 2024 Equity compensation expense (1) $ 21,176 $ 26,629 $ 24,377 Total related tax benefit $ 4,503 $ 5,822 $ 5,245 (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. 87 2011 Unit Incentive Plan The 2011 Unit Incentive Plan provides for the grant of certain equity incentive awards (each, an “Award”), such as options to purchase ASO, Inc. common stock (each, a “Unit Option”) and restricted units that may settle in ASO, Inc. common stock (each, a “Restricted Unit”) to our directors, executives, and eligible employees of the Company. Unit Options granted under the 2011 Unit Incentive Plan consist of Unit Options that vest upon the satisfaction of time-based requirements (each, a “Service Unit Option”) and Unit Options that vest upon the satisfaction of both time-based requirements and Company performance-based requirements (each, a “Performance Unit Option”). Restricted Units granted under the 2011 Unit Incentive Plan consist of Restricted Units that vest upon the satisfaction of time-based requirements (each, a “Service Restricted Unit”) and Restricted Units that vest upon the satisfaction of a liquidity event-based requirement together with a time-based requirement and/or a performance-based requirement (each, a “Liquidity Event Restricted Unit”). In each case, vesting of the Company’s outstanding and unvested Unit Options and Restricted Units is contingent upon the holder’s continued service through the date of each applicable vesting event. Concurrent with the adoption of the 2020 Omnibus Incentive Plan on October 1, 2020, no further Awards are authorized to be granted under the 2011 Unit Incentive Plan. 2020 Omnibus Incentive Plan The 2020 Omnibus Incentive Plan provides for the grant of Awards such as options to purchase ASO, Inc. common stock (each, a “Stock Option”) and restricted stock units which may settle in ASO, Inc. common stock (each, a “Restricted Stock Unit”) to our directors, executives, and eligible employees of the Company. Stock Options granted under the 2020 Omnibus Incentive Plan consist of Stock Options that vest upon the satisfaction of time-based requirements, each, a “Service Stock Option” (Service Unit Options and Service Stock Options together are “Service Options”). Restricted Stock Units granted under the 2020 Omnibus Incentive Plan consist of Restricted Stock Units that vest upon the satisfaction of time-based requirements (each, a “Service Restricted Stock Unit”) and Restricted Stock Units that vest upon the satisfaction of a time-based requirement and performance-based and/or market-based requirements (each, a “Performance Restricted Stock Unit”). In each case, vesting of the Company’s outstanding and unvested Stock Options and Restricted Stock Units is contingent upon the holder’s continued service through the date of each applicable vesting event. ESPP Our ESPP allows eligible employees to contribute up to 15 % of their eligible earnings toward the semi-annual purchase of the Company's shares of common stock at a discount of 15 % of the closing stock price on the first or last day of the six-month offering period, whichever is lower. The number of shares reserved for issuance under the ESPP will be increased automatically on the first day of each fiscal year, beginning in fiscal year 2021, by a number equal to the lesser of (1) 1,000,000 shares of common stock, (2) 2.0 % of the total number of all classes of the company's common stock outstanding on the last day of the immediately preceding fiscal year, or (3) a lower number of shares determined by the ASO, Inc. Board of Directors. Service Option Fair Value Assumptions The fair value for Service Options granted was estimated using a Black-Scholes option-pricing model. The expected lives of the Service Options granted were based on the “SEC simplified” method. Expected price volatility was determined based on our own volatility and the implied volatilities of comparable companies over a historical period that matches the expected life of the Service Options. The risk-free interest rate was based on the expected U.S. Treasury rate over the expected life. 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. 88 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 Expected life in years 6.0 Expected volatility 46 % to 51 % Weighted-average volatility 47.8 % Risk-free interest rate 3.7 % to 4.4 % Dividend yield 0.6 % Weighted-average grant date fair value - Service Options $ 27.60 Option Activity Option activity is as follows: Service Options Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 28, 2023 3,570,694 $ 24.27 7.3 $ 112,050 Granted 262,640 58.13 Canceled ( 694 ) 13.00 Forfeited ( 228,160 ) 39.14 Exercised ( 988,682 ) 20.00 $ 36,277 Outstanding as of February 3, 2024 2,615,798 $ 27.99 6.7 $ 95,479 Granted — — Canceled — — Forfeited ( 52,211 ) 33.29 Exercised ( 201,479 ) 22.27 $ 7,846 Outstanding as of February 1, 2025 2,362,108 $ 28.36 5.8 $ 57,965 Granted — — Canceled ( 10,505 ) 53.20 Forfeited ( 38,431 ) 41.46 Exercised ( 175,351 ) 25.43 $ 4,143 Outstanding as of January 31, 2026 (1) 2,137,821 $ 28.24 4.8 $ 58,149 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. Therefore, the number of awards vested and expected to vest is equal to the awards outstanding. 89 Performance Unit Options Unit Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 28, 2023 218,477 $ 16.59 5.5 $ 8,534 Granted — — Canceled — — Forfeited — — Exercised ( 95,915 ) 16.63 $ 3,656 Outstanding as of February 3, 2024 122,562 $ 16.55 5.0 $ 5,874 Granted — — Canceled — — Forfeited — — Exercised ( 2,323 ) 16.70 $ 104 Outstanding as of February 1, 2025 120,239 $ 16.55 4.1 $ 4,300 Granted — — Canceled — — Forfeited — — Exercised ( 620 ) 13.86 $ 22 Outstanding as of January 31, 2026 (1) 119,619 $ 16.57 3.1 $ 4,599 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 $ 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. 90 Restricted Unit Activity Restricted Unit activity is as follows: 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 Granted 393,131 60.37 250,384 57.91 Vested ( 173,225 ) 39.48 ( 149,190 ) 32.82 Forfeited ( 92,151 ) 51.32 ( 88,301 ) 47.94 Non-vested as of February 3, 2024 564,863 $ 51.80 311,822 $ 48.85 Granted 435,520 62.86 129,041 65.48 Vested ( 246,171 ) 49.79 ( 47,180 ) 33.78 Forfeited ( 77,703 ) 58.73 ( 9,521 ) 34.87 Non-vested as of February 1, 2025 676,509 $ 58.85 384,162 $ 56.63 Granted 571,629 49.13 165,055 49.98 Vested ( 300,557 ) 55.87 ( 35,695 ) 31.91 Forfeited ( 81,559 ) 56.13 ( 31,712 ) 61.31 Non-vested as of January 31, 2026 866,022 $ 53.73 481,810 $ 55.88 Vesting 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 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. The Company’s outstanding and unvested Performance Restricted Units typically vest either (i) if granted during 2023, 2024 or 2025, on the third anniversary of the Performance Restricted Unit's performance period if the Company achieves the performance metrics for the performance period, or (ii) if granted prior to 2023, annually each year on the vesting commencement date, so long as the Company achieved (a) the performance metric for the performance period or (b) achieves a stated target share price. In the event of certain Company change of control transactions, the Company's then-outstanding and unvested Awards will become fully vested and exercisable subject to certain criteria (as defined in the award agreements). For certain Awards granted in 2022 and all Awards granted in 2023, for team members that meet the age and service requirement for retirement eligibility (as defined in the award agreement), such Awards do not require the continued employment of the team member for vesting eligibility. In such cases, expensing of Awards is accelerated through the retirement eligibility date. 91 9. Earnings per Common Share Basic earnings per common share is calculated based on net income divided by the basic weighted average common shares outstanding during the period, and diluted earnings per common share is calculated based on net income divided by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding is based on the basic weighted average common shares outstanding plus any potential dilutive effect of stock-based awards outstanding during the period using the treasury stock method, which assumes the potential proceeds received from the dilutive stock options are used to purchase treasury stock. Anti-dilutive stock-based awards do not include awards which have a performance or liquidity event target which has yet to be achieved. Basic and dilutive weighted average common shares outstanding and basic and diluted earnings per common share are calculated as follows (amounts in thousands except per share amounts): Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Net income $ 376,768 $ 418,447 $ 519,190 Weighted average common shares outstanding - basic 66,612 71,343 75,389 Dilutive effect of Service Restricted Units and Service Restricted Stock Units 318 316 327 Dilutive effect of Performance Restricted Stock Units 27 85 165 Dilutive effect of Service Options 945 1,153 1,439 Dilutive effect of Performance Unit Options 79 86 112 Dilutive effect of ESPP Shares 53 65 37 Weighted average common shares outstanding - diluted 68,034 73,048 77,469 Earnings per common share - basic $ 5.66 $ 5.87 $ 6.89 Earnings per common share - diluted $ 5.54 $ 5.73 $ 6.70 Anti-dilutive stock-based awards excluded from diluted calculation 210 126 128 92 10. Income Taxes The income tax provision consists of the following (amounts in thousands): Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Current expense: Federal $ 10,680 $ 62,162 $ 125,325 State 9,369 19,717 22,869 Foreign 431 64 19 Total current expense (a) 20,480 81,943 148,213 Deferred expense (benefit): Federal 83,590 36,750 ( 3,395 ) State 5,219 1,085 ( 817 ) Foreign — — ( 35 ) Total deferred expense (benefit) (a) 88,809 37,835 ( 4,247 ) Income tax expense $ 109,289 $ 119,778 $ 143,966 (a) 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 Non-U.S. 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 (dollar amounts in thousands): Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 U.S. 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 ) — — — Tax credits 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 % (a) State taxes in Texas, Louisiana, Georgia, and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category. 93 Components of deferred tax assets and liabilities consist of the following (amounts in thousands): January 31, 2026 February 1, 2025 Deferred tax assets: Accounts receivable $ 417 $ 643 Accrued liabilities and reserves 24,666 19,824 Lease liabilities 327,724 — Equity compensation 8,350 9,934 Other 2,146 1,389 Total deferred tax assets 363,303 31,790 Deferred tax liabilities: Inventory ( 6,068 ) ( 21,199 ) Prepaid items ( 17,318 ) ( 15,551 ) Property and equipment ( 49,865 ) ( 2,048 ) Right-of-use assets ( 287,144 ) — Intangible assets ( 303,615 ) ( 249,804 ) Other 53 ( 3 ) Total deferred tax liabilities ( 663,957 ) ( 288,605 ) Net deferred tax liability $ ( 300,654 ) $ ( 256,815 ) Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances annually. 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 2023 through 2025, and 2022 through 2025, respectively. On July 4, 2025, an Act to provide for reconciliation pursuant to title II of H. Con. Res. 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. 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 U.S. federal $ 21,633 $ 69,000 $ 110,328 U.S. state and local: Texas 3,928 3,775 3,838 Tennessee 3,143 2,315 2,131 Other 9,099 13,300 15,820 Total U.S. state and local $ 16,170 $ 19,390 $ 21,789 Non-U.S. 18 11 9 Total cash paid for income taxes (net of refunds) $ 37,821 $ 88,401 $ 132,126 94 11. Leases 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 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 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. 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 January 31, 2026 February 1, 2025 February 3, 2024 Operating lease expense $ 239,853 $ 222,709 $ 214,672 Short-term lease expense — — — Variable lease expense 12,555 10,472 10,405 Sublease income ( 557 ) ( 498 ) ( 463 ) Net lease expense $ 251,851 $ 232,683 $ 224,614 Information about our operating leases is as follows (dollar amounts in thousands): Fiscal Year Ended 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 January 31, 2026 February 1, 2025 Weighted-average remaining lease term in years 9.8 9.6 Weighted-average incremental borrowing rate 8.3 % 8.6 % 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. 95 The remaining maturities of lease liabilities by fiscal year as of January 31, 2026 are as follows (amounts in thousands): 2026 $ 255,492 2027 246,058 2028 228,670 2029 211,970 2030 193,471 After 2030 914,873 Total lease payments (1) 2,050,534 Less: Interest ( 641,876 ) Present value of lease liabilities $ 1,408,658 (1) Minimum lease payments have not been reduced by sublease rentals of $ 1.4 million due in the future under non-cancelable subleases. 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 January 31, 2026, the future minimum lease payments on these leases approximated $ 317.0 million. 12. Commitments and Contingencies Technology Related Commitments and Other 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 During the normal course of business, we enter into contracts that contain a variety of representations and warranties and provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we believe the risk of loss to be remote. Legal Proceedings We are a defendant or co-defendant in lawsuits, claims and demands brought by various parties relating to matters normally incident to our business. 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 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; however, the ultimate outcome of these cases cannot be determined at this time. We believe, taking into consideration our indemnities, defenses, insurance and reserves, the ultimate resolution of these matters will not have a material impact on our financial position, results of operations or cash flows. In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding our business. 96 13. Employee Benefit Plans 401(k) Plan 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 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 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. Employer contributions related to the 401(k) Plan totaled $ 16.9 million, $ 15.7 million and $ 15.5 million in 2025, 2024 and 2023, respectively . 14. Segment Information The Company’s retail operations represent one operating segment and one reportable segment, which derives revenues from customers by selling full-line sporting goods and outdoor recreational products. The Company’s retail stores and online selling channels sell similar products and services, use similar selling processes, and sell to similar classes of customers. See Note 1 to the consolidated financial statements for information related to the products and services offered as well as business operations. The accounting policies of the Company's single reportable segment are the same as those described in the summary of significant accounting policies in Note 2 to the consolidated financial statements. All intercompany transactions within the single reportable segment are eliminated upon consolidation. The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM allocates resources and assesses performance at a Company level using consolidated net income, which is a GAAP measure, as reported on the Consolidated Statements of Income. The CODM evaluates the Company's assets as reported on the Company's Consolidated Balance Sheets. The CODM evaluates significant segment expenses and makes decisions about the retail business based on the cost of goods we sell and the selling, general, and administrative expenses needed to sell those goods as reported on the Consolidated Statements of Income. See the Company's consolidated financial statements included in Part IV Item 15 for more information. 15. Subsequent Events 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. Item 16. Form 10–K Summary None. 97 Index to Exhibits Exhibit Number Description of Exhibit 3.1 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). 3.2 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). 4.1 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). 4.2* Description of Securities Registered Under Section 12 of the Exchange Act. 10.1 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. and Academy Managing Co., L.L.C., as Texas Intermediate Holdcos, the several lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent and the several other parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 6, 2020). 10.2 Amendment No. 4, dated May 25, 2021, to the Second Amended and Restated Credit Agreement among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent, the several lenders party thereto and the several other parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 25, 2021). 10.3 Conforming Changes Amendment to the Credit Agreement, dated May 17, 2023, which amends that certain Second Amended and Restated Credit Agreement, dated November 6, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Academy, Ltd., as Borrower, New Academy Holding Company, LLC, as Holdings, Associated Investors, L.L.C. and Academy Managing Co., L.L.C., as Texas Intermediate Holdcos, the lending institutions from time to time party thereto and Credit Suisse AG, Cayman Island Branch, as the Administrative Agent and the Collateral Agent and the several other parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 31, 2023). 10.4 Amended and Restated Term Loan Security Agreement, dated as of July 2, 2015, among Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto, and Morgan Stanley Senior Funding, Inc., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10.5 Amended and Restated Term Loan Pledge Agreement, dated as of July 2, 2015, among New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto and Morgan Stanley Senior Funding, Inc., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10.6 ABL Intercreditor Agreement, dated July 2, 2015, among JPMorgan Chase Bank, N.A., as agent for the ABL Secured Parties referred to therein, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the Term Loan Secured Parties referred to therein, New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, Academy, Ltd., as Borrower, and each of the subsidiaries of the Borrower listed on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10.7 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). 10.8 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). 98 Exhibit Number Description of Exhibit 10.9 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). 10.10 Amended and Restated ABL Security Agreement, dated as of July 2, 2015, among Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto, and JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10.11 Amended and Restated ABL Pledge Agreement, dated July 2, 2015, among New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10.12 First Amended and Restated ABL Credit Agreement, dated July 2, 2015, among Academy, Ltd., as Borrower, New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, the lending institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Swingline Lender (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10.13 Amendment No. 1 to First Amended and Restated ABL Credit Agreement, dated as of May 22, 2018, among Academy, Ltd., as Borrower, New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, each of the Guarantors party thereto, each of the lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Swingline Lender (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10.14 Amendment No. 2 to First Amended and Restated ABL 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. and Academy Managing Co., L.L.C., as Texas Intermediate Holdcos, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as the letter of credit issuer, administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 6, 2020). 10.15 Amendment No. 3, dated March 30, 2023, to First Amended and Restated ABL Credit Agreement, among Academy, Ltd., as Borrower, New Academy Holding Company, LLC, as Holdings, Associated Investors, L.L.C. and Academy Managing Co., L.L.C., as Texas Intermediate Holdcos, the lending institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Swingline Lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on June 6, 2023) 10.16 Amendment No. 4, dated March 8, 2024, to the First Amended and Restated ABL Credit agreement, dated as of July 2, 2015, among Academy, Ltd., as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C., and Academy Managing Co., L.L.C., as guarantors, the several lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as the letter of credit issuer, swingline lender, administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on March 8, 2024). 10.17 Notes Security 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 10.13 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021). 10.18 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). 10.19† 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). 10.20† 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). 99 Exhibit Number Description of Exhibit 10.2 1 † 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). 10.2 2 † 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). 10.2 3 † 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). 10.2 4 † 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). 10.2 5 † 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). 10.2 6 † 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). 10. 27 † 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). 10. 28 † 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). 10. 29 † 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). 10.3 0 † 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). 10.3 1 † Form of Time-Based Option Agreement under 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10. 32 † 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). 10. 33 † 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). 10. 34 † 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). 10. 35 † Form of 2019 CEO Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10. 36 † Form of 2019 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10. 37 † 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). 10. 3 8 † 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). 10. 39 † 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). 10. 4 0 † 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). 10. 4 1 † 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). 10. 4 2 † 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). 100 Exhibit Number Description of Exhibit 10. 4 3 † Samuel (Sam) J. Johnson Amended and Restated Employment Agreement, dated October 23, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 23, 2023). 10. 4 4 † Earl Carlton (Carl) Ford, IV Employment Agreement, dated July 6, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 11, 2023). 10. 4 5 † 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.34 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020). 10. 4 6 † 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). 10. 4 7 † 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). 10. 48 † 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). 19.1 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). 21.1* Subsidiaries of the Registrant. 23.1* Consent of Deloitte & Touche LLP (with respect to the financial statements of Academy Sports and Outdoors, Inc.). 31.1* Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1†* Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed on March 21, 2024). 101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 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 January 31, 2026 has been formatted in Inline XBRL. * Filed herewith ** This certification accompanies each report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. † Management contract or compensatory plan or arrangement The agreements and other documents filed as exhibits to this Annual Report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. 101 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on March 17, 2026 on its behalf by the undersigned, thereto duly authorized. ACADEMY SPORTS AND OUTDOORS, INC. By: /s/ EARL CARLTON FORD, IV Earl Carlton Ford, IV Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ STEVEN LAWRENCE Chief Executive Officer and Director March 17, 2026 Steven Lawrence (principal executive officer) /s/ EARL CARLTON FORD, IV Executive Vice President and Chief Financial Officer March 17, 2026 Earl Carlton Ford, IV (principal financial officer and principal accounting officer) /s/ KEN C. HICKS Chairman of the Board March 17, 2026 Ken C. Hicks /s/ WENDY A. BECK Director March 17, 2026 Wendy A. Beck /s/ MICHAEL P. DASTUGUE Director March 17, 2026 Michael P. Dastugue /s/ SHANNON HENNESSY Director March 17, 2026 Shannon Hennessy /s/ CLAY M. JOHNSON Director March 17, 2026 Clay M. Johnson /s/ BRIAN T. MARLEY Director March 17, 2026 Brian T. Marley /s/ TOM M. NEALON Director March 17, 2026 Tom M. Nealon /s/ THERESA E. PALERMO Director March 17, 2026 Theresa E. Palermo /s/ MONIQUE PICOU Director March 17, 2026 Monique Picou /s/ BERYL B. RAFF Director March 17, 2026 Beryl B. Raff /s/ JEFF C. TWEEDY Director March 17, 2026 Jeff C. Tweedy 102 ACADEMY SPORTS AND OUTDOORS, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at beginning of period Charged to costs and expenses Deductions Balance at end of period January 31, 2026: Allowance for doubtful accounts $ 2,752 1,069 ( 2,029 ) (1) $ 1,792 Sales return allowance 4,400 4,300 (2) ( 4,300 ) (2) 4,400 Inventory shrink adjustments 18,937 89,360 ( 100,576 ) (3) 7,721 Self-insurance reserves 25,232 91,124 ( 87,131 ) (4) 29,225 February 1, 2025: Allowance for doubtful accounts $ 2,217 $ 1,936 $ ( 1,401 ) (1) $ 2,752 Sales return allowance 6,400 10,500 (2) ( 12,500 ) (2) 4,400 Inventory shrink adjustments 11,822 82,233 ( 75,118 ) (3) 18,937 Self-insurance reserves 25,010 74,941 ( 74,719 ) (4) 25,232 February 3, 2024: Allowance for doubtful accounts $ 2,004 1,107 ( 894 ) (1) $ 2,217 Sales return allowance 6,100 11,200 (2) ( 10,900 ) (2) 6,400 Inventory shrink adjustments 4,960 99,444 ( 92,582 ) (3) 11,822 Self-insurance reserves 30,170 70,509 ( 75,669 ) (4) 25,010 (1) Represents write-offs to the reserve. (2) Represents the monthly increase (decrease) in the required reserve based on the Company's evaluation of anticipated merchandise returns. (3) Represents the actual inventory shrinkage experienced at stores. (4) Represents claim payments for self-insured claims. 103