What changed in this filing

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Item 1. Financial Statements

2026-06-10 compared with 2025-12-09 · 109 added, 162 removed, 301 unchanged (47% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except per share data)

November 1, 2025 February 1, 2025 November 2, 2024

May 2, 2026 January 31, 2026 May 3, 2025

CURRENT ASSETS:

29 unchanged sentences

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

68,332,961 and 69,932,128 issued and outstanding as of November 1, 2025, February 1, 2025 and November 2, 2024, respectively

64,945,953 and 66,466,377 issued and outstanding as of May 2, 2026, January 31, 2026 and May 3, 2025, respectively.

Additional paid-in capital 254,512 256,351 244,388

6 unchanged sentences

(Amounts in thousands, except per share data)

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

NET SALES $ 1,442,003 $ 1,351,409

4 unchanged sentences

INTEREST EXPENSE, NET 8,988 9,044

WRITE OFF OF DEFERRED LOAN COSTS — — — 449

OTHER INCOME, NET 3,222 2,807

14 unchanged sentences

Shares Amount

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

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

Net income — — — 52,703 52,703

6 unchanged sentences

Balances as of May 2, 2026 63,507 $ 635 $ 254,512 $ 1,865,819 $ 2,120,966

Net income — — — 125,434 125,434

Equity compensation — — 7,602 — 7,602

Settlement of vested Restricted Stock Units, net of shares withheld 46 1 ( 420 ) — ( 419 )

Issuance of common stock under employee stock purchase plan 73 2 2,779 — 2,781

Stock option exercises, net of shares withheld 40 1 1,168 — 1,169

Cash dividends declared, $ 0.13 per share

— — — ( 8,649 ) ( 8,649 )

Balances as of August 2, 2025 66,625 $ 666 $ 255,517 $ 1,818,967 $ 2,075,150

Net income — — — 71,562 71,562

Equity compensation — — 7,580 — 7,580

Settlement of vested Restricted Stock Units, net of shares withheld 15 — ( 321 ) — ( 321 )

Stock option exercises, net of shares withheld 37 1 960 — 961

Cash dividends declared, $ 0.13 per share

— — — ( 8,663 ) ( 8,663 )

Balances as of November 1, 2025 66,677 $ 667 $ 263,736 $ 1,881,866 $ 2,146,269

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Amounts in thousands, except per share data)

Paid-In Capital Retained Earnings Total Stockholders' Equity

9 unchanged sentences

Balances as of May 3, 2025 66,466 $ 662 $ 244,388 $ 1,702,182 $ 1,947,232

Net income — — — 142,588 142,588

Equity compensation — — 7,955 — 7,955

Repurchase of common stock for retirement ( 1,810 ) ( 18 ) ( 6,961 ) ( 91,802 ) ( 98,781 )

Settlement of vested Restricted Stock Units, net of shares withheld 43 — ( 574 ) — ( 574 )

Issuance of common stock under employee stock purchase plan 62 1 2,818 — 2,819

Stock option exercises, net of shares withheld 30 — 787 — 787

Cash dividends declared, $ 0.11 per share

— — — ( 7,921 ) ( 7,921 )

Balances as of August 3, 2024 70,916 $ 709 $ 244,584 $ 1,707,101 $ 1,952,394

Net income — — — 65,763 65,763

Equity compensation — — 6,296 — 6,296

Repurchase of common stock for retirement ( 1,044 ) ( 10 ) ( 4,544 ) ( 49,808 ) ( 54,362 )

Settlement of vested Restricted Stock Units, net of shares withheld 45 — ( 1,059 ) — ( 1,059 )

Stock option exercises, net of shares withheld 15 — 234 — 234

Cash dividends declared, $ 0.11 per share

— — — ( 7,739 ) ( 7,739 )

Balances as of November 2, 2024 69,932 $ 699 $ 245,511 $ 1,715,317 $ 1,961,527

See Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(Amounts in thousands)

Thirty-Nine Weeks Ended

November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Deferred income taxes ( 1,345 ) ( 903 )

Write off of deferred loan costs — 449

Gain on disposal of property and equipment ( 3,634 ) —

Changes in assets and liabilities:

11 unchanged sentences

Purchases of intangible assets ( 94 ) ( 158 )

Proceeds from the sale of property and equipment 4,706 —

Net cash used in investing activities ( 38,997 ) ( 50,988 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from Revolving Credit Facilities — 3,900

Repayment of Revolving Credit Facilities — ( 3,900 )

Repayment of Term Loan ( 750 ) ( 750 )

Debt issuance fees — ( 5,690 )

Proceeds from exercise of stock options 715 1,516

Proceeds from issuance of common stock under employee stock purchase program 2,781 2,819

Taxes paid related to net share settlement of equity awards ( 6,026 ) ( 3,328 )

1 unchanged sentence

Dividends paid ( 9,646 ) ( 8,716 )

Other financing activities 6,510 —

Net cash used in financing activities ( 114,119 ) ( 110,309 )

2 unchanged sentences

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 337,810 $ 285,104

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Thirty-Nine Weeks Ended

November 1, 2025 November 2, 2024

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest $ 3,069 $ 3,358

Cash paid for income taxes $ 38,016 $ 45,788

Cash paid for income taxes, net $ 104 $ —

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:

6 unchanged sentences

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 indirect subsidiary, Academy, Ltd., a Texas limited partnership doing business as “Academy Sports + Outdoors”, or Academy, Ltd.

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.

1 unchanged sentence

Our fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31.

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

As of November 1, 2025, we operated 317 “Academy Sports + Outdoors” retail locations in 21 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee.

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

As of May 2, 2026, we operated 324 “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.

4 unchanged sentences

However, we believe that the disclosures included herein are adequate to make the information presented not misleading.

These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025 (the “Annual Report”).

These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, as filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2026 (the “Annual Report”).

The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented.

The results of operations for the thirteen and thirty-nine weeks ended November 1, 2025 are not necessarily indicative of the results that will be realized for the fiscal year ending January 31, 2026 or any other period.

The balance sheet as of February 1, 2025 has been derived from our audited financial statements as of that date.

The results of operations for the thirteen weeks ended May 2, 2026 are not necessarily indicative of the results that will be realized for the fiscal year ending January 30, 2027 or any other period.

The balance sheet as of January 31, 2026 has been derived from our audited financial statements as of that date.

For further information, refer to our audited financial statements and notes thereto included in the Annual Report.

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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 in the thirteen and thirty-nine weeks ended November 2, 2024 for comparability purposes.

Within the merchandise division sales table presented in Note 3, certain products and categories were recategorized 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 in the thirteen weeks ended May 3, 2025 for comparability purposes.

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

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 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.

On December 4, 2024, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $ 700 million of its outstanding shares through December 4, 2027 (the “2024 Share Repurchase Program”), which replaced the prior program.

Repurchases may be effected from time to time through open market purchases, block trades, privately negotiated purchases, accelerated share repurchase programs, and/or Rule 10b5-1 plans, or other discretionary trading plans, all in compliance with the rules of the SEC and other applicable legal requirements.

The timing, manner, price and amount of repurchases will depend on market conditions, share price and other factors.

The 2024 Share Repurchase Program does not require the Company to repurchase any specific number of shares, and may be suspended, modified or discontinued at any time.

The following table summarizes our share repurchases for the periods presented:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Shares repurchased 1,703,031 2,080,772

1 unchanged sentence

$ 99.3 $ 99.9

(1) Includes estimated excise tax fees of $ 0.0 million and $ 0.9 million for the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and $ 0.9 million and $ 2.9 million for the thirteen and thirty-nine weeks ended November 2, 2024, 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 November 1, 2025, we had $ 536.5 million available for share repurchases pursuant to the 2024 Share Repurchase Program.

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.

Our liability associated with these arrangements, which is presented within accounts payable on the Condensed Consolidated Balance Sheets, was $ 1.9 million, $ 3.8 million and $ 2.5 million as of November 1, 2025, February 1, 2025 and November 2, 2024, respectively.

(1) Includes excise tax fees of $ 0.8 million and $ 0.9 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

As of May 2, 2026, we had $ 338.2 million available for share repurchases pursuant to the 2024 Share Repurchase Program.

Recent Accounting Pronouncements

Income Tax Regulations

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

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

The OBBBA introduces significant changes to U.S.

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

For the fiscal year ending January 31, 2026, the Company anticipates 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 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.

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.

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

Accounting Guidance Not Yet Adopted

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

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 the annual periods for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is currently evaluating the impact that the adoption of this accounting standard will have on its annual financial disclosures.

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 (DISE ), 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.

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 should be applied prospectively with the option for retrospective application.

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.

3 unchanged sentences

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

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

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

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

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

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.

1 unchanged sentence

The following table sets forth the approximate amount of sales by merchandise divisions for the periods presented (amounts in thousands):

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Merchandise division sales (1)

6 unchanged sentences

Other sales (3)

7,561 7,398 22,761 24,630

Net Sales $ 1,442,003 $ 1,351,409

(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 in the thirteen and thirty-nine weeks ended November 2, 2024, for comparability purposes.

(1) Certain products and categories were recategorized 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 in the thirteen weeks ended May 3, 2025, 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 consisted of 10.4 % and 10.5 % of merchandise sales for the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and 8.8 % and 9.2 % for the thirteen and thirty-nine weeks ended November 2, 2024, respectively.

(2) E-commerce sales represented 11.0 % and 10.0 % of merchandise sales for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

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

1 unchanged sentence

The gift cards we sell have no expiration dates.

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

A liability for gift cards, which is recorded in Accrued Expenses and Other Current Liabilities on our Condensed 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.

1 unchanged sentence

The following is a reconciliation of the gift card liability (amounts in thousands):

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Gift card liability, beginning balance $ 99,558 $ 96,469

5 unchanged sentences

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

November 1, 2025 February 1, 2025 November 2, 2024

May 2, 2026 January 31, 2026 May 3, 2025

ABL Facility, due March 2029 $ — $ — $ —

1 unchanged sentence

Notes, due November 2027 400,000 400,000 400,000

400,000 400,000 400,000

Total debt 485,000 485,750 488,000

6 unchanged sentences

Academy, Ltd., as borrower, and certain wholly-owned subsidiaries, as guarantors, entered into an asset-based revolving $ 1 billion credit facility, dated March 8, 2024, with JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent and other lenders party thereto (as amended to date, the “ABL Facility”).

Borrowings under the ABL Facility bear interest, at our election, at either (1) adjusted term secured overnight financing rate (“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 %.

Borrowings, if any, under the ABL Facility bear interest, at our election, at adjusted term secured overnight financing rate (“Adjusted Term SOFR”) plus a margin of 1.25 % to 1.75 %.

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

As of November 1, 2025, 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, leaving an available borrowing capacity under the ABL Facility of $ 992.4 million.

Academy, Ltd., as borrower, and certain wholly-owned subsidiaries, as guarantors, entered into a seven-year $ 400.0 million senior secured term loan with Credit Suisse AG, Cayman Island Branch, as the administrative agent and collateral agent and the several other lenders and parties named therein on November 6, 2020 (as amended to date, the “Term Loan”).

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 November 1, 2025, the weighted average interest rate was 8.12 %, with interest payable monthly.

As of May 2, 2026, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

As of May 2, 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, leaving an available borrowing capacity under the ABL Facility of $ 992.4 million.

Academy, Ltd., as borrower, together with certain wholly-owned subsidiaries, as guarantors, entered into a seven-year $ 400 million senior secured term loan with UBS AG, Stamford Branch (as successor to Credit Suisse AG, Cayman Island Branch), as the administrative agent and collateral agent, the several other lenders, and the parties named therein on November 6, 2020 (as amended to date, the “Term Loan”).

Borrowings under the Term Loan bore interest at Adjusted Term SOFR with a floor of 0.75 % rate plus a margin of 3.75 %.

As of May 2, 2026, the weighted average interest rate was 7.53 %, with interest payable monthly.

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

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

On November 6, 2020, Academy, Ltd.

issued $ 400.0 million of 6.00 % senior secured notes which are due November 15, 2027 (the “Notes”), pursuant to an indenture, dated as of November 6, 2020, with the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

As of May 2, 2026, no prepayment was due under the terms and conditions of the Term Loan.

On November 6, 2020, Academy, Ltd., issued $ 400 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, with the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

The Notes require cash interest payments semi-annually in arrears on May 15 and November 15 of each year at a rate of 6.00 % per year, which commenced on May 15, 2021.

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.

The ABL Facility, Term Loan and Notes agreements contain covenants, including, among other things, covenants that may restrict Academy, Ltd.'s and certain of the Company’s subsidiaries’ 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 November 1, 2025.

We were in compliance with these covenants as of May 2, 2026.

Fair Value Measurements

8 unchanged sentences

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 are redeemable on demand.

As of November 1, 2025, February 1, 2025 and November 2, 2024, we held $ 232.2 million, $ 256.9 million and $ 245.1 million in money market funds, respectively.

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

As of May 2, 2026, January 31, 2026 and May 3, 2025, we held $ 270.9 million, $ 277.7 million and $ 227.5 million in money market funds, 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 November 1, 2025, February 1, 2025, and November 2, 2024, the estimated fair value of the Term Loan and Notes was $ 0.5 billion, $ 0.5 billion and $ 0.5 billion, respectively.

As of May 2, 2026, January 31, 2026, and May 3, 2025, the estimated fair value of the Term Loan and Notes was $ 0.5 billion, $ 0.5 billion and $ 0.5 billion, respectively.

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

1 unchanged sentence

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

November 1, 2025 February 1, 2025 November 2, 2024

May 2, 2026 January 31, 2026 May 3, 2025

Leasehold improvements $ 787,340 $ 777,207 $ 692,337

6 unchanged sentences

Property and equipment, net $ 602,768 $ 584,103 $ 551,184

Depreciation expense was $ 30.9 million and $ 92.1 million in the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and $ 29.3 million and $ 87.1 million in the thirteen and thirty-nine weeks ended November 2, 2024, respectively.

Assets Held for Sale

As of the third quarter of 2025, we either identified or were actively seeking out potential buyers for certain properties, with the intent to subsequently lease-back a portion of these properties from the buyers.

We determined that the assets met the criteria to be presented as “held for sale.” As of November 1, 2025, the $ 20.7 million of assets held for sale on the Condensed Consolidated Balance Sheets were comprised entirely of building and land assets.

We believe the sales of these properties are expected to occur within one year.

We do not believe the sales will be material to our financial results.

Depreciation expense was $ 30.8 million and $ 30.2 million in the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

Accrued Expenses and Other Current Liabilities

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

November 1, 2025 February 1, 2025 November 2, 2024

May 2, 2026 January 31, 2026 May 3, 2025

Accrued interest $ 13,393 $ 7,803 $ 13,146

11 unchanged sentences

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.

Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which provides for the grant of certain equity incentive awards (each, an “Award”) and 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 November 1, 2025, there were 3,552,521 shares that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.

As of May 2, 2026, there were 2,932,607 shares that were authorized and available for future issuance 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 November 1, 2025, there were 1,402,072 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $ 7.6 million and $ 22.7 million for the thirteen and thirty-nine weeks ended November 1, 2025, respectively.

Equity compensation expense was $ 6.3 million and $ 20.4 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively.

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

Equity compensation expense was $ 11.1 million and $ 7.5 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

These costs are included in selling, general and administrative expenses in the Condensed Consolidated Statements of Income.

For all Awards granted in 2023, 2024, and 2025, 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.

For Award grants during the periods presented, 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.

The following table presents the Award grants during the thirty-nine weeks ended November 1, 2025:

The following table presents the Award grants during the thirteen weeks ended May 2, 2026:

Service Restricted Stock Units Performance Restricted Stock Units

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Weighted average exercise price per Award N/A N/A

The following table presents the unrecognized compensation cost as of November 1, 2025:

The following table presents the unrecognized compensation cost as of May 2, 2026:

Service Options Service Restricted Stock Units Performance Restricted Stock Units

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Basic and diluted weighted average common shares outstanding and basic and diluted earnings per common share are calculated as follows (amounts in thousands, except per share amounts):

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Net income $ 52,703 $ 46,084

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Dilutive effect of Service Restricted Units and Service Restricted Stock Units 359 56

Dilutive effect of Performance Restricted Stock Units and Liquidity Event Restricted Units 17 100 20 112

Dilutive effect of Performance Restricted Stock Units — 24

Dilutive effect of Service Options 1,069 891

7 unchanged sentences

Technology Related and Other Commitments

As of November 1, 2025, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 113.4 million.

As of May 2, 2026, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 234.3 million.

Of such commitments, approximately $ 127.0 million is payable in the next 12 months.

Other Contingencies

During the fiscal quarter ended November 1, 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 the third quarter of fiscal year 2025, the $ 6.5 million proceeds from the sale are recorded within Other Long-term Liabilities on the Condensed Consolidated Balance Sheets and are presented as other financing activities on the Condensed Consolidated Statements of Cash Flows pending a final U.S.

Supreme Court decision regarding tariffs.

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 May 2, 2026, the $ 10.5 million proceeds from the sale are recorded within Other Long-term Liabilities on the Condensed Consolidated Balance Sheets.

In February 2026, the Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act.

As of May 2, 2026, the Company has not recognized a receivable for tariff refund claims or released the $ 10.5 million of proceeds mentioned above from the Condensed Consolidated Balance Sheet, as the refunds were not realized or realizable and remain subject to further legal, regulatory, and administrative developments.

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

Financial Guarantees

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

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

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

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

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

There have been no material developments during the fiscal quarter ended November 1, 2025, with respect to any of the matters discussed under the heading “Legal Proceedings” in the Annual Report.

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

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

Segment Information

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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 condensed consolidated financial statements.

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.

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Subsequent Events

Our management evaluated events or transactions that occurred after November 1, 2025 through December 9, 2025, the issuance date of the consolidated financial statements, and identified the following matter to report:

On December 4, 2025, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended November 1, 2025, of $ 0.13 per share of the Company's common stock, payable on January 15, 2026, to stockholders of record as of the close of business on December 18, 2025.

Our management evaluated events or transactions that occurred after May 2, 2026 through June 10, 2026 (the date the consolidated financial statements were issued), and identified the following events:

Debt Refinancing

On May 14, 2026, Academy, Ltd., a wholly-owned subsidiary of the Company (the “Issuer”), completed a refinancing transaction that included (i) the issuance of the 2026 Senior Secured Notes (as defined below) and (ii) an amendment to its asset-based revolving credit facility (the “ABL Facility”).

The Company used the net proceeds from the 2026 Senior Secured Notes to fully redeem the Notes, repay the Term Loan in full, pay related fees and expenses, and for general corporate purposes.

2026 Senior Secured Notes

On May 14, 2026, the Issuer issued $ 500 million aggregate principal amount of its 5.875 % Senior Secured Notes due 2031 (the “2026 Senior Secured Notes”) in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The 2026 Senior Secured Notes are secured by first-priority liens on substantially all personal property of the Issuer and the guarantors (other than ABL Priority Collateral (as defined in the ABL Amendment, see below)) and by second-priority liens on ABL Priority Collateral, in each case subject to permitted liens.

The 2026 Senior Secured Notes are governed by an Indenture, dated as of May 14, 2026 (the “Indenture”) among the Issuer, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee.

The 2026 Senior Secured Notes will mature on May 15, 2031.

Interest on the 2026 Senior Secured Notes is payable semi-annually in arrears on November 15 and May 15 of each year, beginning on November 15, 2026.

The 2026 Senior Secured Notes are redeemable, at Issuer’s option, prior to maturity at customary redemption prices (including “make-whole” provisions prior to May 15, 2028) and, thereafter, at the declining redemption prices set forth below, in each case plus accrued and unpaid interest.

The Issuer may also redeem up to 40 % of the aggregate principal amount of the 2026 Senior Secured Notes prior to May 15, 2028 with proceeds of certain equity offerings, as described in the Indenture.

2028 102.938 %

2029 101.469 %

2030 and thereafter 100.000 %

Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), the Issuer must offer to repurchase the 2026 Senior Secured Notes at 101 % of the principal amount, plus accrued and unpaid interest.

The Indenture contains certain covenants that, among other things, restrict the ability of the Issuer and its restricted subsidiaries to:

(i) incur or guarantee additional indebtedness;

(ii) incur liens on assets;

(iii) make restricted payments;

(iv) prepay certain debt;

(v) make investments;

(vi) enter into affiliate transactions;

(vii) restrict subsidiaries distributions/dividends;

and (viii) sell or transfer certain assets or merge or consolidate, in each case subject to customary exceptions and qualifications as set forth in the Indenture.

ABL Amendment

On May 14, 2026, the Issuer, as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C., Academy Managing Co., L.L.C., and Academy Procurement Co., LLC, each a direct or indirect, wholly-owned subsidiary of the Company, as guarantors, entered into an amendment (the “ABL Amendment”) to the ABL Facility, which the ABL Amendment, among other things (i) extended the maturity of the ABL Facility to May 14, 2031, (ii) modified the Average Excess Availability (as defined in the ABL Facility) pricing grid used in determining the interest rate margin on borrowings under the ABL Facility, (iii) modified the Commitment Fee Rate (as defined in the ABL Facility), when the Average Excess Availability is greater than or equal to 50 % of the Maximum Borrowing Amount (as defined in the ABL Facility) and (iv) so long as the 2026 Senior Secured Notes are outstanding and mature on or prior to the latest maturity date of the ABL Facility, permits the agent under the ABL Facility to take a reserve against the ABL Facility equal to the aggregate principal amount of the 2026 Senior Secured Notes in excess of $ 100 million outstanding on the date that is ninety-one ( 91 ) days prior to the latest maturity date of the ABL Facility.

On May 14, 2026, the Issuer used the net proceeds from the 2026 Senior Secured Notes to fund the redemption of all of its outstanding 6.00 % senior secured notes due November 15, 2027 of $ 400 million.

2020 Term Loan

On May 14, 2026, the Issuer voluntarily prepaid all outstanding amounts owed under the Term Loan of $ 85 million.

As a result, all related guarantees and liens were released.

Quarterly Dividend

On June 4, 2026, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended May 2, 2026, of $ 0.15 per share of the Company's common stock, payable on July 16, 2026, to stockholders of record as of the close of business on June 18, 2026.

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

What changed 10-Q

Item 1. Financial Statements