What changed in this filing

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Item 1. Financial Statements

2026-09-09 compared with 2026-06-10 · 121 added, 98 removed, 312 unchanged (41% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except per share data)

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

August 1, 2026 January 31, 2026 August 2, 2025

CURRENT ASSETS:

29 unchanged sentences

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

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

64,945,953 and 66,625,266 issued and outstanding as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively.

Additional paid-in capital 258,973 256,351 255,517

6 unchanged sentences

(Amounts in thousands, except per share data)

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

NET SALES $ 1,647,285 $ 1,599,838 $ 3,089,288 $ 2,951,247

4 unchanged sentences

INTEREST EXPENSE, NET 8,056 9,028 17,043 18,072

OTHER INCOME, NET 3,222 2,807

LOSS ON EARLY RETIREMENT OF DEBT 1,902 — 1,902 —

OTHER EXPENSE (INCOME), NET 58,006 ( 1,480 ) 54,785 ( 4,287 )

INCOME BEFORE INCOME TAXES 178,399 164,833 247,288 227,861

22 unchanged sentences

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

Net income — — — 137,897 137,897

Equity compensation — — 9,319 — 9,319

Repurchase of common stock for retirement ( 1,609 ) ( 16 ) ( 7,302 ) ( 75,566 ) ( 82,884 )

Settlement of vested Restricted Stock Units, net of shares withheld 55 — ( 473 ) — ( 473 )

Issuance of common stock under employee stock purchase plan 71 1 2,827 — 2,828

Stock option exercises, net of shares withheld 5 — 90 — 90

Cash dividends declared, $ 0.15 per share

— — — ( 9,310 ) ( 9,310 )

Balances as of August 1, 2026 62,029 $ 620 $ 258,973 $ 1,918,840 $ 2,178,433

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 — — — 125,434 125,434

Equity compensation — — 7,602 — 7,602

Repurchase of common stock for retirement — — — — —

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

See Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(Amounts in thousands)

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Deferred income taxes ( 15,065 ) 13,686

Loss on early retirement of debt 1,902 —

Loss on tariff refund monetization 61,759 —

Changes in assets and liabilities:

14 unchanged sentences

Repayment of Term Loan ( 85,750 ) ( 1,500 )

Proceeds from Senior Notes 500,000 —

Repayment of Senior Notes ( 400,000 ) —

Debt refinancing fees ( 9,364 ) —

Proceeds from exercise of stock options 805 2,646

Proceeds from issuance of common stock under employee stock purchase program 2,828 2,781

Taxes paid related to net share settlement of equity awards ( 6,499 ) ( 3,748 )

1 unchanged sentence

Dividends paid ( 18,956 ) ( 17,365 )

Remittance of tariff refund claims ( 72,224 ) —

Net cash used in financing activities ( 269,665 ) ( 116,217 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,490 ( 3,825 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 32,107 ) 11,931

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 330,320 288,929

16 unchanged sentences

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.

As of August 1, 2026, we operated 327 “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.

6 unchanged sentences

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 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 results of operations for the thirteen and twenty-six weeks ended August 1, 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.

10 unchanged sentences

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.

Reclassifications

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

4 unchanged sentences

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

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Shares repurchased 1,608,528 — 3,311,559 2,080,772

1 unchanged sentence

$ 82.9 $ — $ 182.1 $ 99.9

(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.

(1) Includes excise tax fees of $ 0.8 million and $ 1.6 million for the thirteen and twenty-six weeks ended August 1, 2026, respectively, and $ 0.0 million and $ 0.9 million for the thirteen and twenty-six weeks ended August 2, 2025, respectively.

As of August 1, 2026, we had $ 256.1 million available for share repurchases pursuant to the 2024 Share Repurchase Program.

Recent Accounting Pronouncements

15 unchanged sentences

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

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Merchandise division sales

6 unchanged sentences

Other sales (2)

13,728 6,746 23,276 15,202

Net Sales $ 1,647,285 $ 1,599,838 $ 3,089,288 $ 2,951,247

(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 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) E-commerce sales represented 12.1 % and 11.6 % of merchandise sales for the thirteen and twenty-six weeks ended August 1, 2026, respectively, and 10.9 % and 10.5 % for the thirteen and twenty-six weeks ended August 2, 2025, respectively.

(2) Other sales consisted primarily of credit card income from our agreement for co-branded and private label credit cards, shipping income, gift card breakage income, sales return allowance and other items.

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

4 unchanged sentences

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

Thirteen Weeks Ended

May 2, 2026 May 3, 2025

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Gift card liability, beginning balance $ 88,590 $ 85,312 $ 99,558 $ 96,469

5 unchanged sentences

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

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

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

Term Loan, due November 2027 85,000 85,750 88,000

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

August 1, 2026 January 31, 2026 August 2, 2025

ABL Facility, due May 2031 $ — $ — $ —

Term Loan (repaid May 2026) — 85,750 87,250

2020 Notes (redeemed May 2026) — 400,000 400,000

Notes, due May 2031 (issued May 2026) 500,000 — —

Total debt 500,000 485,750 487,250

4 unchanged sentences

Long-term debt, net $ 494,158 $ 480,793 $ 481,738

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

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, 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 %.

(1) Deferred loan costs are related to the Notes, Term Loan and 2020 Notes.

Academy, Ltd., as borrower, and certain of the Company’s wholly-owned subsidiaries, as guarantors, entered into an amendment to its asset-based revolving $ 1 billion credit facility, dated May 14, 2026 (as amended to date, the “ABL Facility”), with JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent and other lenders party thereto.

Borrowings, if any, under the ABL Facility bear interest, at our election, at the term secured overnight financing rate plus a margin of 1.25 % to 1.50 % or the alternative base rate plus a margin of 0.25 % to 0.50 %.

The ABL Facility also provides a fee applicable to the unused commitments of 0.25 % to 0.30 %.

The ABL Facility matures on May 14, 2031;

however, so long as the Notes (as defined below) are outstanding and mature on or prior to the latest maturity date of the ABL Facility, the agent under the ABL Facility is permitted to take a reserve against the ABL Facility equal to the aggregate principal amount of the 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.

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

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 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 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.

As of August 1, 2026, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

As of August 1, 2026, we had outstanding letters of credit of approximately $ 6.4 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 $ 993.6 million.

On May 14, 2026, Academy, Ltd., as issuer, issued $ 500 million aggregate principal amount of its 5.875 % Senior Secured Notes due 2031 (the “Notes”) pursuant to an indenture, dated as of May 14, 2026 (the “Indenture”) among Academy, Ltd., as issuer, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee.

The Notes will mature on May 15, 2031.

Interest on the Notes is payable semi-annually in arrears on November 15 and May 15 of each year, at a rate of 5.875 % each year, beginning on November 15, 2026.

The Notes are secured by first-priority liens on substantially all personal property of Academy, Ltd.

and the guarantors (other than ABL Priority Collateral, as defined in the ABL Facility) and by second-priority liens on ABL Priority Collateral, in each case subject to permitted liens.

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

Academy, Ltd.

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

Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), Academy, Ltd.

must offer to repurchase the 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 Academy, Ltd.

and the 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.

As of August 1, 2026, $ 500 million aggregate principal amount of the Notes remained outstanding.

The ABL Facility and Notes contain covenants, including, among other things, covenants that may restrict Academy, Ltd.'s and certain of the Company’s wholly-owned 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 May 2, 2026.

We were in compliance with these covenants as of August 1, 2026.

Payoff and Redemption of Term Loan and 2020 Notes

On May 14, 2026, Academy, Ltd.

used the net proceeds from the Notes to fund the redemption of all of its outstanding 6.00 % senior secured notes due November 15, 2027 (the “2020 Notes”).

On May 14, 2026, Academy, Ltd.

voluntarily prepaid all outstanding amounts owed under that certain term loan credit agreement, dated as of November 6, 2020 (as amended, the “Term Loan”), by and among Academy, Ltd., as borrower, certain of the Company’s wholly-owned subsidiaries, as guarantors, 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 other parties named therein.

In connection with the refinancing activities in the 2026 second quarter, the Company recognized a non-cash loss on early retirement of debt of $ 1.9 million from the write-off of deferred loan costs and expense related to the original issuance discount associated with the Term Loan.

Fair Value Measurements

11 unchanged sentences

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 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 of August 1, 2026, January 31, 2026 and August 2, 2025, we held $ 211.9 million, $ 277.7 million and $ 250.2 million in money market funds, respectively.

The fair value of the Term Loan, 2020 Notes, 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 August 1, 2026, the estimated fair value of the Notes (issued in the 2026 second quarter, see Note 4) was $ 0.5 billion.

As of January 31, 2026, and August 2, 2025, the estimated fair value of the Term Loan and 2020 Notes were $ 0.5 billion and $ 0.5 billion, respectively.

The Term Loan was repaid and the 2020 Notes were redeemed in the 2026 second quarter (see Note 4).

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

The $ 10.5 million proceeds from the sale of a portion of the rights to potential IEEPA tariff relief claims were recorded within Other Long-Term Liabilities on the Condensed Consolidated Balance Sheets in 2025 and the fair value option was elected (see Note 10).

In the second quarter of 2026, the change in the fair value of the liability and the remittance of tariff refund claims were $ 61.8 million, net and $ 72.2 million, respectively.

Property and Equipment

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

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

August 1, 2026 January 31, 2026 August 2, 2025

Leasehold improvements $ 808,165 $ 777,207 $ 709,739

6 unchanged sentences

Property and equipment, net $ 631,834 $ 584,103 $ 584,045

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

Depreciation expense was $ 30.4 million and $ 61.2 million in the thirteen and twenty-six weeks ended August 1, 2026, respectively, and $ 31.0 million and $ 61.2 million in the thirteen and twenty-six weeks ended August 2, 2025, respectively.

Accrued Expenses and Other Current Liabilities

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

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

August 1, 2026 January 31, 2026 August 2, 2025

Accrued interest $ 6,704 $ 7,803 $ 7,191

14 unchanged sentences

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 May 2, 2026, there were 2,932,607 shares that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.

As of August 1, 2026, there were 2,889,110 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 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.

We have reserved a total of 2,000,000 shares and as of August 1, 2026, there were 1,271,482 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $ 9.3 million and $ 20.4 million for the thirteen and twenty-six weeks ended August 1, 2026 and $ 7.6 million and $ 15.1 million for the thirteen and twenty-six weeks ended August 2, 2025, respectively.

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

1 unchanged sentence

In such cases, expensing of Awards is accelerated through the retirement eligibility date.

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

The following table presents the Award grants during the twenty-six weeks ended August 1, 2026:

Service Restricted Stock Units Performance Restricted Stock Units

2 unchanged sentences

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

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

The following table presents the unrecognized compensation cost as of August 1, 2026:

Service Options Service Restricted Stock Units Performance Restricted Stock Units

6 unchanged sentences

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

May 2, 2026 May 3, 2025

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025

Net income $ 137,897 $ 125,434 $ 190,600 $ 171,518

11 unchanged sentences

Technology Related and Other Commitments

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

As of August 1, 2026, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 208.1 million.

Of such commitments, approximately $ 97.9 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 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.

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

In February 2026, the Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (the “IEEPA Tariffs”).

The Company applied the gain contingency model in accordance with ASC 450-30, to account for the potential refund of previously incurred costs for IEEPA Tariffs.

Under this model, the gain contingency is not recognized until the gain is realized or realizable.

Accordingly, the Company recognized tariff refunds as payments were received.

In the 2026 second quarter, the Company received refunds of $ 83.7 million from CBP related to the IEEPA Tariffs, excluding interest, which were recorded as a reduction to Cost of Goods Sold on the Condensed Consolidated Statements of Income.

As a result of the refunds received, $ 72.2 million was paid to the buyer, which is presented in Other Expense (Income), net on the Condensed Consolidated Statements of Income.

The Company also recognized the $ 10.5 million proceeds from the sale in Other Expense (Income), net that were previously recorded within Other Long-term Liabilities on the Condensed Consolidated Balance Sheets.

Financial Guarantees

23 unchanged sentences

Subsequent Events

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.

Our management evaluated events or transactions that occurred after August 1, 2026 through September 9, 2026 (the date the consolidated financial statements were issued), and identified the following events:

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.

On September 2, 2026, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended August 1, 2026, of $ 0.15 per share of the Company's common stock, payable on October 14, 2026, to stockholders of record as of the close of business on September 16, 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