[Form 4] Academy Sports and Outdoors, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Academy Sports & Outdoors insider filing: Director Ken C. Hicks received 1,245 restricted stock units (RSUs) on 08/30/2025 under the 2020 Omnibus Incentive Plan, which convert one-for-one into common stock. After the RSU grant and a subsequent sale, Hicks beneficially owned 448,540 shares of ASO common stock.

The filing notes these RSUs are part of a March 30, 2022 performance grant where 59,713 of 63,760 PRSUs were certified as earned; those earned PRSUs vest monthly from the January 30, 2022 vesting commencement date. A remaining 4,047 PRSUs may vest if stock-price conditions are met and certified as of January 30, 2026.

Positive

• Director retained significant equity: beneficial ownership remains 448,540 shares, indicating alignment with shareholders
• Performance-based compensation disclosed: 59,713 PRSUs were certified as earned from the March 30, 2022 grant, with clear vesting schedule

Negative

• Sale reported: Director sold 415 shares at $53.55, representing a small reduction in holdings
• Contingent PRSUs remaining: 4,047 PRSUs vest only if stock-price conditions are certified by 01/30/2026, creating uncertainty over potential dilution

Insights

Corporate Governance Expert

TL;DR Routine director equity award and small open-market sale; no governance red flags from filing.

The filing documents a regular equity compensation event: a grant of 1,245 RSUs that convert one-for-one into ASO common stock and are part of a previously awarded performance-based PRSU package. The disclosure explains vesting mechanics and remaining contingent PRSUs tied to stock-price conditions through 01/30/2026. The small sale of 415 shares at $53.55 appears to be a routine disposition and does not materially change the director's sizable ownership position of 448,540 shares. From a governance standpoint, the form is complete, timely, and consistent with standard executive/director compensation practices.

Securities Analyst

TL;DR Director received vested equity and executed a minor sale; overall insider ownership remains substantial.

The transaction mix—issuance of RSUs (code M) and a sale (code F) of 415 shares at $53.55—indicates compensation realization combined with limited liquidity. Post-transactions beneficial ownership of 448,540 shares signals continued alignment with shareholders. The remaining contingent PRSUs (4,047) depend on future certification tied to share-price criteria, which introduces a modest performance-based retention lever through early 2026. These developments are operationally relevant but not materially impactful to capital structure or immediate valuation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HICKS KEN C

(Last) (First) (Middle)

C/O ACADEMY SPORTS AND OUTDOORS, INC.

1800 NORTH MASON ROAD

(Street)

KATY TX 77449

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Academy Sports & Outdoors, Inc. [ ASO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/30/2025		M		1,245	A	(1)	448,955	D
Common Stock	09/02/2025		F		415	D	$53.55	448,540	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(2)	(1)	08/30/2025		M			1,245	(3)	03/30/2032	Common Stock	1,245	$0	10,270	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. Granted under the Company's 2020 Omnibus Incentive Plan.

3. On March 30, 2022, the Reporting Person was granted 63,760 performance-based restricted stock units ("PRSUs"). These PRSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. On March 1, 2023, the Issuer's compensation committee certified achievement of 93.7% of the performance criteria during fiscal 2022 meaning that 59,713 PRSUs were deemed earned. Of this earned amount, 1/48 of the PRSUs earned will vest for every monthly anniversary since the Vesting Commencement Date (i.e., January 30, 2022), and thereafter, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The remaining unearned amount of this grant (i.e., 4,047 PRSUs) may vest upon certification by the Issuer's compensation committee of achievement of certain Issuer stock price conditions as of January 30, 2026.

Remarks:

	/s/ Gary Holland, Attorney-in-Fact	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did ASO director Ken C. Hicks report on Form 4?

The Form 4 shows receipt of 1,245 RSUs on 08/30/2025 and a sale of 415 shares on 09/02/2025 at $53.55.

How many ASO shares does Ken C. Hicks beneficially own after these transactions?

Following the reported transactions, Hicks beneficially owns 448,540 shares of ASO common stock.

What is the origin of the RSUs reported in the filing?

The RSUs were granted under the Company’s 2020 Omnibus Incentive Plan and stem from a March 30, 2022 performance grant partially certified as earned.

Are there any performance-based awards still outstanding for Ken C. Hicks?

Yes. 4,047 PRSUs remain unearned and may vest only if specified stock-price conditions are certified as of 01/30/2026.

Do these Form 4 transactions indicate a material change in ownership or control of ASO?

No. The transactions are routine equity compensation and a minor sale; they do not indicate a material change in ownership or control.