ASO (NASDAQ: ASO) EVP & CMO logs RSU vesting and 61-share tax disposition

Rhea-AI Filing Summary

Academy Sports & Outdoors EVP & CMO Matthew M. McCabe reported equity compensation activity involving performance-based restricted stock units. On March 4, 2026, 135 restricted stock units converted into 135 shares of common stock at $0.00 per share, increasing his direct holdings before a related tax transaction.

The filing also shows a disposition of 61 shares of common stock at $59.78 per share to cover tax withholding obligations tied to this vesting. After these transactions, McCabe directly owned 19,217 shares of common stock. Footnotes explain these awards were granted under the 2020 Omnibus Incentive Plan and tied to performance and stock price conditions certified by the compensation committee.

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

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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^*

McCabe Matthew M.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		M		135	A	(1)	19,278	D
Common Stock	03/04/2026		F		61	D	$59.78	19,217	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)	03/04/2026		M			135	(3)	03/30/2032	Common Stock	135	$0	0	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 2,125 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 1,990 PRSUs were deemed earned and have fully vested as of January 30, 2026. On March 4, 2026, the Issuer's compensation committee certified achievement of certain Issuer stock price conditions as of January 30, 2026, meaning that the remaining unearned amount of this grant (i.e., 135 PRSUs) was deemed earned and vested as of the date of such certification.

Remarks:

	/s/ Gary Holland, Attorney-in-Fact	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ASO executive Matthew McCabe report on this Form 4?

Matthew M. McCabe reported vesting and conversion of 135 restricted stock units into common stock, followed by a 61-share disposition of common stock at $59.78 per share to satisfy tax withholding related to the award.

How many Academy Sports & Outdoors (ASO) shares does Matthew McCabe own after this filing?

After the reported transactions, Matthew M. McCabe directly owns 19,217 shares of Academy Sports & Outdoors common stock. This reflects both the RSU conversion and the small tax-withholding share disposition recorded on March 4, 2026.

What equity award terms are described for ASO EVP & CMO Matthew McCabe?

Footnotes explain McCabe received 2,125 performance-based RSUs on March 30, 2022. The compensation committee later certified 93.7% of performance criteria for fiscal 2022 and subsequent stock price conditions, causing the PRSUs to vest in stages by January 30, 2026 and March 2026.

Why did Matthew McCabe dispose of 61 shares of ASO stock on March 4, 2026?

The 61-share disposition at $59.78 per share is coded as a tax-withholding transaction. It reflects payment of tax liabilities by delivering shares tied to the vesting and conversion of performance-based restricted stock units.

Under which plan were Matthew McCabe’s ASO restricted stock units granted?

The restricted stock units were granted under Academy Sports & Outdoors’ 2020 Omnibus Incentive Plan. This plan provides equity-based awards, including performance-based RSUs that convert into common stock on a one-for-one basis once specified conditions are certified.

How did performance goals affect Matthew McCabe’s ASO performance RSUs?

McCabe’s 2,125 performance-based RSUs depended on performance and stock price targets. In March 2023, 1,990 PRSUs were certified as earned based on 93.7% performance achievement, with the remaining 135 PRSUs vesting after stock price conditions were certified in March 2026.