Academy Sports (ASO) EVP & CMO settles RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Academy Sports & Outdoors executive Matthew M. McCabe reported routine equity compensation activity involving company stock. On January 30, 2026, he converted 499 restricted stock units into an equal number of Academy Sports & Outdoors common shares at an exercise price of $0 per share.

To cover tax obligations on this vesting, 223 common shares were withheld and disposed of at a price of $55.36 per share, leaving McCabe with 19,143 shares of common stock held directly after the transactions. Following the conversion, he also continues to hold 135 restricted stock units from a prior performance-based grant that may vest if specific stock price conditions as of January 30, 2026 are certified by the company’s 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)
01/30/2026

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	01/30/2026		M		499	A	(1)	19,366	D
Common Stock	01/30/2026		F		223	D	$55.36	19,143	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)	01/30/2026		M			499	(3)	03/30/2032	Common Stock	499	$0	135	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. Of this earned amount, 25% of the earned amount of this grant vested on March 1, 2023, and the remaining 75% will vest in three equal annual installments beginning on January 30, 2024, 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., 135 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	01/30/2026
	** 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 transaction did ASO executive Matthew McCabe report on January 30, 2026?

Matthew McCabe reported converting 499 restricted stock units into 499 Academy Sports & Outdoors common shares at an exercise price of $0 per share. This was part of his equity compensation and reflects previously granted awards becoming settled in stock.

How many ASO shares does Matthew McCabe hold after the reported Form 4 transactions?

After the January 30, 2026 transactions, Matthew McCabe directly holds 19,143 shares of Academy Sports & Outdoors common stock. This figure reflects the vesting of 499 shares and the tax-related withholding of 223 shares on the same date.

Why were 223 ASO shares disposed of in Matthew McCabe’s Form 4 filing?

The 223 Academy Sports & Outdoors shares were disposed of in a transaction coded “F,” indicating shares were withheld to satisfy tax withholding obligations. These shares were valued at $55.36 each and relate to the vesting of previously granted restricted stock units.

What does the RSU transaction code “M” mean in the ASO Form 4 for Matthew McCabe?

Transaction code “M” indicates an exercise or conversion of derivative securities. In this case, 499 restricted stock units converted into 499 shares of Academy Sports & Outdoors common stock, consistent with the one-for-one RSU-to-share conversion ratio disclosed in the footnotes.

What performance-based RSUs remain outstanding for ASO executive Matthew McCabe?

McCabe still holds 135 performance-based restricted stock units from a March 30, 2022 grant. These units may vest if specific Academy Sports & Outdoors stock price conditions as of January 30, 2026 are met and certified by the company’s compensation committee.

How were Matthew McCabe’s performance-based RSUs in ASO determined and earned?

McCabe originally received 2,125 performance-based RSUs. After the compensation committee certified 93.7% performance achievement for fiscal 2022, 1,990 units were deemed earned. A portion vested in 2023 and the balance vests in annual installments, subject to continued service and conditions.