UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended May 3, 2025

For the Quarterly Period Ended August 2, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission File No. 001-39589

Academy Sports and Outdoors, Inc.

(Exact name of registrant as specified in its charter)

Delaware

85-1800912

(State or other jurisdiction of incorporation or organization)

(I.R.S. EmployerIdentification No.)

1800 North Mason Road

Katy, Texas 77449

(Address of principal executive offices) (Zip Code)

(281) 646-5200

(Registrant’s Telephone Number, including Area Code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ASO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of June 3, 2025, Academy Sports and Outdoors, Inc. had 66,475,746 shares of common stock, par value $0.01 per share, outstanding.

As of August 26, 2025, Academy Sports and Outdoors, Inc. had 66,625,431 shares of common stock, par value $0.01 per share, outstanding.

ACADEMY SPORTS AND OUTDOORS, INC.

TABLE OF CONTENTS

			Page
PART I. FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			1718
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3033
Item 4. Controls and Procedures			3133
PART II. OTHER INFORMATION			3234
Item 1. Legal Proceedings			3234
Item 1A. Risk Factors			3234
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3335
Item 3. Defaults Upon Senior Securities			3335
Item 4. Mine Safety Disclosures			3335
Item 5. Other Information			3335
Item 6. Exhibits			3436
SIGNATURES			3537

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollar amounts in thousands, except per share data)

May 3, 2025

February 1, 2025

May 4, 2024

August 2, 2025

February 1, 2025

August 3, 2024

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

~~285~~300,~~104~~860

288,929

~~378~~324,~~145~~568

Accounts receivable - less allowance for doubtful accounts of $2,584, $2,752 and $1,817, respectively

16,869

16,759

13,700

Accounts receivable - less allowance for doubtful accounts of $1,874, $2,752 and $2,080, respectively

19,181

16,759

12,812

Merchandise inventories, net

1,~~560~~587,~~035~~624

1,308,840

1,~~356~~366,~~811~~616

Prepaid expenses and other current assets

5978,~~757~~257

95,621

68108,~~320~~392

Total current assets

1,~~921~~985,~~765~~922

1,710,149

1,~~816~~812,~~976~~388

PROPERTY AND EQUIPMENT, NET

~~551~~584,~~184~~045

525,136

~~456~~470,~~594~~752

RIGHT-OF-USE ASSETS

1,~~210~~206,~~516~~207

1,173,075

1,~~116~~103,~~222~~242

TRADE NAME

579,~~165~~330

579,007

578,~~364~~550

GOODWILL

861,920

OTHER NONCURRENT ASSETS

5558,~~873~~559

51,676

4347,~~803~~506

Total assets

5,~~180~~275,~~423~~983

4,900,963

4,~~873~~874,~~879~~358

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

~~849~~803,~~554~~309

612,424

~~735~~704,~~563~~578

Accrued expenses and other current liabilities

~~272~~266,~~362~~021

230,323

~~262~~259,~~048~~069

Current lease liabilities

~~137~~139,~~979~~678

115,134

~~121~~124,~~465~~628

Current maturities of long-term debt

3,000

Total current liabilities

1,~~262~~212,~~895~~008

960,881

1,~~122~~091,~~076~~275

LONG-TERM DEBT, NET

~~482~~481,~~209~~738

482,679

~~484~~483,~~084~~617

LONG-TERM LEASE LIABILITIES

1,~~210~~217,~~095~~217

1,185,741

1,~~098~~083,~~799~~390

DEFERRED TAX LIABILITIES, NET

~~255~~270,~~912~~502

256,815

~~253~~252,~~069~~919

OTHER LONG-TERM LIABILITIES

2219,~~080~~368

10,812

10,~~330~~763

Total liabilities

3,~~233~~200,~~191~~833

2,896,928

2,~~968~~921,~~358~~964

COMMITMENTS AND CONTINGENCIES (NOTE 10)

STOCKHOLDERS' EQUITY:

Preferred stock, $0.01 par value, authorized 50,000,000 shares; none issued and outstanding

—

Common stock, $0.01 par value, authorized 300,000,000 shares; 66,466,377; 68,332,961 and 72,590,530 issued and outstanding as of May 3, 2025, February 1, 2025 and May 4, 2024, respectively.

662

683

726

Common stock, $0.01 par value, authorized 300,000,000 shares; 66,625,266; 68,332,961 and 70,915,916 issued and outstanding as of August 2, 2025, February 1, 2025 and August 3, 2024, respectively.

666

683

709

Additional paid-in capital

~~244~~255,~~388~~517

247,094

~~240~~244,~~559~~584

Retained earnings

1,~~702~~818,~~182~~967

1,756,258

1,~~664~~707,~~236~~101

Stockholders' equity

12,~~947~~075,~~232~~150

2,004,035

1,~~905~~952,~~521~~394

Total liabilities and stockholders' equity

5,~~180~~275,~~423~~983

4,900,963

4,~~873~~874,~~879~~358

See Condensed Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands, except per share data)

	Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
					May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
NET SALES	$	1,599,838	$	1,548,980	$	12,~~351~~951,~~409~~247	$	12,~~364~~913,~~220~~200
COST OF GOODS SOLD	1,023,105		990,255		~~892~~1,~~540~~915,645		~~908~~1,~~427~~898,681
GROSS MARGIN	576,733		558,725		~~458~~1,~~869~~035,602		~~455~~1,~~793~~014,519
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	404,352		368,639		~~389~~793,~~604~~956		~~353~~722,~~410~~050
OPERATING INCOME	172,381		190,086		69241,~~265~~646		~~102~~292,~~383~~469
INTEREST EXPENSE, NET	9,028		9,071		918,~~044~~072		918,~~486~~557
WRITE OFF OF DEFERRED LOAN COSTS	—		—		—		449
OTHER (INCOME), NET					(2,807)		(5,204)
OTHER INCOME, NET	1,480		5,531		4,287		10,735
INCOME BEFORE INCOME TAXES	164,833		186,546		63227,~~028~~861		97284,~~652~~198
INCOME TAX EXPENSE	39,399		43,958		1656,~~944~~343		2165,~~187~~145
NET INCOME	$	125,434	$	142,588	$	46171,~~084~~518	$	76219,~~465~~053
EARNINGS PER COMMON SHARE:
BASIC	$	1.89	$	1.99	$	02.6957	$	13.0300
DILUTED	$	1.85	$	1.95	$	02.6852	$	12.0193
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC	66,539		71,829		6766,~~122~~831		7372,~~993~~911
DILUTED	67,689		73,289		68,~~170~~043		7574,~~798~~651

See Condensed Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(Amounts in thousands, except per share data)

				Additional Paid-In Capital		Retained Earnings		Total Stockholders' Equity
	Common Stock
	Shares	Amount
Balances as of February 1, 2025	68,333	$	683	$	247,094	$	1,756,258	$	2,004,035
Net income	—	—		—		46,084		46,084
Equity compensation	—	—		7,542		—		7,542
Repurchase of common stock for retirement	(2,081)	(20)		(8,436)		(91,444)		(99,900)
Settlement of vested Restricted Stock Units, net of shares withheld	163	(1)		(3,300)		—		(3,301)
Stock option exercises, net of shares withheld	51	—		1,488		—		1,488
Cash dividends declared, $0.13 per share	—	—		—		(8,716)		(8,716)
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

				Additional Paid-In Capital		Retained Earnings		Total Stockholders' Equity
	Common Stock
	Shares	Amount
Balances as of February 3, 2024	74,350	$	743	$	242,098	$	1,711,809	$	1,954,650
Net income	—	—		—		76,465		$	76,465
Equity compensation	—	—		6,138		—		$	6,138
Repurchase of common stock for retirement	(1,984)	(19)		(7,625)		(115,856)		$	(123,500)
Settlement of vested Restricted Stock Units, net of shares withheld	98	1		(2,798)		—		$	(2,797)
Stock option exercises, net of shares withheld	127	1		2,746		—		$	2,747
Cash dividends declared, $0.11 per share	—	—		—		(8,182)		$	(8,182)
Balances as of May 4, 2024	72,591	$	726	$	240,559	$	1,664,236	$	1,905,521

See Condensed Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(Amounts in thousands, except per share data)


				Additional Paid-In Capital		Retained Earnings		Total Stockholders' Equity
	Common Stock

	Shares	Amount
Balances as of February 3, 2024	74,350	$	743	$	242,098	$	1,711,809	$	1,954,650
Net income	—	—		—		76,465		$	76,465
Equity compensation	—	—		6,138		—		$	6,138
Repurchase of common stock for retirement	(1,984)	(19)		(7,625)		(115,856)		$	(123,500)
Settlement of vested Restricted Stock Units, net of shares withheld	98	1		(2,798)		—		$	(2,797)
Stock option exercises, net of shares withheld	127	1		2,746		—		$	2,747
Cash dividends declared, $0.11 per share	—	—		—		(8,182)		$	(8,182)
Balances as of May 4, 2024	72,591	$	726	$	240,559	$	1,664,236	$	1,905,521
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

See Condensed Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

Thirteen Weeks Ended

Twenty-Six Weeks Ended

May 3, 2025

May 4, 2024

August 2, 2025

August 3, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

46171,~~084~~518

76219,~~465~~053

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

3061,~~150~~171

2857,~~853~~771

Non-cash lease expense

1222,~~665~~487

67,~~137~~271

Equity compensation

715,~~542~~144

614,~~138~~093

Amortization of deferred loan and other costs

~~649~~1,292

~~624~~1,279

Deferred income taxes

~~(903)~~13,686

(1,~~726~~876)

Write off of deferred loan costs

—

449

Changes in assets and liabilities:

Accounts receivable, net

(~~110~~2,421)

56,~~671~~559

Merchandise inventories, net

(~~251~~278,~~195~~784)

(~~162~~172,~~652~~457)

Prepaid expenses and other current assets

3515,~~863~~311

15(24,~~129~~943)

Other noncurrent assets

(47,~~566~~617)

(37,~~392~~462)

Accounts payable

~~231~~178,~~762~~381

~~186~~153,~~475~~613

Accrued expenses and other current liabilities

2429,~~848~~395

2019,~~819~~073

Income taxes payable

167,~~322~~526

2119,~~922~~801

Other long-term liabilities

8,~~361~~958

(1,~~235~~201)

Net cash provided by operating activities

~~157~~236,~~472~~047

~~199~~291,~~677~~023

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(50107,~~830~~576)

(3273,~~227~~425)

Purchases of intangible assets

(~~158~~323)

(~~128~~314)

Net cash used in investing activities

(50107,~~988~~899)

(3273,~~355~~739)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from Revolving Credit Facilities

—

3,900

Repayment of Revolving Credit Facilities

—

(3,900)

Repayment of Term Loan

(~~750~~1,500)

Debt issuance fees

—

(5,690)

Proceeds from exercise of stock options

12,~~516~~646

23,~~789~~575

Taxes paid related to net share settlement of equity awards

(3,328)

(2,839)

Proceeds from issuance of common stock under employee stock purchase program

2,781

2,819

Repurchase of common stock for retirement

(99,031)

(122,425)

Taxes paid related to net share settlement of equity awards

(3,748)

(3,412)

Dividends paid

(8,716)

(8,182)

Repurchase of common stock for retirement

(99,031)

(220,325)

Net cash used in financing activities

(110,309)

(137,097)

Dividends paid

(17,365)

(16,103)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

(3,825)

30,225

Net cash used in financing activities

(116,217)

(240,636)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

11,931

(23,352)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

288,929

347,920

CASH AND CASH EQUIVALENTS AT END OF PERIOD

~~285~~300,~~104~~860

~~378~~324,~~145~~568

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest

318,~~358~~166

217,~~767~~564

Cash paid for income taxes

—33,969

1145,788

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:

Non-cash capital expenditures

1724,~~641~~777

1416,~~698~~575

Right-of-use assets obtained in exchange for new operating leases

77123,~~414~~628

3956,~~569~~185

See Condensed Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Operations

The Company

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. All of the Company's sales and business operations occur at Academy, Ltd., and Academy, Ltd. is also the borrower and/or issuer of the Company's long-term debt and the lessee of the Company’'s facilities. 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 ~~May~~August 32, 2025, we operated ~~303~~306 “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. We also sell merchandise to customers across most of the United States via our academy.com website and our mobile app.

2. Summary of Significant Accounting Policies

The accompanying unaudited financial statements of the Company have been prepared as though they were required to be in accordance with Rule 10-01 of Regulation S-X for interim financial statements, however, they do not include all information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements. Certain information and footnote disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. 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”). 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 twenty-six weeks ended ~~May~~August 32, 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. For further information, refer to our audited financial statements and notes thereto included in the Annual Report.

Basis of Presentation and Principles of Consolidation

These unaudited condensed consolidated financial statements include the accounts of ASO, Inc. and its subsidiaries, New Academy Holding Company, LLC (“NAHC”), Academy Managing Co., L.L.C., Associated Investors, L.L.C., Academy, Ltd., the Company’'s operating company, Academy International Limited, Mason Creek Insurance Co., LLC, and Academy Procurement Co., LLC. NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Our management bases its estimates on historical experience and other assumptions it believes to be reasonable under the circumstances. Actual results could differ significantly from those estimates. 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 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 twenty-six weeks ended ~~May~~August 43, 2024 for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed.

Share Repurchases

On ~~November~~December 294, ~~2023~~2024, the Company's Board of Directors approved a new share repurchase program ~~(the “2023 Share Repurchase Program”)~~ under which the Company ~~was~~is authorized to purchase up to $~~600~~700 million of its outstanding shares during the three-year period ending ~~November~~December 294, ~~2026~~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 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 2023 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 will 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.

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

	Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
					May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Shares repurchased	—		1,809,856		2,080,772		13,~~983~~793,~~967~~823
Aggregate amount paid (amounts in millions) (1)	$	—	$	98.8	$	99.9	$	~~123~~222.53
(1) Includes estimated excise tax fees of $0.9 million and $1.1 million for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.
(1) Includes estimated excise tax fees of $0.0 million and $0.9 million for the thirteen and twenty-six weeks ended August 2, 2025, respectively, and $0.9 million and $2.0 million for the thirteen and twenty-six weeks ended August 3, 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 ~~May~~August 32, 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 $32.31 million, $3.8 million and $35.21 million as of ~~May~~August 32, 2025, February 1, 2025 and ~~May~~August 43, 2024, respectively.

Recent Accounting Pronouncements

U.S. Income Tax Regulations

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

OnIn November 42024, 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. 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 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.

910

3. Net Sales

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. Store merchandise sales are recognized at the point of sale and e-commerce sales are recognized upon delivery to the customer.

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

	Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
					May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Merchandise division sales (1)
Outdoors	$	448,937	$	438,105	$	~~372~~831,~~029~~488	$	~~379~~826,~~024~~262
Sports and recreation	369,791		357,145		~~345~~704,~~589~~837		~~347~~695,743
Apparel	451,121		435,041		~~332~~783,~~644~~802		~~334~~769,~~349~~409
Footwear	323,243		312,120		~~292~~615,~~691~~918		~~292~~604,~~441~~553
Total merchandise sales (2)	1,593,092		1,542,411		12,~~342~~936,~~953~~045		12,~~353~~895,~~557~~967
Other sales (3)	6,746		6,569		815,~~456~~202		1017,~~663~~233
Net Sales	$	1,599,838	$	1,548,980	$	12,~~351~~951,~~409~~247	$	12,~~364~~913,~~220~~200

(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 twenty-six weeks ended ~~May~~August 43, 2024, 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 10.09% and 910.05% of merchandise sales for the thirteen and twenty-six weeks ended ~~May~~August 32, 2025, respectively, and ~~May~~9.7% and 9.4% for the thirteen and twenty-six weeks ended August 3, 2024, 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.

We sell gift cards in stores, online and in third-party retail locations. 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 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. These identified amounts are recorded as net sales and recognized in proportion to historical redemption trends, which is referred to as “breakage”.

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

	Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
					May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Gift card liability, beginning balance	$	85,312	$	82,269	$	96,469	$	94,155
Issued	29,355		25,777		1949,~~909~~264		1843,~~020~~797
Redeemed	(31,467)		(28,019)		(2961,~~940~~407)		(2856,~~545~~564)
Recognized as breakage income	(1,422)		(1,259)		(12,~~126~~548)		(12,~~361~~620)
Gift card liability, ending balance	$	81,778	$	78,768	$	8581,~~312~~778	$	8278,~~269~~768

1011

4. Long-Term Debt

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

	May 3, 2025		February 1, 2025		May 4, 2024
	August 2, 2025		February 1, 2025		August 3, 2024
ABL Facility, due March 2029	$	—	$	—	$	—
Term Loan, due November 2027	8887,~~000~~250		88,750		9190,~~000~~250
6.00% Notes, due November 2027	400,000		400,000		400,000
Total debt	~~488~~487,~~000~~250		488,750		~~491~~490,~~000~~250
Less current maturities	(3,000)		(3,000)		(3,000)
Less unamortized discount on Term Loan	(~~327~~294)		(361)		(~~465~~431)
Less deferred loan costs (1)	(2,~~464~~218)		(2,710)		(3,~~451~~202)
Long-term debt, net	$	~~482~~481,~~209~~738	$	482,679	$	~~484~~483,~~084~~617

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

ABL Facility

Academy Ltd., as borrower, and certain wholly-owned subsidiaries, as guarantors, entered into an asset-based revolving credit facility, dated ~~July~~March 28, ~~2025,~~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%. 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 ~~May~~August 32, 2025, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

As of ~~May~~August 32, 2025, we had outstanding letters of credit of approximately $109.8 1 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 $~~989~~990.29 million.

Term Loan

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 ~~May~~August 32, 2025, the weighted average interest rate was 8.1819%, 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~~August 32, 2025, no prepayment was due under the terms and conditions of the Term Loan.

Notes

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. 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.

1112

Covenants. 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. 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~~August 32, 2025.

5. Fair Value Measurements

Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of the assets and liabilities.

The fair value measurements are classified as either:

•Level 1 which represents valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2 which represents valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

•Level 3 which represents valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the fair value measurement is classified in its entirety, is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers made into or out of the Level 1, 2 or 3 categories during any period presented.

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 ~~May~~August 32, 2025, February 1, 2025 and ~~May~~August 43, 2024, we held $~~227~~250.52 million, $256.9 million and $~~324~~254.07 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~~August 32, 2025, February 1, 2025, and ~~May~~August 43, 2024, 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.

1213

6. Property and Equipment

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

May 3, 2025

February 1, 2025

May 4, 2024

August 2, 2025

February 1, 2025

August 3, 2024

Leasehold improvements

~~692~~709,~~337~~739

663,869

~~589~~605,~~714~~746

Equipment and software

~~745~~754,~~463~~848

733,939

~~703~~713,~~039~~400

Furniture and fixtures

~~439~~451,~~776~~879

431,577

~~402~~407,~~803~~371

Construction in progress

6264,~~099~~362

54,236

4153,~~591~~326

Building and Land

1633,~~010~~748

16,010

14,~~919~~921

Total property and equipment

12,~~955~~014,~~685~~576

1,899,631

1,~~752~~794,~~066~~764

Accumulated depreciation and amortization

(1,~~404~~430,~~501~~531)

(1,374,495)

(1,~~295~~324,~~472~~012)

Property and equipment, net

~~551~~584,~~184~~045

525,136

~~456~~470,~~594~~752

Depreciation expense was $3031.2 0 million and $2861.92 million in the thirteen and twenty-six weeks ended ~~May~~August 32, 2025, respectively, and ~~May~~$28.9 million 4and $57.8 million in the thirteen and twenty-six weeks ended August 3, 2024, respectively.

7. Accrued Expenses and Other Current Liabilities

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

May 3, 2025

February 1, 2025

May 4, 2024

August 2, 2025

February 1, 2025

August 3, 2024

Accrued interest

137,~~146~~191

7,634

136,~~006~~964

Accrued personnel costs

4840,~~418~~807

46,178

4434,~~384~~472

Accrued professional fees

2,~~989~~759

13,466

12,~~964~~180

Accrued sales and use tax

1720,~~857~~463

4,772

1817,~~083~~979

Accrued self-insurance

15,~~818~~981

15,205

1615,~~002~~953

Deferred revenue - gift cards and other

8988,~~426~~301

98,641

8482,~~725~~619

Income taxes payable

2211,~~412~~562

6,090

3129,~~234~~114

Property taxes

2738,~~413~~714

16,833

2336,~~657~~425

Sales return allowance

45,~~900~~700

4,400

5,~~200~~500

Other

2934,~~983~~543

17,104

2327,~~793~~863

Accrued expenses and other current liabilities

~~272~~266,~~362~~021

230,323

~~262~~259,~~048~~069

8. Share-Based Compensation

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. 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 ~~May~~August 32, 2025, there were 3,~~585~~556,~~481~~643 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~~August 32, 2025, there were 1,~~475~~402,~~080~~072 shares authorized and available for future issuance under the ESPP.

1314

Equity compensation expense was $7.56 million and $615.1 million for the thirteen and twenty-six weeks ended ~~May~~August 32, 2025, respectively. Equity compensation expense was $8.0 million and ~~May~~$14.1 4million for the thirteen and twenty-six weeks ended August 3, 2024, respectively. These costs are included in selling, general and administrative expenses in the Consolidated Statements of Income. For all Awards granted in 2023, 2024, and ~~2024~~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. In such cases, expensing of Awards is accelerated through the retirement eligibility date.

The following table presents the Award grants during the twenty-six weeks ended August 2, 2025:

Service Restricted Stock Units

Performance Restricted Stock Units

Number of shares

~~477~~530,~~814~~393

154,907

Weighted average grant date fair value per Award

4948.3086

50.03

Weighted average exercise price per Award

N/A

The following table presents the unrecognized compensation cost as of ~~May~~August 32, 2025:

	Service Options		Service Restricted Stock Units		Performance Restricted Stock Units
Remaining expense	$	21,~~162~~607,~~463~~496	$	4036,~~245~~274,~~750~~166	$	1110,~~624~~226,~~262~~635
Weighted average life remaining in years	10.19		2.30		2.31

9. Earnings per Common Share

Basic earnings per common share is calculated based on net income divided by the basic weighted average common shares outstanding during the period, and diluted earnings per common share is calculated based on net income divided by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding is based on the basic weighted average common shares outstanding plus any potential dilutive effect of stock-based awards outstanding during the period using the treasury stock method, which assumes the potential proceeds received from the dilutive stock options are used to purchase treasury stock. Anti-dilutive stock-based awards do not include awards which have a performance or liquidity event target which has yet to be achieved.

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		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
					May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net income	$	125,434	$	142,588	$	46171,~~084~~518	$	76219,~~465~~053
Weighted average common shares outstanding - basic	66,539		71,829		6766,~~122~~831		7372,~~993~~911
Dilutive effect of Service Restricted Units and Service Restricted Stock Units	63		135		56167		~~244~~275
Dilutive effect of Performance Restricted Stock Units and Liquidity Event Restricted Units	28		110		2429		~~128~~122
Dilutive effect of Service Options	922		1,080		~~891~~898		1,~~342~~221
Dilutive effect of Performance Unit Options	77		84		77		9188
Dilutive effect of ESPP Shares	60		51		—41		—34
Weighted average common shares outstanding - diluted	67,689		73,289		68,~~170~~043		7574,~~798~~651
Earnings per common share - basic	$	1.89	$	1.99	$	02.6957	$	13.0300
Earnings per common share - diluted	$	1.85	$	1.95	$	02.6852	$	12.0193
Anti-dilutive stock-based awards excluded from diluted calculation	210		129		~~264~~214		4120

10. Commitments and Contingencies

Technology Related and Other Commitments

As of ~~May~~August 32, 2025, we have obligations under technology-related, construction and other contractual commitments in the amount of $~~131~~121.5 million. Of such commitments, approximately $7563.43 million is payable in the next 12 months.

Financial Guarantees

During the normal course of business, we enter into contracts that contain a variety of representations and warranties and provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we believe the risk of loss to be remote.

Legal Proceedings

We are a defendant or co-defendant in lawsuits, claims and demands brought by various parties relating to matters normally incident to our business. 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. Reserves have been established that we believe to be adequate based on our current evaluations and experience in these types of claim situations; however, the ultimate outcome of these cases cannot be determined at this time. We believe, taking into consideration our indemnities, defenses, insurance and reserves, the ultimate resolution of these matters will not have a material impact on our financial position, results of operations or cash flows. 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 ~~May~~August 32, 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.

Sponsorship Agreement and Intellectual Property Commitments

We periodically enter into sponsorship agreements generally with professional sports teams, associations, events, networks, or individual professional players and collegiate athletic programs in exchange for marketing and advertising promotions. We also enter into intellectual property agreements whereby the Company receives the right to use third-party owned trademarks typically in exchange for royalties on sales. These agreements typically contain a one to three-year term and contractual payment amounts required to be paid by the Company. As of May 3, 2025, we have $8.4 million in related commitments through 2027, of which $5.9 million is payable in the next 12 months.

11. Segment Information

The Company’s retail operations represent one operating segment and one reportable segment, which derives revenues from customers by selling full-line sporting goods and outdoor recreational products. The Company’s retail stores and online selling channels sell similar products and services, use similar selling processes, and sell to similar classes of customers. 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 consolidated financial statements. All intercompany transactions within the single reportable segment are eliminated upon consolidation.

The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM allocates resources and assesses performance at a Company level using consolidated net income, which is a GAAP measure, as reported on the Consolidated Statements of Income. The CODM evaluates the Company's assets as reported on the Company's Consolidated Balance Sheets. The CODM evaluates significant segment expenses and makes decisions about the retail business based on the cost of goods we sell and the selling, general, and administrative expenses needed to sell those goods as reported on the Consolidated Statements of Income. See the Company's consolidated financial statements included in Part I Item 1 for more information.

12. Subsequent Events

Our management evaluated events or transactions that occurred after ~~May~~August 32, 2025 through ~~June~~September 102, 2025, the issuance date of the consolidated financial statements, and identified the following matter to report:

On ~~June~~August 528, 2025, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended ~~May~~August 32, 2025, of $0.13 per share of the Company's common stock, payable on ~~July~~October 179, 2025, to stockholders of record as of the close of business on ~~June~~September 1911, 2025.

1617

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. Forward-looking statements include all statements that are not historical facts, including statements reflecting our current views with respect to, among other things, our operations and financial performance. These forward-looking statements are included throughout this Quarterly Report, including in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~section~~ and in the section entitled “Risk Factors,” and relate to matters such as macroeconomic conditions, our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. We have used the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words or similar terms and phrases to identify forward-looking statements in this Quarterly Report.

The forward-looking statements contained in this Quarterly Report are based on management’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors that could affect overall consumer spending or our industry, including the possible effect of ongoing macroeconomic challenges, inflation and higher interest rates, trade policy changes or additional tariffs or changes in tariffs, geopolitical tensions, or changes to the financial health of our customers, many of which are beyond our control. We believe that these factors include but are not limited to those described under ~~the~~ “Risk Factors” ~~section~~ in the Company's Annual Report, as such risk factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov.

Any forward-looking statement made by us in this Quarterly Report speaks only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

The following is a summary of the principal factors that make an investment in our securities speculative or risky (all of which are more fully described in the section entitled "“Risk Factors"” in the Annual Report, as the same may be updated by subsequent Forms 10-Q):

Risks Related to Our Business and Industry

•overall decline in the health of the economy and consumer discretionary spending;

• risks associated with our reliance on internationally manufactured merchandise, including in China, which exposes us to various international risks, including additional tariffs and our ability to successfully reduce our direct cost exposure to China;

• our ability to operate, update or implement our information systems;

• our ability to manage our inventory balances;

• our ability to predict or effectively react to changes in consumer tastes and preferences, to acquire and sell brand name merchandise at competitive prices and/or to manage our inventory balances;

• risks associated with our e-commerce business;

• our ability to safeguard sensitive or confidential data relating to us and our customers, team members and vendors;

• intense competition in the sporting goods and outdoor recreation retail industries;

• risks associated with disruptions in our supply chain and losses of merchandise purchasing incentives;

1718

• our ability to successfully continue our store growth plans or manage our growth effectively, or any failure of our new stores to generate sales and/or achieve profitability;

• the effectiveness of our marketing and advertising programs;

• our ability to attract, train and retain quality team members in sufficient numbers, increases in wage and labor costs, and changes in laws and other labor issues;

• our ability to protect against inventory shrink;

• payment-related risks;

• the occurrence of severe weather events, catastrophic health events, natural or man-made disasters, social and political conditions or civil unrest;

• the geographic concentration of our stores;

• our ability to attract, retain and train key personnel;

• fluctuations in merchandise (including raw materials) costs and availability;

• any disruption in the operation of our distribution centers;

• our reliance on key personnel to support our existing business and future initiatives;

•our reliance on suppliers to supply us with merchandise that we purchase for resale;

• risks related to our private label brand merchandise;

• any failure of our third-party vendors of outsourced business services and solutions;

• harm to our reputation;

• quarterly and seasonal fluctuations in our operating results;

• our ability to successfully pursue strategic acquisitions and integrate acquired businesses.

Legal and Regulatory Risks

•our ability to comply with laws and regulations affecting our business, including those relating to the sale, manufacture and import of consumer products;

• claims, demands and lawsuits to which we are, and may in the future, be subject and the risk that our insurance or

indemnities coverage may not be sufficient;

• risks related to product safety;

• risks related to climate change and other sustainability-related matters;

• our ability to protect our intellectual property and avoid the infringement of third-party intellectual property rights.

Risks Related to Our Indebtedness

•our level of indebtedness and related debt service payments and our ability to generate sufficient cash flow to satisfy all of our obligations under our indebtedness;

• our ability to incur substantially more debt;

• our variable rate indebtedness subjects us to interest rate risk;

• restrictions on our current and future operations imposed by the terms of our indebtedness;

• our ability to borrow under the ABL Facility (as defined ~~below~~above);

• our level of indebtedness may hinder our ability to negotiate favorable terms with our vendors.

Risks Related to the Ownership of Our Common Stock

•our stock price is volatile or may decline;

• our ability or decision to pay dividends on our common stock or conduct stock repurchases;

• anti-takeover provisions in our organizational documents could delay or prevent a change of control;

• our exclusive forum provision; and

• you may be diluted by any future issuances of shares by us.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

1819

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes included elsewhere in this Quarterly Report for the thirteen and twenty-six weeks ended ~~May~~August 32, 2025 and our audited financial statements for the fiscal year ended February 1, 2025 and the section entitled "“Management's Discussion and Analysis of Financial Condition and Results of Operations"” included in the Annual Report.

All references to “Academy,” “Academy Sports + Outdoors,” “ASO, Inc.,” “we,” “us,” “our” or the “Company” in this Quarterly Report refer to Academy Sports and Outdoors, Inc., a Delaware corporation 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. All of the Company's sales and business operations occur at Academy, Ltd., and Academy, Ltd., is also the borrower and/or issuer of the Company's long-term debt and lessee of facilities.

We operate on a retail fiscal calendar pursuant to which our fiscal year consists of 52 or 53 weeks, ending on the Saturday closest to January 31 (which such Saturday may occur on a date following January 31) each year. References to any year, quarter, or month mean our fiscal year, fiscal quarter, and fiscal month, respectively, unless the context requires otherwise. References to the “current quarter,” “2025 ~~first~~second quarter,” or similar reference refers to the thirteen week period ended ~~May~~August 32, 2025, and any reference to the “prior year quarter,” “2024 ~~first~~second quarter” or similar reference refers to the thirteen week period ended ~~May~~August 43, 2024. Unless otherwise specified, all comparisons regarding the current period of 2025 are made to the corresponding period of 2024.

Overview

We are a leading full-line sporting goods and outdoor recreation retailer in the United States. Our mission is to provide “Fun for All”, and we fulfill this mission with a localized merchandising strategy and value proposition that deeply connect with a broad range of consumers. Our product assortment focuses on key categories of outdoor, sports and recreation, apparel, and footwear (representing 28%, 2623%, 2428%, and 2221% of our 2025 ~~first~~second quarter net sales, respectively) through both leading national brands and a portfolio of private label brands, which go well beyond traditional sporting goods and apparel offerings.

We sell a range of sporting and outdoor recreation products, including sporting equipment, apparel, footwear, camping gear, patio furniture, outdoor cooking equipment, and hunting and fishing gear, among many others. Our strong merchandise assortment is anchored by our broad offering of year-round items, such as fitness equipment and apparel, work and casual wear, folding chairs, wagons and tents, training and running shoes, and coolers. We also carry a deep selection of seasonal items, such as sports equipment and apparel, seasonal wear and accessories, hunting and fishing equipment and apparel, patio furniture, trampolines, play sets, bicycles, and severe weather supplies. We provide locally relevant offerings, such as crawfish boilers in Louisiana, licensed apparel for area sports fans, baits and lures for area fishing spots, and beach towels in coastal markets.

As of ~~May~~August 32, 2025, we operated ~~303~~306 stores that range in size from approximately 40,000 to 130,000 gross square feet, with an average size of approximately 70,000 gross square feet, throughout 21 contiguous states located primarily in the southern United States. Our stores are supported by approximately 2223,000 team members, three distribution centers, and our e-commerce platform, which includes our website at www.academy.com and our mobile app. Additionally, we are deepening our customer relationships, further integrating our e-commerce platform with our stores and driving operating efficiencies by developing our omnichannel capabilities, such as our mobile app, optimizing the website experience and upgrading our fulfillment capabilities.

The following table summarizes store activity for the periods indicated:

	Thirteen Weeks Ended
	Twenty-Six Weeks Ended
	May 3, 2025	May 4, 2024
	August 2, 2025	August 3, 2024
Beginning stores	298	282
Q1 new stores	5	2
Q2 new stores	3	1
Closed	—	—
Ending stores	~~303~~306	~~284~~285
Relocated stores	—	—

1920

Tariffs and Other Macroeconomic Trends

We continue to monitor global macroeconomic trends and uncertainties such as inflation, existing and potential tariffs, and other shifting trade policies, which have impacted consumer spending and could adversely affect our ability to grow sales and merchandise margin. ~~We have worked diligently to reduce our exposure related to products imported from China.~~ The ~~Company~~impact ~~reduced its cost exposure to approximately 9%~~ of ~~total~~the ~~cost~~evolving ofmacroeconomic ~~goods~~environment ~~sold~~on ~~directly~~our ~~related~~financial toresults ~~China~~is ~~for~~uncertain. ~~its~~We ~~private~~have ~~label~~worked ~~business,~~diligently ~~and we plan~~ to ~~further~~mitigate ~~accelerate~~the ~~our efforts to diversify our global supply chain. The~~ impact of ~~the~~tariffs ~~evolving macroeconomic environment~~ on our ~~financial results is uncertain~~business. We are closely monitoring the evolving environment with respect to tariffs and other trade policy developments and will continue to adjust plans as needed, including, but not limited to, inventory purchase quantities and timing, strategic pricing and promotional adjustments to maintain value for our customers, ~~alternating~~diversifying sourcing to ~~reduce~~shift ~~receipts~~country ~~from~~of ~~China~~origin, and vendor negotiations.

How We Assess the Performance of Our Business

Our management considers a number of financial and operating metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, determine the allocation of resources, make decisions regarding corporate strategies and evaluate projections. These metrics include operational measures and non-GAAP metrics supplemental to our GAAP results.

Comparable Sales. We define comparable sales as the percentage of period-over-period net sales increase or decrease, in the aggregate, for stores open after thirteen full fiscal months, as well as for all e-commerce sales. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales. As a result, data in this Quarterly Report regarding our comparable sales may not be comparable to similar data made available by other retailers. Stores which have been significantly remodeled or relocated are removed from this calculation until the new store has been in operation for substantially all of the periods being compared. Stores which have been closed for an extended period of time due to circumstances beyond our control are also removed from the calculation. Any sales made through our website or mobile app are allocated to e-commerce sales for the purpose of measuring comparable sales, regardless of how those sales are fulfilled, whether shipped to home or picked up in-store or curbside through our buy-online-pickup-in-store program (“BOPIS”). For example, all BOPIS transactions, which are originated by our website, are allocated to e-commerce sales for the purpose of comparable sales, despite the fact that our customers pick-up these purchases from a specific store.

Increases or decreases in e-commerce between periods being compared directly impact the comparable sales results. Various factors affect comparable sales, including consumer preferences, buying trends and overall economic trends; our ability to identify and respond effectively to customer preferences and local and regional trends; our ability to provide an assortment of high quality/value oriented product offerings that generate new and repeat visits to our stores and our website; the customer experience and unique services we provide in our stores; our ability to execute our omnichannel strategy, including the growth of our e-commerce business; changes in product mix and pricing, including promotional activities; the number of items purchased per visit and average order value; a shift in the timing of a holiday between comparable periods; and the number of stores that have been in operation for more than thirteen months.

The comparable sales metric for the 2025 first quarter compares the thirteen weeks ended May 3, 2025 versus the thirteen weeks ended May 4, 2024. The prior year rate of decline in comparable store sales slowed in the 2025 first quarter with a 2025 first quarter comparable sales decrease of 3.7% compared to 5.7% in the 2024 first quarter. See the discussion on Net Sales below for factors contributing to these changes.

Transactions and average ticket. We define transactions as the number of customer transactions for stores and e-commerce during a given period on a comparable sales basis. Transactions are influenced by customer traffic, the amount of customers that visited our stores or website, and sales conversion, the percent of those customers that made a purchase. We define average ticket as total sales divided by the number of transactions during a given period, which tells us the average amount the customer is spending on a purchase.

Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow. Management uses Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Management also uses Adjusted EBIT as a performance target to establish and award discretionary annual incentive compensation. See “Non-GAAP Measures” below.

Components of Our Results of Operations. Our profitability is primarily influenced by fluctuations in net sales, gross margin and our ability to leverage selling, general and administrative expenses.

Net Sales. Net sales are derived from in-store and e-commerce merchandise sales, net of sales tax and an allowance for merchandise returns.

Net sales fluctuations can be driven by new store openings, comparable sales increases or decreases including e-commerce sales, our ability to adjust inventory based on sales fluctuations, our management of vendor relations and meeting customer ~~demand, allowances and logistics, seasonality, unseasonal or extreme weather, changes in consumer shopping preferences, consumer discretionary spending, and market and sales promotions.~~

demand, allowances and logistics, seasonality, unseasonal or extreme weather, changes in consumer shopping preferences, consumer discretionary spending, and market and sales promotions.

We must maintain sufficient inventory levels of merchandise that our customers desire to successfully operate our business. A shortage of popular merchandise could reduce our net sales. Conversely, we also must seek to avoid accumulating excess inventory to avoid markdowns and clearance which negatively impact sales and gross margin. We have deployed several new tools over recent years to improve inventory handling and vendor management, including third-party programs to analyze our inventory stock and execute a disciplined markdown strategy throughout the year at every location. This implementation, along with other factors, has allowed us to improve our inventory management in stores over the past few years. We have coupled these tools with the data we have been able to collect from our Academy Credit Card program, our customer database and targeted customer surveys, so that we can better estimate future inventory requirements. It is imperative that we continue to find innovative ways to strengthen our inventory management if we are to remain competitive and expand our margins on a go-forward basis.

~~Our broad assortment gives us an advantage over mass general merchants who typically do not carry the leading national brands sold at Academy.~~ We have ~~also~~ continued to add private label brand products to our assortment of products, which we generally price lower than the national brand products of comparable quality that we also offer. Furthermore, our softgoods merchandise divisions, which consist of apparel and footwear, have higher margins than our hardgoods merchandise divisions, which consist of outdoors and sports and recreation. A shift in sales mix toward softgoods would generally have a positive impact on gross margin and a shift in sales mix towards hardgoods would generally have a negative impact on gross margin.

The expansion and enhancement of our omnichannel capabilities has resulted in increased sales in recent years. We continue to invest in initiatives that will increase traffic to our stores and e-commerce platform, which includes our website and mobile app, and drive increased sales conversion. These initiatives include investments in our new customer data platform and the development of strategies that focus on customer segmentation with the intention of improving customer identification and increasing customer engagement. Additionally, we continue to implement several ~~innovative~~ website features to enhance the customer online shopping experience, including a redesigned home page, additional BOPIS features, and enhanced shipping notifications. Our improved e-commerce platform supports our stores with digital marketing and our BOPIS and ship-to-store programs. These platforms allow us to connect further with our customers for marketing and product education and assists us in introducing customers to the Academy brand by reaching customers outside of our current store footprint. During the 2025 ~~first~~year-to-date second quarter, stores facilitated approximately 95% of our total sales, including ship-from-store, BOPIS and in-store retail sales. We expect to continue to invest in expanding and enhancing our omnichannel capabilities, including our mobile app, optimizing the web site experience and upgrading our fulfillment capabilities, which will continue to require further investments by us.

We expect that new stores will be a key driver of growth in our net sales and gross margin in the future as we execute our new store opening growth plans. Our growth strategy encompasses both deepening our presence in existing markets as well as entering new markets, leveraging enhanced brand awareness and operational efficiencies. Our new store model favors off-mall locations within power centers or stand-alone buildings. We utilize comprehensive demographic and trade data to guide our real estate site selection. During the 2025 ~~first~~second quarter, we opened 53 new stores. Our strategic real estate approach, including the 4447 stores opened since fiscal year 2021, has positioned us effectively for continued expansion.

Gross Margin. Gross margin is our net sales less cost of goods sold. Our cost of goods sold includes the direct cost of merchandise and costs related to procurement, warehousing and distribution, which consist primarily of transportation, payroll and benefits and distribution center occupancy costs and are generally variable in nature relative to our sales volume.

Our gross margin depends on a number of factors, such as net sales increases or decreases, our promotional activities, product mix including private label merchandise sales, and our ability to control cost of goods sold, such as inventory and logistics cost management. Our gross margin is also impacted by variables including commodity costs, freight costs, shrinkage (discussed below), inventory processing costs and e-commerce shipping costs. We track and measure gross margin as a percentage of net sales in order to evaluate our performance against profitability targets.

We refer to loss or theft of inventory as “shrinkage” or “shrink”. A prolonged period of significant increased shrink could have a material negative impact on our gross margin and results of operations.

Selling, General and Administrative Expenses. Selling, general and administrative (“SG&A”) expenses include store and corporate administrative payroll and payroll benefits, store and corporate headquarters occupancy costs, advertising, credit card processing, information technology, pre-opening costs and other store and administrative expenses. These expenses are both variable and fixed in nature. SG&A expenses as a percentage of sales increased from 2524.98% in the 2024 ~~first~~year-to-date second quarter to 2826.89% in the 2025 ~~first~~year-to-date second quarter, primarily attributable to increased strategic investments, including the addition of 21 new stores. Wesince ~~track~~the ~~and~~end ~~measure operating expenses as a percentage~~ of ~~net~~the ~~sales~~2024 insecond ~~order~~quarter. toWe ~~evaluate~~track ~~our~~and ~~performance~~measure ~~against~~operating ~~profitability targets. Management of SG&A~~ expenses ~~depends~~as ~~on our ability to balance~~ a ~~control~~percentage of ~~operating costs, such as store and corporate headcount, information technology infrastructure and marketing and advertising expenses, while efficiently and effectively servicing our customers.~~

net sales in order to evaluate our performance against profitability targets. Management of SG&A expenses depends on our ability to balance a control of operating costs, such as store and corporate headcount, information technology infrastructure and marketing and advertising expenses, while efficiently and effectively servicing our customers.

Pre-opening expenses represent non-capital expenditures associated with the opening of new stores and distribution centers prior to sales generation or start of operations, which consist primarily of occupancy costs, marketing, payroll and recruiting costs, and are expensed as incurred. As we execute our new store opening growth plans, we expect our pre-opening expenses to increase and result in a negative impact to SG&A as a percentage of sales. The following table summarizes our pre-opening expense activity for the periods presented:

	Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
					May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Number of new stores opened	3		1		58		23
Total pre-opening expenses incurred (in millions)	$	5.2	$	2.7	$	38.35	$	1.4.7

Interest Expense. Interest expense includes regular interest payable related to our Term Loan, Notes and ABL Facility (see Note 4 to the accompanying financial statements) and the amortization of our deferred loan costs and original issuance discounts associated with the acquisition of the debt.

Income Tax Expense. ASO, Inc. is treated as a U.S. corporation for U.S. federal, state, and local income tax purposes and accordingly, a provision for income taxes has been recorded for the anticipated tax consequences of our reported results of operations for federal, state and local income taxes. Recent fluctuations in income tax expense have been primarily as a result of changes in income before income taxes and changes in equity awards activity.

2223

Results of Operations

Thirteen Weeks Ended ~~May~~August 32, 2025 Compared to Thirteen Weeks Ended ~~May~~August 43, 2024

The following table sets forth amounts and information derived from our unaudited statements of income for the periods indicated as follows (dollar amounts in thousands):

	Thirteen Weeks Ended								Change
	May 3, 2025				May 4, 2024				Dollars		Percent
	August 2, 2025				August 3, 2024				Dollars		Percent
Net sales	$	1,~~351~~599,~~409~~838	100.0	%	$	1,~~364~~548,~~220~~980	100.0	%	$	~~(12~~50,~~811)~~858	(03.9)3	%
Cost of goods sold	~~892~~1,~~540~~023,105		6664.0	%	~~908~~990,~~427~~255		6663.69	%	~~(15~~32,~~887)~~850		(13.7)3	%
Gross margin	~~458~~576,~~869~~733		3436.0	%	~~455~~558,~~793~~725		3336.41	%	318,~~076~~008		03.72	%
Selling, general and administrative expenses	~~389~~404,~~604~~352		2825.83	%	~~353~~368,~~410~~639		2523.98	%	3635,~~194~~713		109.27	%
Operating income	69172,~~265~~381		510.18	%	~~102~~190,~~383~~086		712.53	%	(3317,~~118~~705)		(329.3)	%
Interest expense, net	9,~~044~~028		0.76	%	9,~~486~~071		0.76	%	(~~442~~43)		(40.75)	%
Write off of deferred loan costs	—		—	%	449		—	%	(449)		(100.0)	%
Other income, net	1,480		0.1	%	5,531		0.4	%	(4,051)		(73.2)	%
Other (income), net	(2,807)		(0.2)	%	(5,204)		(0.4)	%	2,397		(46.1)	%
Income before income taxes	164,833		10.3	%	186,546		12.0	%	(21,713)		(11.6)	%
Income before income taxes	63,028		4.7	%	97,652		7.2	%	(34,624)		(35.5)	%
Income tax expense	39,399		2.5	%	43,958		2.8	%	(4,559)		(10.4)	%
Income tax expense	16,944		1.3	%	21,187		1.6	%	(4,243)		(20.0)	%
Net income	$	125,434	7.8	%	$	142,588	9.2	%	$	(17,154)	(12.0)	%
Net income	$	46,084	3.4	%	$	76,465	5.6	%	$	(30,381)	(39.7)	%

*Percentages in table may not sum properly due to rounding.

Net Sales. Net sales ~~decreased~~increased $1250.89 million, or 03.93%, in the 2025 ~~first~~second quarter over the prior year ~~first~~second quarter~~, which was primarily a result of decreased comparable sales~~. We ~~opened~~The 19increase ~~new stores since the end~~ of ~~the 2024 first quarter, 5 of which opened throughout the 2025 first quarter~~3. ~~During the 2025 first quarter, these 19 stores generated $45.~~3% ~~million~~in of net sales, ~~including~~was ~~e-commerce. Since~~driven ~~re-launching~~by ~~our~~increased ~~new~~sales ~~store program in 2022, we have opened 44 new stores, 25~~ of ~~which have been open for at least twelve months~~3.7% ~~Over~~in the ~~last~~apparel ~~twelve~~merchandise ~~months~~division, ~~those~~3.6% ~~25 stores have averaged approximately $13 million~~ in ~~net~~the ~~sales~~footwear ~~per~~merchandise ~~store~~division, ~~including e-commerce~~3.5% ~~We believe that performance of new stores~~ in ~~year one is partially affected by~~ the ~~season~~sports inand ~~which~~recreation ~~the~~merchandise ~~new~~division ~~store opens~~ and ~~the~~2.5% ~~brand awareness~~ in the ~~region~~outdoor ~~the~~merchandise ~~new store opens~~division.

~~Comparable~~We ~~sales~~opened ~~decreased~~21 ~~3.7%~~new ~~driven~~stores bysince ~~lower~~the ~~sales~~end ~~across~~of ~~all~~the ~~merchandise~~2024 ~~divisions~~second asquarter, a3 ~~result~~ of awhich 5opened throughout the 2025 second quarter.2% During ~~decrease~~the in2025 ~~comparable~~second ~~transactions~~quarter, ~~partially~~these ~~offset~~21 bystores angenerated ~~increase~~$60.8 inmillion ~~average~~of ~~ticket~~net ofsales, 1including e-commerce.~~5%.~~ ~~The~~Since ~~decrease~~re-launching ofour ~~0.9%~~new store program in ~~net~~2022, ~~sales~~we ~~was~~have ~~driven~~opened by47 ~~decreased~~new ~~sales~~stores, 26 of 1which have been open for at least twelve months.8% inOver the ~~outdoor~~last ~~merchandise~~twelve ~~division~~months, ~~0.6%~~those in26 ~~the~~stores ~~sports~~have ~~and~~averaged ~~recreation~~approximately ~~merchandise~~$13 ~~division~~million ~~and~~in 0net sales per store, including e-commerce.5% We believe that performance of new stores in ~~the~~year ~~apparel~~one ~~division,~~is partially ~~offset~~affected by anthe ~~increase~~season ofin ~~0.1%~~which the new store opens and the brand awareness in the ~~footwear~~region ~~division~~the new store opens.

~~E-commerce~~Comparable ~~net~~ sales ~~represented~~increased ~~10.~~0.2% ofdriven ~~merchandise~~by higher sales ~~for~~across ~~the~~all ~~2025~~merchandise ~~first~~divisions, ~~quarter~~except ~~compared~~outdoor, toas 9a result of a 1.05% ~~for~~increase ~~the~~in ~~prior~~average ~~year~~ticket, ~~first~~partially ~~quarter~~offset by a decrease in comparable transactions of 1.4%.

~~Gross~~E-commerce ~~Margin. Gross~~net ~~margin~~sales ~~increased~~represented $310.~~1 million, or 0.7~~9%, ~~to $458.9 million in the 2025 first quarter from $455.8 million in the 2024 first quarter. As a percentage~~ of ~~net~~merchandise sales, ~~gross~~for ~~margin increased 60 basis points from 33.4% in~~ the ~~2024~~2025 ~~first~~second quarter compared to 349.07% infor the ~~2025~~prior ~~first~~year second quarter. The increase of 60 basis points in gross margin was primarily attributable to 40 basis points of favorability in merchandise margin as a result of managing prices to provide differentiated value and newness to our customers and 10 basis points of favorability as a result of decreased inventory shrink.

~~Selling,~~Gross ~~General and Administrative Expenses~~Margin. ~~SG&A~~Gross ~~expenses~~margin increased $3618.20 million, or 103.2%, to $~~389~~576.67 million in the 2025 ~~first~~second quarter asfrom ~~compared to~~ $~~353~~558.47 million in the 2024 ~~first~~second quarter. As a percentage of net sales, ~~primarily~~gross asmargin remained relatively constant, with a ~~result~~decrease of 10 ~~our~~basis ~~increased~~points ~~strategic~~primarily ~~investments~~due ofto ~~$33.4~~the ~~million~~effects inof ~~new~~rounding ~~stores,~~as ~~technology,~~shown ~~and~~in the ~~Jordan~~table ~~Brand launch~~above.

~~Write~~Selling, ~~off~~General ofand ~~Deferred~~Administrative ~~Loan Costs~~Expenses. ~~Write~~SG&A ~~off~~expenses ofincreased ~~deferred~~$35.7 ~~loan~~million, ~~costs~~or ~~decreased~~9.7%, byto $0404.4 million in the 2025 ~~first~~second quarter ~~when~~as compared ~~with~~to ~~the~~$368.6 ~~2024~~million ~~first quarter,~~ in ~~connection with~~ the ~~amendment~~2024 ~~that~~second ~~led~~quarter, toprimarily ~~the~~as ~~write~~a ~~off~~result of ~~deferred~~our ~~loan~~increased ~~costs~~strategic oninvestments ~~the~~of ~~ABL~~$26.8 ~~Facility~~million in ~~the~~new ~~2024~~stores ~~first~~and ~~quarter~~technology.

Interest Expense. Interest expense ~~decreased~~remained ~~$0.4~~relatively ~~million,~~constant ~~or 4.7%,~~ in the 2025 ~~first~~second quarter when compared with the 2024 ~~first~~second quarter ~~primarily resulting from lower interest rates and a lower outstanding balance on our Term Loan~~.

23Other Income, net. Other income, net, decreased $4.1 million in the 2025 second quarter when compared with the 2024 second quarter, primarily driven by decreased money market investments at lower interest rates in the 2025 second quarter when compared with the 2024 second quarter.

Other (Income), net. Other (income), net, decreased $2.4 million in the 2025 first quarter when compared with the 2024 first quarter, primarily driven by decreased money market investments at lower interest rates in the 2025 first quarter when compared with the 2024 first quarter.24

Income Tax Expense. Income tax expense decreased $4.26 million to $1639.94 million for the 2025 ~~first~~second quarter as compared to $2144.20 million in the 2024 ~~first~~second quarter, resulting primarily from a decrease in pre-tax income. ASO, Inc.'s effective income tax rate was 2623.9% in the ~~first~~second quarter of 2025 compared to 2123.76% in the ~~first~~second quarter of 2024. The increase in ~~the~~ effective tax rate compared to the prior year quarter is due to a ~~higher~~reduction ~~number of employee equity awards vesting and exercised~~ in ~~the 2024~~excess ~~first~~tax ~~quarter~~benefits atfor ~~a higher~~ share ~~price~~based ~~compared with the 2025 first quarter~~compensation.

Twenty-Six Weeks Ended August 2, 2025 Compared to Twenty-Six Weeks Ended August 3, 2024

The following table sets forth amounts and information derived from our unaudited statements of income for the periods indicated as follows (dollar amounts in thousands):


	Twenty-Six Weeks Ended								Change
	August 2, 2025				August 3, 2024				Dollars		Percent
Net sales	$	2,951,247	100.0	%	$	2,913,200	100.0	%	$	38,047	1.3	%
Cost of goods sold	1,915,645		64.9	%	1,898,681		65.2	%	16,964		0.9	%
Gross margin	1,035,602		35.1	%	1,014,519		34.8	%	21,083		2.1	%
Selling, general and administrative expenses	793,956		26.9	%	722,050		24.8	%	71,906		10.0	%
Operating income	241,646		8.2	%	292,469		10.0	%	(50,823)		(17.4)	%
Interest expense, net	18,072		0.6	%	18,557		0.6	%	(485)		(2.6)	%
Write off of deferred loan costs	—		—	%	449		—	%	(449)		(100.0)	%
Other income, net	4,287		0.1	%	10,735		0.4	%	(6,448)		(60.1)	%
Income before income taxes	227,861		7.7	%	284,198		9.8	%	(56,337)		(19.8)	%
Income tax expense	56,343		1.9	%	65,145		2.2	%	(8,802)		(13.5)	%
Net income	$	171,518	5.8	%	$	219,053	7.5	%	$	(47,535)	(21.7)	%

*Percentages in table may not sum properly due to rounding.

Net Sales. Net sales increased $38.0 million, or 1.3%, year-to-date 2025 compared to year-to-date 2024, which was driven by increased sales of 1.9% in the footwear merchandise division, 1.9% in the apparel merchandise division, 1.3% in the sports and recreation merchandise division and 0.6% in the outdoor division.

We opened 21 new stores since the end of the 2024 second quarter, 3 of which opened throughout the 2025 second quarter. During the year-to-date 2025, these 21 stores generated $103.8 million of net sales, including e-commerce. Since re-launching our new store program in 2022, we have opened 47 new stores, 26 of which have been open for at least twelve months. Over the last twelve months, those 26 stores have averaged approximately $13 million in net sales per store, including e-commerce. We believe that performance of new stores in year one is partially affected by the season in which the new store opens and the brand awareness in the region the new store opens.

Comparable sales decreased 1.7% driven by lower sales across all merchandise divisions as a result of a 3.1% decrease in comparable transactions, partially offset by an increase in average ticket of 1.5%.

E-commerce net sales represented 10.5% of merchandise sales for the year-to-date 2025 compared to 9.4% for the year-to-date 2024.

Gross Margin. Gross margin increased $21.1 million, or 2.1%, to $1,035.6 million for the year-to-date 2025 from $1,014.5 million for the year-to-date 2024. As a percentage of net sales, gross margin increased 30 basis points from 34.8% for the year-to-date 2024 to 35.1% for the year-to-date 2025. The increase of 30 basis points in gross margin was primarily attributable to 50 basis points of favorability in merchandise margin, which was partially offset by 20 basis points of unfavorability due to increased shrink and e-commerce shipping.

Selling, General and Administrative Expenses. SG&A expenses increased $71.9 million, or 10.0%, to $794.0 million for the year-to-date 2025 as compared to $722.1 million for the year-to-date 2024, primarily as a result of our increased strategic investments of $60.2 million in new stores, technology, and the Jordan Brand launch.

Write off of Deferred Loan Costs. Write off of deferred loan costs decreased by $0.4 million for the year-to-date 2025 when compared with the year-to-date 2024, in connection with the amendment in the 2024 first quarter that led to the write off of deferred loan costs on the ABL Facility for the year-to-date 2024.

Interest Expense. Interest expense decreased $0.5 million, or 2.6%, for the year-to-date 2025 when compared with the year-to-date 2024 primarily resulting from lower interest rates and a lower outstanding balance on our Term Loan.

Other Income, net. Other income, net, decreased $6.4 million for the year-to-date 2025 when compared with the year-to-date 2024, primarily driven by decreased money market investments at lower interest rates in the year-to-date 2025 when compared with the year-to-date 2024.

Income Tax Expense. Income tax expense decreased $8.8 million to $56.3 million for the year-to-date 2025 as compared to $65.1 million for the year-to-date 2024, resulting primarily from a decrease in pre-tax income. ASO, Inc.'s effective tax rate was 24.7% for the year-to-date 2025 compared to 22.9% for the year-to-date 2024. The increase in the effective tax rate compared to the prior year is due to a higher number of employee equity awards vesting and exercised in 2024 at a higher share price compared with 2025.

Non-GAAP Measures

Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow, as shown below, have been presented in this Quarterly Report as supplemental measures of financial performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). We define Adjusted EBITDA as net income (loss) before interest expense, net, income tax expense and depreciation, amortization and impairment and other adjustments included in the table below. We define Adjusted EBIT as Adjusted EBITDA less depreciation and amortization. We describe these adjustments reconciling net income (loss) to Adjusted EBITDA and to Adjusted EBIT in the applicable table below. We define Adjusted Net Income as net income (loss) plus other adjustments included in the table below, less the tax effect of these adjustments. We define basic Adjusted Earnings per Share as Adjusted Net Income divided by the basic weighted average common shares outstanding during the period and diluted Adjusted Earnings per Share as Adjusted Net Income divided by the diluted weighted average common shares outstanding during the period. We describe these adjustments by reconciling net income (loss) to Adjusted Net Income and Adjusted Earnings per Share in the applicable table below. We describe Adjusted Free Cash Flow as net cash provided by (used in) operating activities less net cash used in investing activities. We describe this adjustment by reconciling net cash provided by (used in) operating activities to Adjusted Free Cash Flow in the applicable table below.

We believe Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management believes Adjusted Free Cash Flow is a useful measure of liquidity and an additional basis for assessing our ability to generate cash. Management uses Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. Management has also historically used Adjusted EBIT as a performance target to establish and award discretionary annual incentive compensation.

Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or net cash provided by (used in) operating activities as a measure of liquidity, or any other performance measures derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share should not be construed to imply that our future results will be unaffected by unusual or non-recurring items. In evaluating Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow should not be construed to imply that our future results will be unaffected by any such adjustments.

Our Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share do not reflect costs or cash outlays for capital expenditures or contractual commitments;

•Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share do not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA and Adjusted EBIT do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, and Adjusted Free Cash Flow does not reflect the cash requirements necessary to service principal payments on our debt;

•Adjusted EBITDA and Adjusted EBIT do not reflect period to period changes in taxes, income tax expense or the cash necessary to pay income taxes;

•Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted Free Cash Flow do not reflect cash requirements for such replacements; and

•other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness. Management compensates for these limitations by primarily relying on our GAAP results in addition to using Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow supplementally.

Adjusted EBITDA and Adjusted EBIT

The following table provides reconciliations of net income to Adjusted EBITDA and to Adjusted EBIT for the periods presented (amounts in thousands):

		Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
						May 3, 2025		May 4, 2024
		August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net income		$	125,434	$	142,588	$	46171,~~084~~518	$	76219,~~465~~053
Interest expense, net		9,028		9,071		918,~~044~~072		918,~~486~~557
Income tax expense		39,399		43,958		1656,~~944~~343		2165,~~187~~145
Depreciation and amortization		31,021		28,918		3061,~~150~~171		2857,~~853~~771
Equity compensation (a)		7,602		7,955		715,~~542~~144		614,~~138~~093
Write off of deferred loan costs		—		—		—		449
Adjusted EBITDA		$	212,484	$	232,490	$	~~109~~322,~~764~~248	$	~~142~~375,~~578~~068
Less: Depreciation and amortization		(31,021)		(28,918)		(3061,~~150~~171)		(2857,~~853~~771)
Adjusted EBIT		$	181,463	$	203,572	$	79261,~~614~~077	$	~~113~~317,~~725~~297
(a)	Represents non-cash charges related to equity-based compensation, which vary from period to period depending on certain factors such as timing and valuation of awards, achievement of performance targets and equity award forfeitures.

Adjusted Net Income and Adjusted Earnings per Share

The following table provides a reconciliation of net income to Adjusted Net Income and Adjusted Earnings per Share for the periods presented (amounts in thousands, except per share data):

		Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
						May 3, 2025		May 4, 2024
		August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net income		$	125,434	$	142,588	$	46171,~~084~~518	$	76219,~~465~~053
Equity compensation (a)		7,602		7,955		715,~~542~~144		614,~~138~~093
Write off of deferred loan costs		—		—		—		449
Tax effects of these adjustments (b)		(1,717)		(1,901)		(23,~~029~~745)		(13,~~432~~333)
Adjusted Net Income		$	131,319	$	148,642	$	51182,~~597~~917	$	81230,~~620~~262
Earnings per common share:
Basic		$	1.89	$	1.99	$	02.6957	$	13.0300
Diluted		$	1.85	$	1.95	$	02.6852	$	12.0193
Adjusted Earnings per Share:
Basic		$	1.97	$	2.07	$	02.7774	$	13.1016
Diluted		$	1.94	$	2.03	$	02.7669	$	13.08
Weighted average common shares outstanding:
Basic		66,539		71,829		6766,~~122~~831		7372,~~993~~911
Diluted		67,689		73,289		68,~~170~~043		7574,~~798~~651
(a)	Represents non-cash charges related to equity-based compensation, which vary from period to period depending on certain factors such as timing and valuation of awards, achievement of performance targets and equity award forfeitures.
(b)	For the thirteen and twenty-six weeks ended ~~May~~August 32, 2025 and ~~May~~August 43, 2024, this represents the estimated tax effect (by using the projected full year tax rates for the respective years) of the total adjustments made to arrive at Adjusted Net Income.

Adjusted Free Cash Flow

The following table provides a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow for the periods presented (amounts in thousands):

	Thirteen Weeks Ended		~~Thirteen Weeks Ended~~		Twenty-Six Weeks Ended
					May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024		August 2, 2025		August 3, 2024
Net cash provided by operating activities	$	78,575	$	91,346	$	~~157~~236,~~472~~047	$	~~199~~291,~~677~~023
Net cash used in investing activities	(56,911)		(41,384)		(50107,~~988~~899)		(3273,~~355~~739)
Adjusted Free Cash Flow	$	21,664	$	49,962	$	~~106~~128,~~484~~148	$	~~167~~217,~~322~~284

Liquidity and Capital Resources

Sources and Uses of Liquidity

Our principal liquidity requirements are for working capital, capital expenditures and cash used to pay our debt obligations and related interest expense. We also use cash to pay dividends and to repurchase common stock. We fund these liquidity requirements through cash and cash equivalents, cash generated from operating activities, issuances of debt (such as the Notes) and borrowings under our ABL Facility. On ~~May~~August 32, 2025, our cash and cash equivalents totaled $~~285~~300.19 million. We believe our cash and cash equivalents, as well as our availability under the ABL Facility, will be sufficient to fund our cash requirements for the next 12 months and the longer term foreseeable future.

Long-Term Debt

As of ~~May~~August 32, 2025, the Company's long-term debt and interest rates consist of :

•Notes - 6.00% fixed rate senior secured notes with $400 million in principal outstanding and full principal maturing November 15, 2027;

•Term Loan - 8.1819% variable rate term-loan with $8887.03 million in principal outstanding maturing November 6, 2027 and requiring quarterly principal payments of $750 thousand ~~through September 30, 2027~~; and

•ABL Facility - $1.0 billion commitment on a variable rate secured asset-based revolving credit facility with no principal outstanding maturing March 8, 2029.

See Note 4 to the accompanying financial statements for further disclosure regarding our debt agreements. The following table summarizes our current debt obligations by fiscal year (amounts in thousands):

	2025		2026		2027		2028		2029	Total
Term Loan and related interest (1)	$	74,~~110~~691	$	9,159	$	87,725	$	—	—	$	~~103~~101,~~994~~575
Notes and related interest (2)	2412,000		24,000		424,000		—		—	~~472~~460,000
ABL Facility and related interest (3)	1,~~868~~243		2,500		2,500		2,500		268	9,~~636~~011
(1) Interest payments do not include amortization of discount and debt issuance costs and are approximated based on projected interest rates and assume no unscheduled principal payments.
(2) Interest payments do not include amortization of debt issuance costs and assumes Notes are paid in full at maturity date.
(3) Assumes a minimum revolving credit commitment of $1.0 billion and assumes no balances drawn on our ABL Facility.

Liquidity information related to the ABL Facility is as follows for the periods shown (dollar amounts in thousands):

	Thirteen Weeks Ended
	Twenty-Six Weeks Ended
	May 3, 2025		May 4, 2024
	August 2, 2025		August 3, 2024
Average funds drawn	$	—	$	~~129~~64
Number of days with outstanding balance	—		3
Maximum daily amount outstanding	$	—	$	3,900
Minimum available borrowing capacity	$	953,921	$	977,254

Liquidity information related to the ABL Facility (amounts in thousands) as of:

May 3, 2025

February 1, 2025

May 4, 2024

August 2, 2025

February 1, 2025

August 3, 2024

Outstanding borrowings

—

Issued letters of credit

109,~~832~~130

9,258

119,~~553~~258

Available borrowing capacity

~~989~~990,~~168~~870

955,495

~~981~~990,~~154~~742

Leases

We predominantly lease store locations, distribution centers, office space and certain equipment under operating leases expiring between fiscal years 2024 and 2044. Operating lease obligations include future minimum lease payments under all of our non-cancelable operating leases at ~~May~~August 32, 2025. The following table summarizes our remaining operating lease obligations by fiscal year (amounts in thousands):

	2025		2026		2027		2028		2029		After 2029		Total
Operating lease payments (1) (2)	$	~~165~~103,~~484~~999	$	~~249~~251,~~670~~562	$	~~235~~239,~~970~~231	$	~~218~~222,~~454~~069	$	~~201~~205,~~213~~355	$	1,~~075~~130,~~808~~983	$	2,~~146~~153,~~599~~199
(1) Minimum lease payments have not been reduced by sublease rentals of $1.7 million due in the future under non-cancelable sub-leases.
(1) Minimum lease payments have not been reduced by sublease rentals of $1.6 million due in the future under non-cancelable sub-leases.
(2) These balances include stores where we have an executed contract but have not taken possession of the location as of May 3, 2025.
(2) These balances include stores where we have an executed contract but have not taken possession of the location as of August 2, 2025.

Share Repurchases

On ~~November~~December 294, ~~2023~~2024, the Company's Board of Directors approved a new share repurchase program ~~(the “2023 Share Repurchase Program”)~~ under which the Company ~~was~~is authorized to purchase up to ~~$600~~700 million of its outstanding shares during the three-year period ending ~~November~~December 294, ~~2026~~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 will depend on a variety of factors, including legal requirements, price and 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. As of August 2, 2025, the Company had $536.5 million remaining for share repurchases under the Share Repurchase Programs. See Note 2 to the consolidated financial statements.

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 2023 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 will depend on a variety of factors, including legal requirements, price and 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. As of May 3, 2025, the Company had $536.5 million remaining for share repurchases under the Share Repurchase Programs. See Note 2 to the consolidated financial statements.30

The following table summarizes our share repurchases for the 2025 first ~~quarter~~and second quarters (dollar amounts in thousands, except per share amounts):

	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Amount Repurchased (1)
First Quarter (February 2, 2025 to May 3, 2025)(2)	2,080,772	47.59		99,031
First Quarter (February 2, 2025 to May 3, 2025)	2,080,772	$	47.59	$	99,031
Total Shares Repurchased	2,080,772	$	47.59	$	99,031
Second Quarter (May 4, 2025 to August 2, 2025)	—	—		—
Total Share Repurchase Activity	2,080,772	$	47.59	$	99,031
(1) Excludes the impact of unpaid excise taxes.
(2) See Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds for further detail on the 2025 first quarter share repurchases.

Dividends

The following table summarizes our quarterly dividend payments ~~for~~in ~~the~~ 2025 first ~~quarter~~and second quarters (amounts in thousands, except per share amounts):

	Dividend per Share		Total Dividends Paid		Stockholder Date of Record
First Quarter (February 2, 2025 to May 3, 2025)	$	0.13	$	8,716	March 25, 2025
Total Dividends Paid			$	8,716
Second Quarter (May 4, 2025 to August 2, 2025)	0.13		8,649		June 19, 2025
Total Dividends Paid			$	17,365

Capital Expenditures

The following table summarizes our capital expenditures for the ~~thirteen~~twenty-six weeks ended ~~May~~August 32, 2025 and ~~May~~August 43, 2024 (amounts in thousands):

Thirteen Weeks Ended

Twenty-Six Weeks Ended

May 3, 2025

May 4, 2024

August 2, 2025

August 3, 2024

New stores

2549,~~970~~368

1637,~~789~~504

Corporate, e-commerce and information technology programs

2220,~~953~~522

921,~~706~~115

Updates for existing stores and distribution centers

1,907

5,732

Existing stores, distribution centers and other

37,686

14,806

Total capital expenditures

50107,~~830~~576

3273,~~227~~425

We expect capital expenditures for fiscal ~~year~~ 2025 to be between $180 million and $220 million. The following table summarizes our forecasted allocation of capital expenditures for fiscal year 2025:

	2025
New stores	60	%
Corporate, e-commerce and information technology programs	20	%
Updates for existing stores and distribution centers	20	%
Existing stores, distribution centers and other	20	%

We review forecasted capital expenditures throughout the year and will adjust our capital expenditures based on business conditions at that time.

~~Cash Flows for the Thirteen Weeks Ended May 3, 2025 and May 4, 2024~~ 31

	Thirteen Weeks Ended
	May 3, 2025		May 4, 2024
Net cash provided by operating activities	$	157,472	$	199,677
Net cash used in investing activities	(50,988)		(32,355)
Net cash used in financing activities	(110,309)		(137,097)
Net increase (decrease) in cash and cash equivalents	$	(3,825)	$	30,225

Cash Flows for the Twenty-Six Weeks Ended August 2, 2025 and August 3, 2024

Our unaudited statements of cash flows are summarized as follows (in thousands):


	Twenty-Six Weeks Ended
	August 2, 2025		August 3, 2024
Net cash provided by operating activities	$	236,047	$	291,023
Net cash used in investing activities	(107,899)		(73,739)
Net cash used in financing activities	(116,217)		(240,636)
Net increase (decrease) in cash and cash equivalents	$	11,931	$	(23,352)

Operating Activities. Cash flows from operating activities are seasonal in our business. Typically, cash flows from operations are used to build inventory in advance of peak selling seasons, with the fourth quarter pre-holiday season inventory increase being the most significant.

Cash provided by operating activities infor the year-to-date 2025 ~~first quarter~~ decreased $4255.20 million, compared to ~~2024~~year-to-date ~~first quarter~~2024. This decrease is attributable to:

•$3047.45 million decrease in net income; and

•$2142.43 million net decrease in cash flows provided by operating assets and liabilities; partially offset by

•$934.68 million net increase in non-cash charges.

The decrease in cash flows from operating assets and liabilities was primarily attributable to:

•$8881.56 million decrease in cash flows from ~~merchandise~~working ~~inventories,~~capital ~~net~~ due to ~~increased~~pull-forward of inventory ~~receipts~~purchases at pre-tariff rates relative to the prior year ~~first quarter~~period; partially offset by

•$4540.3 million increase in cash flows from ~~accounts~~prepaid ~~payable,~~expenses ~~due~~and toother ~~timing~~current ofassets, ~~payments~~largely ~~relative~~driven toby ~~the~~timing ~~prior~~of ~~year~~construction ~~first~~reimbursement ~~quarter;~~payments ~~and~~received

~~•$20~~Investing Activities.7 Cash ~~million~~used ~~increase~~ in ~~cash~~investing ~~flows~~activities ~~from~~increased ~~prepaid~~$34.2 ~~expenses~~million ~~and~~in ~~other~~the ~~current~~year-to-date ~~assets,~~2025 ~~largely~~compared ~~driven~~to bythe ~~timing~~year-to-date of2024. The ~~construction~~increase ~~reimbursement~~in ~~payments~~cash ~~received~~used in ~~the~~investing ~~2025~~activities ~~first~~was ~~quarter~~primarily ~~relative~~attributable to ~~the prior year first quarter.~~:

~~Investing Activities~~•$34. ~~Cash~~2 ~~used~~million increase in ~~investing~~capital ~~activities~~expenditures, ~~increased~~primarily ~~$18.6~~driven ~~million~~by inincreased ~~the~~spending ~~2025~~related ~~first~~to ~~quarter~~updates ~~compared~~for toexisting ~~the~~stores ~~2024~~and ~~first~~distribution ~~quarter. The~~centers, ~~increase~~as inwell ~~cash~~as ~~used~~new stores in ~~investing~~the ~~activities~~year-to-date is2025 ~~primarily~~compared ~~related~~to the year-to:-date 2024.

~~•$18~~Financing Activities.6 Cash ~~million~~used ~~increase~~ in ~~capital~~financing ~~expenditures,~~activities ~~primarily~~decreased ~~driven~~$124.4 bymillion ~~increased~~in ~~spending~~the ~~related~~ year-to-date ~~Corporate~~2025, ~~E-commerce,~~compared ~~and~~to ~~information technology programs in~~ the ~~2025~~year-to-date ~~first~~2024. The ~~quarter~~primary ~~relative~~driver toof the ~~prior~~decrease ~~year~~was: ~~first quarter.~~

~~Financing Activities. Cash used in financing activities decreased~~ •$26121.83 million decrease in ~~the~~cash ~~2025~~outflows ~~first~~for ~~quarter,~~repurchases ~~compared~~of tocommon ~~the~~stock ~~2024~~in ~~first quarter. The primary driver of~~ the ~~decrease~~year-to-date ~~was:~~ 2025.

•$23.4 million decrease in cash outflows for repurchases of common stock in the current year period.

Critical Accounting Policies and Estimates

This management's discussion and analysis of our financial condition and results of operations is based upon our unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Our management bases its estimates on historical experience and other assumptions it believes to be reasonable under the circumstances. Actual results could differ significantly from those estimates.

Management evaluated the development and selection of our critical accounting policies and estimates used in the preparation of the Company's unaudited financial statements and related notes and believes these policies to be reasonable and appropriate. Certain of these policies involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are, therefore, discussed as critical. 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. More information on all of our significant accounting policies can be found in the “Critical Accounting Policies and Estimates” section of the Annual Report entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in the Annual Report.

Recent Accounting Pronouncements

The information set forth in Note 2 to our unaudited consolidated financial statements included under Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

U.S. Income Tax Regulations

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in the Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosures About Market Risk.”

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, with the participation of our CEO and our CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report, the design and operation of the Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3133

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in Note 10 — Commitments to our unaudited consolidated financial statements included under Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

ITEM 1A. RISK FACTORS

You should carefully consider the risk factors discussed in the section of the Annual Report entitled “Risk Factors”, which could materially affect our business, financial condition or future results. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes to the risk factors discussed in the section of the Annual Report entitled “Risk Factors”.

3234

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~The following table summarizes the repurchases and cancellations of shares of our common stock during the 2025 first quarter:~~None.

Period	Total Number of Shares Purchased (a)	Average Price Paid per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)	Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (c)
February 2, 2025 to March 1, 2025	1,051,200	$	51.90	1,051,200	$	580,936,189
March 2, 2025 to April 5, 2025	639,828	$	47.02	639,828	$	550,861,576
April 6, 2025 May 3, 2025	389,744	$	36.92	389,744	$	536,480,184
Total	2,080,772	$	47.59	2,080,772	$	536,480,184

(a) The total number of shares repurchased excludes shares which were net-settled, and therefore not issued, to cover employee withholding related to the vesting

of certain restricted stock awards and exercise of certain stock option awards.

(b) Excludes the impact of unpaid excise taxes.

(c) On November 29, 2023, the Board of Directors of the Company authorized a share repurchase program (the “2023 Share Repurchase Program”) under which the Company is authorized to purchase up to $600 million of its outstanding shares during the three-year period ending November 29, 2026. On December 4, 2024, the Board of Directors authorized a 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 2023 Share Repurchase Program. As of May 3, 2025, approximately $536.5 million remained available for share repurchases pursuant to the 2024 Share Repurchase Program (see Note 2 to the accompanying financial statements). The 2024 Share Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the programs may be suspended, extended, modified or discontinued at any time.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended ~~May~~August 32, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

3335

ITEM 6. EXHIBITS

Exhibit Number			Description of Exhibit
3.1			Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 5, 2025).
3.2			Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on March 7, 2025).
10.1†*			~~Form~~Non-Employee ofDirector ~~2025~~Compensation ~~Executive~~Policy, ~~Performance-Based~~effective ~~Restricted~~June ~~Stock~~5, ~~Unit Agreement~~2025.
10.2†*			Form of 2025 Executive Time-Based Restricted Stock Unit Agreement.
10.3†*			Form of 2025 Executive Time-Based Option Agreement.
31.1*			Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Calculation Linkbase Document
101.DEF			XBRL Taxonomy Definition Linkbase Document
101.LAB			XBRL Taxonomy Label Linkbase Document
101.PRE			XBRL Taxonomy Presentation Linkbase Document
*			Filed herewith
**			Furnished herewith
†			Management contract or compensatory plans or arrangements.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

3436

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on ~~June~~September 102, 2025 on its behalf by the undersigned, thereto duly authorized.


ACADEMY SPORTS AND OUTDOORS, INC.


By:	/s/	EARL CARLTON FORD, IV
	Earl Carlton Ford, IV
	Executive Vice President and Chief Financial Officer
	(principal financial officer and authorized signatory)

3537

Filing Compare · Academy Sports & Outdoors, Inc.