Academy Sports & Outdoors, Inc.

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 parent holding company’s 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 recreation retailer in the United States in terms of net sales. As of August 1, 2026, we operated 327 “Academy Sports + Outdoors” retail locations in 21 states andthree 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 ouracademy.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 January 31, 2026, as filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2026 (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 August 1, 2026 are not necessarily indicative of the results that will be realized for the fiscal year ending January 30, 2027 or any other period. The balance sheet as of January 31, 2026 has been derived from our audited financial statements as of that date. 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.

Share Repurchases

On December 4, 2024, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $700 million of its outstanding shares through December 4, 2027 (the “2024 Share Repurchase Program”), which replaced the prior program. Repurchases may be effected from time to time through open market purchases, block trades, privately negotiated purchases, accelerated share repurchase programs, and/or Rule 10b5-1 plans, or other discretionary trading plans, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of repurchases will depend on market conditions, share price and other factors. The 2024 Share Repurchase Program does not require the Company to repurchase any specific number of shares, and may be suspended, modified or discontinued at any time.

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

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

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, 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.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which requires removal of all references to prescriptive and sequential software development stages. The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and should be applied on a prospective transition approach, a modified transition approach, or a retrospective transition approach. The Company is evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which provides clarification of current interim disclosure requirements. The new guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and should be applied either prospectively or retrospectively to periods presented. The Company is evaluating the impact of adopting ASU 2025-11 on its condensed consolidated financial statements.

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):

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

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

We sell gift cards in stores, online and in third-party retail locations. The gift cards we sell have no expiration dates. A liability for gift cards, which is recorded in Accrued Expenses and Other Current Liabilities on our Condensed 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):

4. Long-Term Debt

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

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

ABL Facility

Academy, Ltd., as borrower, and certain of the Company’s wholly-owned subsidiaries, as guarantors, entered into an amendment to its asset-based revolving $1 billion credit facility, dated May 14, 2026 (as amended to date, the “ABL Facility”), with JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent and other lenders party thereto. Borrowings, if any, under the ABL Facility bear interest, at our election, at the term secured overnight financing rate plus a margin of 1.25% to 1.50% or the alternative base rate plus a margin of 0.25% to 0.50%. The ABL Facility also provides a fee applicable to the unused commitments of 0.25% to 0.30%. The ABL Facility matures on May 14, 2031; however, so long as the Notes (as defined below) are outstanding and mature on or prior to the latest maturity date of the ABL Facility, the agent under the ABL Facility is permitted to take a reserve against the ABL Facility equal to the aggregate principal amount of the Notes in excess of $100 million outstanding on the date that is ninety-one (91) days prior to the latest maturity date of the ABL Facility. The terms and conditions of the ABL Facility also require that we prepay outstanding loans under the ABL Facility under certain circumstances. As of August 1, 2026, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

As of August 1, 2026, we had outstanding letters of credit of approximately $6.4 million, all of which were issued under the ABL Facility, and we hadno borrowings outstanding, leaving an available borrowing capacity under the ABL Facility of $993.6 million.

Notes

On May 14, 2026, Academy, Ltd., as issuer, issued $500 million aggregate principal amount of its 5.875% Senior Secured Notes due 2031 (the “Notes”) pursuant to an indenture, dated as of May 14, 2026 (the “Indenture”) among Academy, Ltd., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Notes will mature on May 15, 2031. Interest on the Notes is payable semi-annually in arrears on November 15 and May 15 of each year, at a rate of 5.875% each year, beginning on November 15, 2026. The Notes are secured by first-priority liens on substantially all personal property of Academy, Ltd. and the guarantors (other than ABL Priority Collateral, as defined in the ABL Facility) and by second-priority liens on ABL Priority Collateral, in each case subject to permitted liens.

The Notes are redeemable, at Academy, Ltd.’s option, prior to maturity at customary redemption prices (including “make-whole” provisions prior to May 15, 2028) and, thereafter, at the applicable declining redemption prices set forth in the Indenture, in each case plus accrued and unpaid interest. Academy, Ltd. may also redeem up to 40% of the aggregate principal amount of the Notes prior to May 15, 2028 with proceeds of certain equity offerings, as described in the Indenture. Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), Academy, Ltd. must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest.

The Indenture contains certain covenants that, among other things, restrict the ability of Academy, Ltd. and the restricted subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) incur liens on assets; (iii) make restricted payments; (iv) prepay certain debt; (v) make investments; (vi) enter into affiliate transactions; (vii) restrict subsidiaries distributions/dividends; and (viii) sell or transfer certain assets or merge or consolidate, in each case subject to customary exceptions and qualifications as set forth in the Indenture. As of August 1, 2026, $500 million aggregate principal amount of the Notes remained outstanding.

Covenants

The ABL Facility and Notes contain covenants, including, among other things, covenants that may restrict Academy, Ltd.'s and certain of the Company’s wholly-owned subsidiaries’ ability to incur certain additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, pay dividends, make other restricted payments, make loans or advances, engage in transactions with affiliates or amend material documents. Additionally, at certain times, the ABL Facility is subject to a minimum adjusted fixed charge coverage ratio. These covenants are subject to certain qualifications and limitations. We were in compliance with these covenants as of August 1, 2026.

Payoff and Redemption of Term Loan and 2020 Notes

2020 Notes

On May 14, 2026, Academy, Ltd. used the net proceeds from the Notes to fund the redemption of all of its outstanding 6.00% senior secured notes due November 15, 2027 (the “2020 Notes”).

Term Loan

On May 14, 2026, Academy, Ltd. voluntarily prepaid all outstanding amounts owed under that certain term loan credit agreement, dated as of November 6, 2020 (as amended, the “Term Loan”), by and among Academy, Ltd., as borrower, certain of the Company’s wholly-owned subsidiaries, as guarantors, UBS AG, Stamford Branch (as successor to Credit Suisse AG, Cayman Island Branch), as the administrative agent and collateral agent, the several other lenders, and the other parties named therein.

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

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.

Other Financial Instruments

Periodically we make cash investments in money market funds comprised of U.S. Government treasury bills and securities, which are classified as cash and redeemable on demand. As of August 1, 2026, January 31, 2026 and August 2, 2025, we held $211.9 million, $277.7 million and $250.2 million in money market funds, respectively.

The fair value of the Term Loan, 2020 Notes, and Notes is estimated using a discounted cash flow analysis based on quoted market prices for the instrument in an inactive market and is therefore classified as Level 2 within the fair value hierarchy. As of August 1, 2026, the estimated fair value of the Notes (issued in the 2026 second quarter, see Note 4) was $0.5 billion. As of January 31, 2026, and August 2, 2025, the estimated fair value of the Term Loan and 2020 Notes were $0.5 billion and $0.5 billion, respectively. The Term Loan was repaid and the 2020 Notes were redeemed in the 2026 second quarter (see Note 4). As borrowings on the ABL Facility are generally repaid in less than 12 months, we believe that fair value approximates the carrying value.

The $10.5 million proceeds from the sale of a portion of the rights to potential IEEPA tariff relief claims were recorded within Other Long-Term Liabilities on the Condensed Consolidated Balance Sheets in 2025 and the fair value option was elected (see Note 10). In the second quarter of 2026, the change in the fair value of the liability and the remittance of tariff refund claims were $61.8 million, net and $72.2 million, respectively.

6. Property and Equipment

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

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

7. Accrued Expenses and Other Current Liabilities

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

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 provides for the grant of certain equity incentive awards (each, an “Award”) and 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 August 1, 2026, there were 2,889,110 shares that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.

On September 29, 2020, the ASO, Inc. Board of Directors adopted the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on October 1, 2020. We have reserved a total of 2,000,000 shares and as of August 1, 2026, there were 1,271,482 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $9.3 million and $20.4 million for the thirteen and twenty-six weeks ended August 1, 2026 and $7.6 million and $15.1 million for the thirteen and twenty-six weeks ended August 2, 2025, respectively. These costs are included in selling, general and administrative expenses in the Condensed Consolidated Statements of Income. For Award grants during the periods presented, 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 1, 2026:

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

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):

10. Commitments and Contingencies

Technology Related and Other Commitments

As of August 1, 2026, we have obligations under technology-related, construction and other contractual commitments in the amount of $208.1 million. Of such commitments, approximately $97.9 million is payable in the next 12 months.

Other Contingencies

During 2025, the Company entered into an agreement to sell a portion of the rights to potential tariff relief claims (the “Participation Agreement”), which was determined to be accounted for under ASC 470. In February 2026, the Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (the “IEEPA Tariffs”). The Company applied the gain contingency model in accordance with ASC 450-30, to account for the potential refund of previously incurred costs for IEEPA Tariffs. Under this model, the gain contingency is not recognized until the gain is realized or realizable. Accordingly, the Company recognized tariff refunds as payments were received. In the 2026 second quarter, the Company received refunds of $83.7 million from CBP related to the IEEPA Tariffs, excluding interest, which were recorded as a reduction to Cost of Goods Sold on the Condensed Consolidated Statements of Income. As a result of the refunds received, $72.2 million was paid to the buyer, which is presented in Other Expense (Income), net on the Condensed Consolidated Statements of Income. The Company also recognized the $10.5 million proceeds from the sale in Other Expense (Income), net that were previously recorded within Other Long-term Liabilities on the Condensed Consolidated Balance Sheets.

Financial Guarantees

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 negligence, and 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.

We are not currently party to any legal proceedings that we believe would have a material adverse effect on our financial position, results of operations or cash flows.

11. Segment Information

The Company’s retail operations representone operating segment andone 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 Condensed Consolidated Statements of Income. The CODM evaluates the Company's assets as reported on the Company's Condensed 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 Condensed 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 August 1, 2026 through September 9, 2026 (the date the consolidated financial statements were issued), and identified the following events:

Quarterly Dividend

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