aso-20260504
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||
FORM 8-K | ||||||||||||||
| CURRENT REPORT | ||||||||||||||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||||||||
Date of report (Date of earliest event reported): May 4, 2026 | ||||||||||||||
 | ||||||||||||||
Academy Sports and Outdoors, Inc. | ||||||||||||||
(Exact name of registrant as specified in its charter) | ||||||||||||||
Delaware | 001-39589 | 85-1800912 | ||||||||||||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
incorporation ) | File No.) | Identification No.) | ||||||||||||
| 1800 North Mason Road | ||||||||||||||
Katy, Texas 77449 | ||||||||||||||
(Address of principal executive offices including Zip Code) | ||||||||||||||
(281) 646-5200 | ||||||||||||||
(Registrant’s telephone number, including area code) | ||||||||||||||
Not Applicable | ||||||||||||||
| (Former name or former address, if changed since last report) | ||||||||||||||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||||||||||||||
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||||||
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||||||
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||||||
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||||||
| 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, $0.01 par value per share | ASO | Nasdaq Global Select Market | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||||||||
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. ☐ | ||||||||||||||
Item 7.01 Regulation FD Disclosure.
On May 4, 2026, Academy Sports and Outdoors, Inc. (the “Company”) issued a press release announcing that its wholly-owned subsidiary, Academy, Ltd. (the “Issuer”), intends to offer for sale to eligible purchasers in a private placement pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), $500 million in aggregate principal amount of senior secured notes due 2031 (the “Notes”). The Issuer intends to use the net proceeds from the Notes to fund the redemption of all of its outstanding senior secured notes due 2027, repay all outstanding amounts owing under its term loan facility, pay related fees and expenses, and for general corporate purposes.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release attached hereto as Exhibit 99.1 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
The information contained under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||||||||||||||||||||||||||
Academy Sports and Outdoors, Inc. Press Release, dated May 4, 2026, announcing the launching of offering of the Senior Secured Notes due 2031. | |||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | ||||||||||||||||||||||||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ACADEMY SPORTS AND OUTDOORS, INC. | ||
| May 4, 2026 | By: | /s/ | Brandy Treadway | |||||||||||
| Name: | Brandy Treadway | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, and Corporate Secretary | |||||||||||||