Academy Sports & Outdoors, Inc.ASO
Academy Sports & Outdoors, Inc. Stock Compensation Disclosure
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 January 31, 2026, there were 3,532,476 shares that were authorized and available for grant 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 January 31, 2026, there were 1,342,080 shares authorized and available for future issuance under the ESPP.
The following table provides total stock-based compensation recognized in the Consolidated Statements of Income (amounts in thousands):
| Fiscal Year Ended | |||||||||||||||||
| January 31, 2026 | February 1, 2025 | February 3, 2024 | |||||||||||||||
Equity compensation expense (1) | $ | 21,176 | $ | 26,629 | $ | 24,377 | |||||||||||
| Total related tax benefit | $ | 4,503 | $ | 5,822 | $ | 5,245 | |||||||||||
(1) These costs are included within SG&A expenses in the Consolidated Statements of Income.
As of January 31, 2026, unrecognized compensation cost related to non-vested share-based compensation awards of $27.2 million is expected to be recognized over a weighted average life of approximately 2 years. The grant date fair value of Restricted Units and Restricted Stock Units vested was $17.9 million, $13.9 million and $11.7 million for 2025, 2024 and 2023, respectively.
2011 Unit Incentive Plan
The 2011 Unit Incentive Plan provides for the grant of certain equity incentive awards (each, an “Award”), such as options to purchase ASO, Inc. common stock (each, a “Unit Option”) and restricted units that may settle in ASO, Inc. common stock (each, a “Restricted Unit”) to our directors, executives, and eligible employees of the Company.
Unit Options granted under the 2011 Unit Incentive Plan consist of Unit Options that vest upon the satisfaction of time-based requirements (each, a “Service Unit Option”) and Unit Options that vest upon the satisfaction of both time-based requirements and Company performance-based requirements (each, a “Performance Unit Option”).
Restricted Units granted under the 2011 Unit Incentive Plan consist of Restricted Units that vest upon the satisfaction of time-based requirements (each, a “Service Restricted Unit”) and Restricted Units that vest upon the satisfaction of a liquidity event-based requirement together with a time-based requirement and/or a performance-based requirement (each, a “Liquidity Event Restricted Unit”). In each case, vesting of the Company’s outstanding and unvested Unit Options and Restricted Units is contingent upon the holder’s continued service through the date of each applicable vesting event.
Concurrent with the adoption of the 2020 Omnibus Incentive Plan on October 1, 2020, no further Awards are authorized to be granted under the 2011 Unit Incentive Plan.
2020 Omnibus Incentive Plan
The 2020 Omnibus Incentive Plan provides for the grant of Awards such as options to purchase ASO, Inc. common stock (each, a “Stock Option”) and restricted stock units which may settle in ASO, Inc. common stock (each, a “Restricted Stock Unit”) to our directors, executives, and eligible employees of the Company.
Stock Options granted under the 2020 Omnibus Incentive Plan consist of Stock Options that vest upon the satisfaction of time-based requirements, each, a “Service Stock Option” (Service Unit Options and Service Stock Options together are “Service Options”).
Restricted Stock Units granted under the 2020 Omnibus Incentive Plan consist of Restricted Stock Units that vest upon the satisfaction of time-based requirements (each, a “Service Restricted Stock Unit”) and Restricted Stock Units that vest upon the satisfaction of a time-based requirement and performance-based and/or market-based requirements (each, a “Performance Restricted Stock Unit”). In each case, vesting of the Company’s outstanding and unvested Stock Options and Restricted Stock Units is contingent upon the holder’s continued service through the date of each applicable vesting event.
ESPP
Our ESPP allows eligible employees to contribute up to 15% of their eligible earnings toward the semi-annual purchase of the Company's shares of common stock at a discount of 15% of the closing stock price on the first or last day of the six-month offering period, whichever is lower.
The number of shares reserved for issuance under the ESPP will be increased automatically on the first day of each fiscal year, beginning in fiscal year 2021, by a number equal to the lesser of (1) 1,000,000 shares of common stock, (2) 2.0% of the total number of all classes of the company's common stock outstanding on the last day of the immediately preceding fiscal year, or (3) a lower number of shares determined by the ASO, Inc. Board of Directors.
Service Option Fair Value Assumptions
The fair value for Service Options granted was estimated using a Black-Scholes option-pricing model. The expected lives of the Service Options granted were based on the “SEC simplified” method. Expected price volatility was determined based on our own volatility and the implied volatilities of comparable companies over a historical period that matches the expected life of the Service Options. The risk-free interest rate was based on the expected U.S. Treasury rate over the expected life. In 2023, the dividend yield was based on the most recent annualized quarterly dividend and the valuation date closing stock price. The assumptions used to calculate the fair value of Service Options granted are evaluated and modified, as necessary, to reflect current market conditions and experience.
The following table presents the assumptions and grant date fair values for Service Options granted in 2023 (the Company did not grant any Service Options in 2024 or 2025):
| Fiscal Year Ended | |||||
| February 3, 2024 | |||||
| Expected life in years | 6.0 | ||||
| Expected volatility | 46% to 51% | ||||
| Weighted-average volatility | 47.8% | ||||
| Risk-free interest rate | 3.7% to 4.4% | ||||
| Dividend yield | 0.6% | ||||
| Weighted-average grant date fair value - Service Options | $27.60 | ||||
Option Activity
Option activity is as follows:
| Service Options | ||||||||||||||||||||||||||
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||||||||||||
| Outstanding as of January 28, 2023 | 3,570,694 | $ | 24.27 | 7.3 | $ | 112,050 | ||||||||||||||||||||
| Granted | 262,640 | 58.13 | ||||||||||||||||||||||||
| Canceled | (694) | 13.00 | ||||||||||||||||||||||||
| Forfeited | (228,160) | 39.14 | ||||||||||||||||||||||||
| Exercised | (988,682) | 20.00 | $ | 36,277 | ||||||||||||||||||||||
| Outstanding as of February 3, 2024 | 2,615,798 | $ | 27.99 | 6.7 | $ | 95,479 | ||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Canceled | — | — | ||||||||||||||||||||||||
| Forfeited | (52,211) | 33.29 | ||||||||||||||||||||||||
| Exercised | (201,479) | 22.27 | $ | 7,846 | ||||||||||||||||||||||
| Outstanding as of February 1, 2025 | 2,362,108 | $ | 28.36 | 5.8 | $ | 57,965 | ||||||||||||||||||||
| Granted | — | — | ||||||||||||||||||||||||
| Canceled | (10,505) | 53.20 | ||||||||||||||||||||||||
| Forfeited | (38,431) | 41.46 | ||||||||||||||||||||||||
| Exercised | (175,351) | 25.43 | $ | 4,143 | ||||||||||||||||||||||
Outstanding as of January 31, 2026 (1) | 2,137,821 | $ | 28.24 | 4.8 | $ | 58,149 | ||||||||||||||||||||
| Exercisable as of January 31, 2026 | 2,001,700 | $ | 26.90 | 4.7 | $ | 56,880 | ||||||||||||||||||||
(1) The Company has elected to recognize forfeitures as they occur. Therefore, the number of awards vested and expected to vest is equal to the awards outstanding.
| Performance Unit Options | |||||||||||||||||||||||
| Unit Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding as of January 28, 2023 | 218,477 | $ | 16.59 | 5.5 | $ | 8,534 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Canceled | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Exercised | (95,915) | 16.63 | $ | 3,656 | |||||||||||||||||||
| Outstanding as of February 3, 2024 | 122,562 | $ | 16.55 | 5.0 | $ | 5,874 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Canceled | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Exercised | (2,323) | 16.70 | $ | 104 | |||||||||||||||||||
| Outstanding as of February 1, 2025 | 120,239 | $ | 16.55 | 4.1 | $ | 4,300 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Canceled | — | — | |||||||||||||||||||||
| Forfeited | — | — | |||||||||||||||||||||
| Exercised | (620) | 13.86 | $ | 22 | |||||||||||||||||||
Outstanding as of January 31, 2026 (1) | 119,619 | $ | 16.57 | 3.1 | $ | 4,599 | |||||||||||||||||
| Exercisable as of January 31, 2026 | 119,619 | $ | 16.57 | 3.1 | $ | 4,599 | |||||||||||||||||
(1) The Company has elected to recognize forfeitures as they occur. Therefore, the number of awards vested and expected to vest is equal to the awards outstanding.
The total income tax benefit recognized from the exercise of stock options was $0.5 million, $1.3 million and $3.9 million for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.
Restricted Unit Activity
Restricted Unit activity is as follows:
| Service Restricted Units | Performance Restricted Units | ||||||||||||||||||||||
| Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Non-vested as of January 28, 2023 | 437,108 | $ | 39.11 | 298,929 | $ | 32.55 | |||||||||||||||||
| Granted | 393,131 | 60.37 | 250,384 | 57.91 | |||||||||||||||||||
| Vested | (173,225) | 39.48 | (149,190) | 32.82 | |||||||||||||||||||
| Forfeited | (92,151) | 51.32 | (88,301) | 47.94 | |||||||||||||||||||
| Non-vested as of February 3, 2024 | 564,863 | $ | 51.80 | 311,822 | $ | 48.85 | |||||||||||||||||
| Granted | 435,520 | 62.86 | 129,041 | 65.48 | |||||||||||||||||||
| Vested | (246,171) | 49.79 | (47,180) | 33.78 | |||||||||||||||||||
| Forfeited | (77,703) | 58.73 | (9,521) | 34.87 | |||||||||||||||||||
| Non-vested as of February 1, 2025 | 676,509 | $ | 58.85 | 384,162 | $ | 56.63 | |||||||||||||||||
| Granted | 571,629 | 49.13 | 165,055 | 49.98 | |||||||||||||||||||
| Vested | (300,557) | 55.87 | (35,695) | 31.91 | |||||||||||||||||||
| Forfeited | (81,559) | 56.13 | (31,712) | 61.31 | |||||||||||||||||||
| Non-vested as of January 31, 2026 | 866,022 | $ | 53.73 | 481,810 | $ | 55.88 | |||||||||||||||||
Vesting
The Company's outstanding and unvested Service Options typically vest ratably over a or four-year period, on each anniversary of their grant date.
The Company’s outstanding and unvested Service Restricted Units generally vest ratably over a or four-year period on each anniversary of their grant date. In more limited grants, Service Restricted Units vest 100% on the first anniversary of the grant date, or, if earlier, the business day immediately preceding the following annual meeting of stockholders.
The Company’s outstanding and unvested Performance Restricted Units typically vest either (i) if granted during 2023, 2024 or 2025, on the third anniversary of the Performance Restricted Unit's performance period if the Company achieves the performance metrics for the performance period, or (ii) if granted prior to 2023, annually each year on the vesting commencement date, so long as the Company achieved (a) the performance metric for the performance period or (b) achieves a stated target share price.
In the event of certain Company change of control transactions, the Company's then-outstanding and unvested Awards will become fully vested and exercisable subject to certain criteria (as defined in the award agreements). For certain Awards granted in 2022 and all Awards granted in 2023, 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.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 17, 2026 | Showing above |
| 2025 | Mar 20, 2025 | |
| 2024 | Mar 21, 2024 | |
| 2023 | Mar 16, 2023 | |
| 2022 | Mar 29, 2022 | |
| 2021 | Apr 7, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.