Sec Form 4 Filing - Johnson Samuel J @ Academy Sports & Outdoors, Inc. - 2024-01-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Johnson Samuel J 2. Issuer Name and Ticker or Trading Symbol Academy Sports & Outdoors, Inc. [ ASO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O ACADEMY SPORTS AND OUTDOORS, INC., 1800 NORTH MASON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2024 (Street) KATY, TX77449 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/30/2024 M 1,990 A 72,376 ( 2 ) D Common Stock 01/30/2024 F 567 D $ 65.51 71,809 D Common Stock 01/31/2024 M 2,751 A 74,560 D Common Stock 01/31/2024 F 669 D $ 64.955 73,891 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) ( 1 ) 01/30/2024 M 1,990 ( 4 ) 03/30/2032 Common Stock 1,990 $ 0 4,521 D Restricted Stock Units ( 3 ) ( 1 ) 01/31/2024 M 2,751 ( 5 ) 03/31/2031 Common Stock 2,751 $ 0 2,751 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Samuel J C/O ACADEMY SPORTS AND OUTDOORS, INC. 1800 NORTH MASON ROAD KATY, TX77449 President Signatures /s/ Gary Holland, Attorney-in-Fact 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units convert into common stock on a one-for-one basis. ( 2 )Includes shares of Common Stock acquired under the Issuer's employee stock purchase plan. ( 3 )Granted under the Company's 2020 Omnibus Incentive Plan. ( 4 )On March 30, 2022, the Reporting Person was granted 8,501 performance-based restricted stock units ("RSUs"). These RSUs vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. On March 1, 2023, the Issuer's compensation committee certified achievement of 93.7% of the performance criteria during fiscal 2022 meaning that 7,961 RSUs were deemed earned. Of this earned amount, 25% of the earned amount of this grant vested on March 1, 2023, and the remaining 75% will vest in three equal annual installments beginning on January 30, 2024, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date. The remaining unearned amount of this grant (i.e., 540 RSUs) may vest upon certification by the Issuer's compensation committee of achievement of certain Issuer stock price conditions as of January 30, 2026. ( 5 )On March 31, 2021, the Reporting Person was granted 11,004 performance-based restricted stock units. These performance-based restricted stock units vest if certain performance criteria and/or Issuer stock price conditions are met and certified by the Issuer's compensation committee. Following certification of achievement of the performance criteria during fiscal 2021 by the Issuer's compensation committee on March 2, 2022, 25% of this grant vested on March 2, 2022, and the remaining 75% will vest in three equal annual installments beginning on January 31, 2023, subject to the Reporting Person's continued service with the Issuer through each applicable vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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