{"url_path":"/sec/aso/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1817358/0001140361-26-021318-index.html","accession_number":"0001140361-26-021318","cik":"0001817358","ticker":"ASO","issuer_name":"Academy Sports & Outdoors, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1817358/0001140361-26-021318-index.html","primary_entity_key":"0001817358","primary_entity_name":"Academy Sports & Outdoors, Inc."},"word_count":1107,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\n \n\nSenior Secured Notes\n\nOn May 14, 2026, Academy, Ltd. (the “Issuer”), a wholly-owned subsidiary of Academy Sports and Outdoors, Inc. (the “Company”), issued $500 million\naggregate principal amount of its 5.875% Senior Secured Notes due 2031 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).  The Issuer used the\nnet proceeds from the Notes to fund the redemption of all of its outstanding senior secured notes due 2027 (the “Redemption”), voluntarily prepay all outstanding amounts owed under its $400 million senior secured term loan with UBS AG, Stanford\nBranch (as successor to Credit Suisse AG, Cayman Island Branch) as the administrative agent and collateral agent and the several other lenders and parties named therein (as amended, the “Term Loan”), pay related fees and expenses, and for general\ncorporate purposes. Upon the repayment of the Term Loan, all security interests and liens granted to the secured parties thereunder were terminated and released. The Notes are governed by an Indenture, dated as of May 14, 2026 (the “Indenture”),\nentered into by the Issuer and guarantors named therein (the “Guarantors”) with 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\n15 and May 15 of each year, beginning on November 15, 2026.\n\nThe Notes are secured on a first-priority basis, subject to permitted liens, by security interests in substantially all of the Issuer’s and the\nGuarantors’ personal property (other than the ABL Priority Collateral (as defined below)), and are secured on a second-priority basis, subject to permitted liens, by security interests in the Issuer’s and the Guarantors’ personal property which\nsecure the ABL Credit Facility (as defined below) on a first-priority basis (the “ABL Priority Collateral”).\n\nOn or after May 15, 2028, the Issuer may, at its option and on one or more occasions, redeem all or a part of the Notes at the redemption prices set\nforth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to May 15, 2028, the Issuer may, at its option and on one or more occasions, redeem all or part of the Notes at a\nredemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium as described in the Indenture. In addition,\nuntil May 15, 2028, the Issuer may, at its option and on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 105.875% of the aggregate principal amount thereof, with an amount equal\nto or less than the net cash proceeds from one or more equity offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.\n\nUpon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), the Issuer will be required to make an offer\nto repurchase all of the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.\n\nThe Indenture contains certain covenants that limit the ability of the Issuer and its restricted subsidiaries to, among other things (i) incur or\nguarantee additional indebtedness or issue disqualified stock and preferred stock; (ii) incur liens on assets; (iii) pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock; (iv) prepay, redeem or\nrepurchase certain debt; (v) make certain loans, investments or other restricted payments; (vi) engage in certain transactions with affiliates; (vii) enter into agreements restricting certain subsidiaries’ ability to pay dividends; and (viii) sell\nor transfer certain assets or merge or consolidate, in each case subject to certain exceptions and qualifications set forth in the Indenture.\n\n2\n\nThe Indenture provides for events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment\nof principal or interest, breach of other agreements in respect of the Notes, acceleration of certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral\nsecuring the Notes and certain events of bankruptcy or insolvency, which events of default, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be\ndue and payable immediately.\n\nThe foregoing description of the Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the\nfull text of the Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.\n\nABL Amendment\n\nOn May 14, 2026, the Issuer, as borrower, New Academy Holding Company, LLC, Associated Investors, L.L.C., Academy Managing Co., L.L.C., and Academy\nProcurement Co., LLC, each a direct or indirect, wholly-owned subsidiary of the Company, as guarantors, entered into an amendment (the “ABL Amendment”) to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015 (as amended,\nthe “ABL Credit Agreement”), with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent (in such capacities, the “ABL Agent”), letter of credit issuer and swingline lender, and the several lenders party thereto, which ABL\nAmendment, among other things (i) extended the maturity of the Issuer’s asset-based revolving credit facility (the “ABL Credit Facility”) to May 14, 2031, (ii) modified the Average Excess Availability (as defined in the ABL Credit Agreement)\npricing grid used in determining the interest rate margin on borrowings under the ABL Credit Facility and (iii) so long as the Notes are outstanding and mature on or prior to the latest maturity date of the ABL Credit Facility, permits the ABL\nAgent to take a reserve against the ABL Credit 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 Credit\nFacility.\n\nThe foregoing description of the ABL Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the\nfull text of the ABL Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference."}