Form 4: ASO Director Clay Johnson Granted Restricted Stock Units

Academy Sports & Outdoors Director Clay M. Johnson received a grant of 1,825 restricted stock units, aligning his interests with shareholders.

Summary

• Director Clay M. Johnson of Academy Sports & Outdoors, Inc. (ASO) was granted 1,825 Restricted Stock Units (RSUs) on December 12, 2025.
• The RSUs were granted under the Company's 2020 Omnibus Incentive Plan, as amended.
• Each RSU represents a contingent right to receive one share of ASO common stock upon vesting.
• The RSUs vest 100% on the earliest of: (i) the first anniversary of the grant date, or the business day immediately preceding the next Annual Meeting of Stockholders; (ii) termination due to death or Disability; or (iii) a Change in Control, all subject to continued service.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents a routine compensation event that aligns director interests with shareholders, without indicating any operational or financial performance issues.

Positives

• The grant of Restricted Stock Units to a director helps align their interests with those of the company's shareholders, encouraging long-term value creation.
• The compensation structure, tied to continued service, incentivizes the director's ongoing commitment to the company.

Risks

• The vesting of the Restricted Stock Units is contingent upon Clay M. Johnson's continued service with the Issuer, meaning forfeiture could occur if service terminates before vesting conditions are met.
• The value of the RSUs upon vesting is dependent on the future market price of ASO common stock, introducing market risk.

Future Outlook

The Restricted Stock Units are set to vest 100% on the earliest of the first anniversary of the grant date (or the business day preceding the next Annual Meeting), termination due to death or disability, or a Change in Control, all subject to the director's continued service.

Industry Context

The grant of Restricted Stock Units to directors is a common practice in publicly traded companies across various industries, including retail and sporting goods, as a form of long-term incentive compensation.

Comparison to Industry Standards

• Granting equity awards like Restricted Stock Units to non-employee directors is a standard compensation practice across most industries, including retail, to align director incentives with shareholder value.
• The vesting schedule, tied to continued service and specific corporate events (death, disability, change in control), is typical for such awards, comparable to practices at companies like Dick's Sporting Goods (DKS) or Lululemon Athletica (LULU) for their board members.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with long-term shareholder value creation, potentially leading to more shareholder-centric decision-making.

Next Steps

• The Restricted Stock Units will vest according to the specified conditions, leading to the issuance of common stock to Clay M. Johnson upon fulfillment of those conditions.

Key Dates

Keywords

ASO, Academy Sports & Outdoors, Clay M. Johnson, Form 4, Restricted Stock Units, RSU, Director, Equity Grant, Insider Transaction