Form 4: Director Hicks Converts RSUs, Sells Shares

Academy Sports & Outdoors Director Ken C. Hicks reported the conversion of restricted stock units and a related sale of common stock on January 30, 2026, under a pre-arranged plan.

Summary

• Director Ken C. Hicks reported transactions occurring on January 30, 2026, under a Rule 10b5-1 plan.
• He acquired 1,245 shares of common stock through the conversion of restricted stock units (RSUs).
• Concurrently, he disposed of 402 shares of common stock at a price of $55.36 per share, likely to cover tax obligations related to the RSU vesting.
• Following these transactions, his direct beneficial ownership of common stock is 451,780 shares.
• He continues to hold 4,047 unearned performance-based restricted stock units (PRSUs) that may vest if specific stock price conditions are met by January 30, 2026.
• The RSUs were granted under the Company's 2020 Omnibus Incentive Plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine insider transaction related to equity compensation vesting and tax withholding. The underlying achievement of performance criteria for fiscal 2022 is a positive, but the transaction itself is not indicative of new strategic direction or significant change.

Positives

• 1,245 restricted stock units converted into common stock, indicating a portion of previously granted equity compensation has vested.
• The vesting of PRSUs (59,713 PRSUs deemed earned on March 1, 2023) indicates the company met 93.7% of its performance criteria for fiscal 2022.
• Continued service of Director Ken C. Hicks is a condition for vesting of the earned PRSUs.

Negatives

• Disposal of 402 shares of common stock, reducing direct beneficial ownership by that amount.
• 4,047 performance-based restricted stock units remain unearned and their vesting is contingent on future stock price conditions by January 30, 2026.

Risks

• The vesting of the remaining 4,047 PRSUs is contingent on achieving certain Issuer stock price conditions by January 30, 2026, meaning there is no guarantee they will vest.

Future Outlook

The filing indicates that 4,047 performance-based restricted stock units (PRSUs) held by Director Ken C. Hicks may vest upon certification of certain Issuer stock price conditions as of January 30, 2026. This suggests a future milestone related to the company's stock performance.

Management Comments

• "Restricted stock units convert into common stock on a one-for-one basis."
• "Granted under the Company's 2020 Omnibus Incentive Plan."
• "On March 1, 2023, the Issuer's compensation committee certified achievement of 93.7% of the performance criteria during fiscal 2022 meaning that 59,713 PRSUs were deemed earned."
• "The remaining unearned amount of this grant (i.e., 4,047 PRSUs) may vest upon certification by the Issuer's compensation committee of achievement of certain Issuer stock price conditions as of January 30, 2026."

Industry Context

StockSavvy.ai notes that insider transactions, particularly those under Rule 10b5-1 plans, are common mechanisms for executives and directors to manage their equity compensation and personal finances. While this specific filing details a routine vesting and tax-related sale, the underlying performance-based RSU structure aligns with broader industry trends of tying executive compensation to company performance metrics and stock price appreciation.

Comparison to Industry Standards

• The use of performance-based restricted stock units (PRSUs) is a common practice in executive compensation across various industries, including retail and sporting goods, to align management incentives with shareholder value. For example, companies like Nike (NKE) and Lululemon (LULU) frequently utilize similar long-term incentive plans that include performance-based equity awards.
• The one-for-one conversion of RSUs to common stock is standard.
• The disposal of shares to cover tax liabilities upon vesting is a routine and expected event in equity compensation plans, seen across virtually all publicly traded companies with RSU programs.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting and sale of shares by a director under a 10b5-1 plan is a routine event and generally has minimal direct impact on existing shareholders beyond a slight increase in shares outstanding from RSU conversion (offset by the sale). The underlying performance achievement for fiscal 2022 is a a positive for shareholders.
• Employees: The 2020 Omnibus Incentive Plan is a broad plan, suggesting similar equity compensation opportunities may exist for other employees, fostering retention and performance incentives.

Next Steps

• The Issuer's compensation committee may certify achievement of certain Issuer stock price conditions as of January 30, 2026, which could lead to the vesting of the remaining 4,047 PRSUs.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled insider transaction involving the vesting of restricted stock units and a tax-related sale of shares. It does not provide new material information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transaction is an expected part of executive compensation.

Keywords

Academy Sports & Outdoors, ASO, Ken C. Hicks, Form 4, Insider Trading, Restricted Stock Units, RSU Conversion, Stock Sale, Director Compensation, Equity Compensation, 10b5-1 Plan