ASO Academy Sports and Outdoors Inc

Item 1.01          Entry into a Material Definitive Agreement.

On September 14, 2021, Academy Sports and Outdoors, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company, Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar Blocker L.P. (collectively, the “Selling Stockholders”), and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten offering (the “Secondary Offering”) of 18,645,602 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-259477), filed on September 13, 2021. The Secondary Offering was completed on September 17, 2021. Pursuant to the Underwriting Agreement, the Underwriters purchased the shares from the Selling Stockholders at a price of $43.519375 per share. The Secondary Offering also included the Company’s repurchase of 4,500,000 shares out of the 18,645,602 shares of Common Stock subject to the Secondary Offering from the Underwriters at a price per share of $43.519375, which is equal to the price at which the Underwriters purchased the shares from the Selling Stockholders in the Secondary Offering, for an aggregate purchase price of approximately $200 million, which was pursuant to the Company’s recently announced $500 million share repurchase program. The closing of the share repurchase occurred substantially concurrently with closing of the Secondary Offering, and the shares of the Company’s Common Stock that were repurchased by the Company were retired. The Company did not receive any proceeds from the Secondary Offering.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.