POWW

• Net income from continuing operations was $3.6 million, compared to a net loss of $(5.9) million in the prior-year period.
• Adjusted EBITDA more than doubled to $7.9 million from $3.1 million.
• Operating cash flow improved by $11.1 million year over year, to $4.4 million provided.
• Board adopted amended and restated bylaws effective August 5, 2026, including advance notice procedures and an exclusive forum provision.

2.02 Results of Operations and Financial Condition · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• The dismissal followed the June 22, 2026 filing of the company's Form 10-K for the fiscal year ended March 31, 2026, which included Withum's audit report.
• Withum's audit report for fiscal year 2026 contained no adverse opinion, disclaimer, or qualification as to uncertainty, audit scope, or accounting principles.
• No disagreements or reportable events occurred between the company and Withum during fiscal year 2026 or the subsequent interim period through June 26, 2026.
• Grant Thornton LLP was engaged as the new independent auditor for the fiscal year ending March 31, 2027, effective upon Withum's dismissal.

4.01 Changes in Registrant's Certifying Accountant · 9.01 Financial Statements and Exhibits

• Q4 net loss attributable to common shareholders improved to $(1.5) million from $(78.3) million.
• Q4 Adjusted EBITDA rose to $7.7 million from $2.9 million in the prior-year quarter.
• Fiscal 2026 net revenues grew 3.5% to $51.1 million, with Adjusted EBITDA of $22.3 million.
• Company ended fiscal year with $68.1 million in cash, up from $30.2 million at end of fiscal 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Company agreed to pay $4.4 million on or before February 27, 2026, to resolve the DCP Litigation pending in the U.S. District Court for the District of Minnesota.
• Upon payment, the parties will file a joint stipulation dismissing the litigation with prejudice; the agreement includes customary mutual releases but does not release non-affiliate third-party contractors.
• The Company and Outdoors Online deny all allegations of liability or wrongdoing, and the settlement does not constitute an admission of liability.
• The Company expects to record a one-time charge of approximately $4.4 million in the current quarter, partially offset by reduced future legal expenses, with no material impact on liquidity or operations.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Gross profit increased to $11.66 million from $10.95 million, with gross margin stable at approximately 87%.
• Net income before discontinued operations was $1.46 million, versus a net loss of $(21.18) million in the prior-year quarter.
• Adjusted EBITDA grew to $6.55 million from $4.26 million year-over-year.
• Cash and cash equivalents totaled $69.9 million at quarter end, up from $65.7 million as of September 30, 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Repurchases may be made through open market purchases, privately negotiated transactions, or Rule 10b5-1 trading plans, at management's discretion.
• The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time.
• Funding will come from existing cash balances, future operating cash flows, or other legally available funds, subject to insider trading policy and trading window restrictions.
• The announcement was made via a press release dated January 5, 2026, and filed under Item 8.01 as an other event.

8.01 Other Events

• The company agreed to cease and desist from future violations of antifraud and other federal securities law provisions, without admitting or denying findings except jurisdiction.
• The SEC findings relate to undisclosed executive officer role and related-party transactions involving Christopher D. Larson, improper capitalization, understated stock compensation, Adjusted EBITDA disclosure, and inadequate internal controls.
• Outdoor Holding Company must engage an outside compliance consultant, adopt all recommendations within two years, and provide compliance certifications to the SEC staff.
• The company has restated financials for fiscal years 2022-2024 and first quarter 2025, replaced senior leadership, and implemented remediation measures.
• The settlement was announced in a press release on December 16, 2025, and filed under Items 7.01 and 8.01 of Form 8-K.

7.01 Regulation FD Disclosure · 8.01 Other Events

• Elizabeth Cross, Chief Operating Officer of the GunBroker division, delivered her resignation notice on November 14, 2025.
• Her resignation is effective November 28, 2025.
• The filing was signed by CFO Paul J. Kasowski on November 20, 2025.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements