Form 8-K

8-K — Outdoor Holding Co

Accession: 0001493152-26-036743

Filed: 2026-08-10

Period: 2026-08-05

CIK: 0001015383

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex3-1_001.jpg)

GRAPHIC (ex3-1_002.jpg)

GRAPHIC (ex3-1_003.jpg)

GRAPHIC (ex3-1_004.jpg)

GRAPHIC (ex3-1_005.jpg)

GRAPHIC (ex3-1_006.jpg)

GRAPHIC (ex3-1_007.jpg)

GRAPHIC (ex3-1_008.jpg)

GRAPHIC (ex3-1_009.jpg)

GRAPHIC (ex3-1_010.jpg)

GRAPHIC (ex3-1_011.jpg)

GRAPHIC (ex3-1_012.jpg)

GRAPHIC (ex3-1_013.jpg)

GRAPHIC (ex3-1_014.jpg)

GRAPHIC (ex3-1_015.jpg)

GRAPHIC (ex3-1_016.jpg)

GRAPHIC (ex3-1_017.jpg)

GRAPHIC (ex3-1_018.jpg)

GRAPHIC (ex3-1_019.jpg)

GRAPHIC (ex3-1_020.jpg)

GRAPHIC (ex3-1_021.jpg)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--03-31

0001015383

2026-08-05

0001015383

POWW:CommonStock0.001ParValueMember

2026-08-05

0001015383

POWW:Sec8.75SeriesCumulativeRedeemablePerpetualPreferredStock0.001ParValueMember

2026-08-05

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 5, 2026

Outdoor

Holding Company

(Exact

name of registrant as specified in its charter)

Delaware

001-13101

30-0957912

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1100

Circle 75 Pkwy Suite 1300

Atlanta,

GA 30339

(Address

of principal executive offices)

(480)

947-0001

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.001 par

value

POWW

The Nasdaq Stock Market

LLC (Nasdaq Capital Market)

8.75% Series A Cumulative

Redeemable Perpetual Preferred Stock, $0.001 par value

POWWP

The Nasdaq Stock Market

LLC (Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

August 10, 2026, Outdoor Holding Company (the “Company”) reported its financial results for

the fiscal quarterly period ended June 30, 2026. A copy of the press release issued by the Company in this connection is furnished

herewith as Exhibit 99.1.

The

information in this Item in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or

otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended (the “Securities Act”), or

the Exchange Act, regardless of any general incorporation language in such filing.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

August 5, 2026, the Company’s Board

of Directors (the “Board”) approved and adopted amended and restated bylaws of the Company (the “Amended and Restated

Bylaws”), effective immediately. Among other things, the amendments effected by the

Amended and Restated Bylaws:

●

establish

advance notice procedures and informational requirements applicable to stockholder nominations of persons for election to the Board

and stockholder proposals of other business, including detailed disclosure requirements regarding proposing stockholders, stockholder

associated persons and proposed nominees and obligations to update and supplement notices;

●

address the universal proxy

rules adopted by the U.S. Securities and Exchange Commission, including by requiring representations regarding, and reasonable evidence

of, compliance with Rule 14a-19 under the Exchange Act from any stockholder soliciting proxies in support of director nominees other

than the Company’s nominees, and reserving the white proxy card for the exclusive use of the Board;

●

enhance

certain procedural protections for the calling of

special meetings at

the request of stockholders, including by:

○

requiring

that any special meeting so requested by stockholders shall be held not later than 90 days following the determination by the Secretary

(or such other officer designated by the Board that such request complies with the Amended and Restated Bylaws and applicable Delaware

law;

○

requiring

that unless notification is given to the requesting stockholder(s) of any non-compliance within 10 days of receipt of the special

meeting request, the request shall be deemed to comply; and

○

limiting

the Board’s ability to postpone a stockholder-requested special meeting to one occasion only, for a period not to exceed 30

days, and only if the Board determines in good faith that such postponement is necessary for a bona fide corporate purpose;

●

expand

on the powers of the chairman of a meeting of stockholders to regulate conduct of that meeting;

●

remove

the fixed numerical range on the size of the Board, such that the number of directors will be fixed exclusively by resolution of

a majority of the Board;

●

provide

that vacancies on the Board, including vacancies resulting from the removal of a director by the stockholders, may be filled solely

by a majority of the directors then in office, or by the sole remaining director, rather than requiring that such vacancies shall

be filled only by the stockholders, although the Amended and Restated Bylaws further provide that if a vacancy results from the removal

of a director and the next annual meeting of stockholders is scheduled to occur more than 120 days after the date of such removal,

the Board shall call a special meeting of stockholders to elect a director to fill such vacancy;

●

revise

the existing supermajority voting provision applicable to the Board, retaining the requirement of the affirmative vote of not less

than 75% of the entire Board then in office but limiting its application to specified categories of matters such as change of control

transactions, certain significant stock transactions, certain significant charter amendments, any conversion of the Company to another

entity form, any voluntary dissolution or winding up of the Company and any voluntary bankruptcy filing by the Company,

rather than requiring the supermajority Board vote for any act or decision by the Board outside

the normal course of business or that may have a material effect on the business of the Company

or its stockholders;

●

adopt

an exclusive

forum provision designating

the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder litigation, including derivative actions

and breach of fiduciary duty claims, and

the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of

action arising under the Securities Act;

●

clarify

that, consistent with Delaware law, the Amended and Restated Bylaws

may be altered, amended or repealed by the affirmative vote of the holders of not less than a majority of the total voting power

of all outstanding capital stock of the Company then entitled to vote generally in the election of directors, in addition to by a

majority of the Whole Board (as defined in the Amended and Restated Bylaws), rather than by

the Board exclusively;

●

modernize

procedures for the indemnification of officers, directors and others;

●

reflect recent amendments

to the General Corporation Law of the State of Delaware, including with respect to the manner in which proxies, consents and other

corporate documents may be documented, signed and delivered; and

●

make certain other clarifying,

conforming and technical changes.

The

foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference

to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is

incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1

Amended and Restated Bylaws of Outdoor Holding Company, effective August 5, 2026

99.1

Press Release dated August 10, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Outdoor Holding Company

Dated: August 10, 2026

By:

/s/ Paul J. Kasowski

Paul J. Kasowski

Chief Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Outdoor

Holding Company Reports First Quarter Fiscal 2027 Financial Results

Revenue

increased 22%, net income from continuing operations increased to $3.6 million, Adjusted EBITDA more than doubled to $7.9 million, and

operating cash flow improved by $11.1 million year over year

Atlanta,

Ga., August 10, 2026 (GLOBE NEWSWIRE) — Outdoor Holding Company (Nasdaq: POWW, POWWP) (“OHC,” “we,”

“us,” “our” or the “Company”), the owner of GunBroker.com, the largest online marketplace dedicated

to firearms, hunting, shooting, and related products, today reported its financial results for its fiscal first quarter ended June 30,

2026.

First

Quarter Fiscal 2027 vs. First Quarter Fiscal 2026

- Revenue

growth continued: net revenues increased 22.1% to $14.5 million from $11.9 million, marking

the fourth consecutive quarter of year-over-year growth

- Gross

profit increased 18.5% to $12.2 million from $10.3 million

- Gross

profit margin was 84.5% compared to 87.2% in the prior year period, primarily reflecting

the addition of lower-margin Federal Firearms License (“FFL”) transfer revenue

as well as related implementation costs, which are not expected to recur

- Operating

expenses decreased 45.3% to $8.9 million from $16.3 million, reflecting the resolution of

certain legacy legal matters and continued cost discipline

- Returned

to profitability: net income from continuing operations was $3.6 million, compared to the

prior year period’s net loss from continuing operations of $(5.9) million

- Net

income attributable to common shareholders of $2.8 million improved from a net loss of $(7.2)

million in the prior year period and represented 19.4% of net revenues

- Adjusted

EBITDA1 increased to $7.9 million compared to $3.1 million in the same period

last year and represented 54.6% of net revenues

- Grew

gross merchandise value (“GMV”) 18.1% year-over-year to approximately $223.7

million from approximately $189.5 million in the prior year period

- Operating

cash flow improved by $11.1 million: net cash provided by operating activities was $4.4 million,

compared with net cash used in operating activities of $6.7 million in the prior-year quarter.

Operational

Highlights

- Generated

positive net income in three of the last four quarters

- Outperformed

the broader firearms market as Firearm unit sales increased 11.6%, compared with a 5.3% increase

in adjusted NICS checks, increasing the Company’s estimated share of adjusted NICS

activity by 41 basis points to approximately 6.4%

- Increased

take rate 21 basis points year-over-year to 6.47%; new FFL transfer revenue contributed 39

basis points, demonstrating the opportunity to expand transaction monetization without increasing

the base final value fee

- GMV

in the silencers and suppressed firearms category increased approximately 71% year-over-year

after the federal transfer tax on silencers was reduced to $0

- Repurchased

just over 1 million shares of common stock during the quarter for $2.0 million at an average

price of $1.98 per share excluding commissions and fees, leaving approximately $12.0 million

available under the $15.0 million repurchase authorization

- Grew

cash and cash equivalents to $68.8 million, an increase of $0.7 million during the quarter,

after funding share repurchases, preferred stock dividends, and scheduled related-party note

payments

“This

quarter demonstrates the earnings power of a leaner, more focused GunBroker and the value of disciplined execution,” said Steve

Urvan, Chairman and CEO of Outdoor Holding Company. “Revenue increased 22%, operating income improved by more than $9 million,

Adjusted EBITDA more than doubled to $7.9 million, and operating cash flow improved by $11.1 million year over year. Just as importantly,

the improvement was broad-based: traffic, conversion, average order value and firearm unit sales all increased, and GunBroker gained

share relative to adjusted NICS activity. Our operating philosophy is simple: Continuous Improvement. Disciplined Growth. We will continue

to simplify the business, improve efficiency and allocate capital to its highest and best use, while investing in initiatives that strengthen

the platform, expand monetization through value-added services and create durable long-term shareholder value.”

1 Adjusted

EBITDA is a non-GAAP financial measure. See the discussion and the reconciliations at the end of this release for additional

information.

The

first quarter results demonstrate the operating leverage of the Company’s post-divestiture business model. Year-over-year, net

revenues increased 22.1% to $14.5 million, driven by higher marketplace volume and the Company’s new FFL transfer revenue stream,

which began in April 2026. Total operating expenses declined $7.4 million, or approximately 45%, to $8.9 million, reflecting the resolution

of certain legacy legal matters and continued cost discipline. Gross margin was 84.5%, compared to 87.2% in the prior-year quarter, reflecting

the addition of lower-margin FFL transfer revenue and related implementation costs. Income from operations was $3.3 million, compared

to a loss from operations of $(6.0) million in the prior-year quarter. Net income from continuing operations was $3.6 million and 24.7%

of net revenues, compared with a net loss from continuing operations of $(5.9) million and (49.4)% of net revenues. Net income attributable

to common stockholders was $2.8 million, or $0.02 per basic and diluted share, compared to $(7.2) million, or $(0.06) per basic and diluted

share, in the comparable period. Adjusted EBITDA was $7.9 million, or 54.6% of net revenues, compared with $3.1 million, or 26.5% of

net revenues, in the same period last year. The Company has now generated year-over-year revenue growth in four consecutive quarters

and positive net income in three of the last four quarters. Management believes these results demonstrate that the turnaround is no longer

dependent solely on cost reduction: marketplace growth, improved transaction productivity and new revenue streams are now contributing

alongside the lower operating-cost structure.

GunBroker.com

delivered strong performance during the first fiscal quarter, with traffic, conversion, and average order value all increasing year-over-year,

reflecting continued engagement from both buyers and sellers and demonstrating the effect of recent platform investments.

●

Firearm

unit sales increased 11.6% year-over-year, outpacing the 5.3% increase in adjusted National Instant Criminal Background Check

System (“NICS”) checks and reflecting a 41 basis point increase in the Company’s share of adjusted NICS checks,

to approximately 6.4%

●

Total

GMV increased 18.1% year-over-year to approximately $223.7 million

●

Take

rate (net revenues divided by GMV) increased 21 basis points year-over-year to 6.47%, driven primarily by new FFL transfer revenue,

which contributed 39 basis points

●

Average

order value grew 7.5% year-over-year to $477

During

the quarter, the Company continued to introduce platform enhancements designed to improve marketplace efficiency and user experience.

The Company’s FFL transfer integration, launched at the beginning of the fiscal year, delivered an expanded dealer network, centralized

verification, and streamlined transfers workflows, while contributing a new FFL transfer revenue stream. The launch included certain

startup and implementation costs during the quarter that are not expected to recur. FFL transfer revenue also carries a lower gross margin

than the Company’s legacy marketplace revenue, which has historically generated exceptionally high gross margins exceeding 87%.

Management does not view this mix shift as a deterioration in the underlying economics of the business. New transaction-related services

are expected to generate attractive incremental margins, increase gross-profit dollars and expand take rate by monetizing additional

portions of the transaction without requiring an increase in the base final value fee. In its first quarter of operation, FFL transfer

revenue contributed 39 basis points to take rate. Excluding FFL transfer revenue, legacy take rate was 6.08%, compared with 6.26% in

the prior-year quarter. The decrease primarily reflected a higher proportion of volume from the Company’s largest sellers, which

qualify for discounted fee tiers, and increased sales of higher-value items, which carry a lower inherent take rate.

The

Company continues to implement AI where management believes it can produce measurable improvements in marketplace productivity and user

experience. The AI-powered listing tool launched in March continued to standardize product descriptions across the marketplace. The Company

is also piloting an AI-supported customer-service agent, with a phased rollout expected once it meets the Company’s quality and

escalation standards. Additional AI initiatives are being evaluated to improve listing efficiency, reduce customer-service response times,

lower transaction friction and support conversion.

Demand

during the quarter was supported in part by legislation-driven purchasing activity ahead of the scheduled July 1, 2026 effective date

of recently enacted Virginia legislation restricting future sales and transfers of certain semiautomatic firearms and magazines. The

Company believes this activity contributed a meaningful portion of the year-over-year GMV growth in the quarter. Enforcement of that

law is currently subject to preliminary injunctions, and the related litigation is ongoing. Because this Virginia-specific demand was

pulled forward ahead of a deadline that did not take effect as scheduled, the Company is not assuming that this activity will repeat

in the second quarter. Nevertheless, the quarter’s growth was broad-based. Excluding Virginia, GMV increased approximately $23

million year over year, supported by higher traffic, improved conversion and increased average order value across both new and used products.

Balance

Sheet and Liquidity

The

Company ended the quarter with $68.8 million in cash and cash equivalents, an increase of $0.7 million from March 31, 2026. Net cash

provided by operating activities was $4.4 million during the quarter, compared with net cash used in operating activities of $6.7 million

in the prior-year period. The Company grew its cash balance despite funding $2.0 million of share repurchases, $0.8 million of preferred

stock dividends, and a $0.2 million principal payment and $0.8 million of interest on the related-party note. The strengthened balance

sheet and liquidity position provide significant flexibility to support ongoing platform investments, pursue selective strategic opportunities,

and return value to shareholders through the share repurchase program. With reduced leverage, lower fixed costs, and more consistent

profitability, the Company is well-positioned to fund organic growth initiatives while maintaining a disciplined approach to capital

allocation and shareholder value creation.

Fiscal

2027 Execution Priorities

The

Company’s post-divestiture strategy is focused on four execution priorities for the remainder of fiscal 2027: growing marketplace

activity and market share through improvements in traffic, conversion, seller participation and transaction velocity; expanding transaction

monetization by scaling FFL transfer revenue and implementing universal payments; protecting the reset cost structure through disciplined

hiring, vendor management and return-based investment; and deploying AI where it can produce measurable improvements in listing quality,

customer-service efficiency, transaction friction and conversion. Management believes these initiatives can increase revenue earned from

each transaction, capture incremental market share and support durable profitability without increasing the base final value fee.

Discontinued

Operations

previously disclosed, in April 2025, the Company completed the sale of all assets of its business of designing, manufacturing, marketing,

distributing and selling ammunition and ammunition components, along with certain related assets and liabilities (the “Transaction”),

which previously comprised the Company’s Ammunition segment. Following the Transaction, the Company continues to operate its online

e-commerce marketplace business GunBroker.com.

For

the purposes of this earnings release and the financial information provided herein, the results of the Ammunition segment are presented

as discontinued operations in the consolidated statements of operations for all periods presented, if applicable.

Conference

Call

Management

will host a conference call at 9:00 AM ET on August 10, 2026 to review financial results and provide an update on corporate developments.

Following management’s formal remarks there will be a question-and-answer session.

The

conference call will primarily be available through a live webcast at the following link: https://events.q4inc.com/attendee/378705617,

which is also available through the Company’s website. The recording of the webcast will be posted on the Company’s website

after the call is completed.

Those

without internet access may dial in by calling (855) 761-5600 (domestic) or +1 (646) 307-1097 (international). Please join at least 5-10

minutes prior to the scheduled start and follow the operator’s instructions. When requested, please ask for the “Outdoor

Holding Company Conference Call” or reference Conference ID #: 8625467.

About

Outdoor Holding Company

Outdoor

Holding Company is the publicly traded parent and operator of GunBroker.com, the largest online marketplace dedicated to firearms, hunting,

shooting and related products. Third-party sellers list items on the site and federal and state laws govern the sale of firearms and

other restricted items. Firearms sold through the marketplace are transferred through federally licensed firearms dealers in accordance

with applicable law. Launched in 1999, the GunBroker.com website is an informative, secure and safe way to buy and sell firearms,

ammunition, shooting accessories and outdoor gear online. GunBroker promotes responsible ownership of guns and firearms. For more information,

visit: www.gunbroker.com.

Cautionary

Statement Concerning Forward-Looking Statements

Statements

contained or incorporated by reference in this press release that are not historical are considered “forward-looking statements”

within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities

Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “target,” “believe,”

“expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,”

“future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical

matters. These forward-looking statements include, among others, statements under the heading “Fiscal 2027 Execution Priorities”

statements about the Company’s ability to unlock post-divestiture efficiencies, the Company’s expected legal and other professional

services expenses, the Company’s business strategy, plans, objectives, expectations and intentions, the Company’s anticipated

future operating results and operating expenses, cash flow, capital resources, dividends and liquidity, the Company’s future expansion

or growth plans and potential for future growth, including its plan to expand its e-commerce platform, the Company’s ability to

attract new customers, the Company’s ongoing evaluation of strategic opportunities, expectations regarding Virginia-related demand

and second-quarter activity, expected improvement in margins on FFL transfer revenue, the implementation and expected benefits of universal

payments, AI-enabled tools and other platform initiatives, anticipated operating efficiency, profitability and capital allocation, and

other statements that are not historical facts. Instead, they are based only on Company management’s current beliefs, expectations

and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes

in circumstances that are difficult to predict and many of which are outside of the Company’s control. Important factors that could

cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, the Company’s

ability to maintain and expand its e-commerce business, the Company’s ability to introduce new features on its e-commerce platform

that match consumer preferences, the success of the Company’s recent and future platform enhancements, including the integration

with Master FFL and the deployment of a proprietary AI-powered listing tool; the Company’s ability to retain and grow its customer

base of buyers and sellers on the GunBroker Marketplace; the impact of lawsuits, including securities class action lawsuits, stockholder

derivative suits and enforcement actions by regulatory authorities; the impact of the Company’s obligation to indemnify its current

and former directors, officers and employees in connection with litigation and other actions; the Company’s ability to maintain

effective internal control over financial reporting; reputational harm resulting from the Special Committee Investigation, the SEC Investigation

and the restatement of the Company’s financial statements; investor perceptions regarding the reliability of the Company’s

historical financial statements following the restatement, which could adversely affect the Company’s access to capital markets

and the market price of its securities; the impact of adverse economic market conditions, including from social and political factors;

the Company’s ability to meet its future capital requirements; the effect of security breaches on the Company’s information

systems and other disruptions; the Company’s ability, and the ability of the third parties with whom the Company works, to comply

with evolving obligations related to data privacy and security; the impact of generative artificial intelligence on the Company’s

business, operations and competitive position; risks related to the operation, development and regulation of the Company’s payments

system and financial services offerings; the Company’s ability to retain and recruit key personnel; the intense competition in

the markets in which the Company operates and its ability to compete within those markets; changes in laws, government regulations and

policies and interpretations thereof, including those specifically applicable to the sale of firearms and ammunition, and adverse changes

to interpretations of the Second Amendment; the Company’s ability to develop and maintain its brand cost-effectively; the Company’s

ability to adequately protect its intellectual property rights, including the costs of litigation, the diversion of its management’s

time and attention and the impacts of any resulting loss of a competitive advantage; the loss of relationships with retailers and distributors,

war, terrorism, civil unrest, and natural or manmade disasters that may disrupt the Company’s operations or the markets in which

it operates; fluctuations in the Company’s financial results due to factors beyond its control; and the occurrence of any other

event, change or other circumstances that could give rise to impacts on operating results. Therefore, investors should not rely on any

of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors”

in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026 and additional disclosures the Company makes in its

other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made

as of the date of this press release, and except as required by law, the Company expressly disclaims any obligation or undertaking to

publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations

or any change in events, conditions or circumstances on which any such statement is based.

Contacts

For

investors:

Darrow

Associates

Phone: (917) 886-9071

IR@outdoorholding.com

Source:

Outdoor Holding Company

OUTDOOR

HOLDING COMPANY

NON-GAAP

FINANCIAL MEASURES (Unaudited)

supplement the Company’s financial information presented in accordance with generally accepted accounting principles in the United

States (“GAAP”), we present a non-GAAP financial measure in this press release, Adjusted EBITDA. We analyze operational and

financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net revenues, net income

(loss), and other results under GAAP, the following information includes key operating metrics and non-GAAP financial measures that we

use to evaluate our business. We believe that these measures are useful for period-to-period comparisons of the Company’s performance.

We have included these non-GAAP financial measures in this press release because they are key measures management uses to evaluate our

operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating

expenses and the allocation of our resources. Accordingly, we believe that these measures provide useful information to investors and

others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. The Adjusted

EBITDA reconciliation presented below begins with net income (loss) from continuing operations, which the Company believes is the most

directly comparable GAAP financial measure.

Adjusted

EBITDA

For

the Three Months Ended June 30,

2026

2025

Reconciliation of GAAP net income (loss) from continuing operations to Adjusted EBITDA

Net income (loss) from continuing operations

$ 3,574,061

$ (5,862,693 )

Provision for income taxes

36,715

—

Depreciation and amortization

3,713,954

3,510,021

Interest expense, net

244,363

348,330

Stock-based compensation

300,035

787,826

Interest and other income (expense), net

(559,334 )

(496,312 )

Acquisitions and divestitures

—

79,398

Special Committee Investigation and restatement

—

1,304,908

SEC Investigation

596,368

676,080

Delaware Litigation legal and professional fees

—

1,354,864

Corporate restructuring costs

—

1,435,693

Adjusted EBITDA

$ 7,906,162

$ 3,138,115

Adjusted

EBITDA is a non-GAAP financial measure that displays our net income (loss) from continuing operations (the most directly comparable financial

measure prepared in accordance with GAAP), adjusted to eliminate the effect of certain items described below. We define Adjusted EBITDA

as net income (loss) from continuing operations excluding (i) provision or benefit for income taxes, (ii) depreciation and amortization,

(iii) interest expense, net, (iv) stock-based compensation expenses relating to stock awards and common stock purchase options, (v) interest

and other income (expense), net, (vi) expenses related to acquisitions and divestitures, (vii) gain on extinguishment of debt, (viii)

professional service and legal fees related to an investigation conducted by a special committee of the Board of Directors (the “Special

Committee Investigation”), an investigation by the SEC (“the SEC Investigation”) and the now-settled lawsuit related

to the GunBroker acquisition (the “Delaware Litigation”) (ix) other nonrecurring expenses, such as contingencies associated

with litigation or settlements and (x) corporate restructuring costs related to headcount reductions, severance, and expense consolidation.

believe that it is useful to exclude these expenses because the amount of such expenses in any specific period may not directly correlate

to the underlying performance of our business operations. Non-GAAP financial measures have limitations, should be considered as supplemental

in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations

include the following:

● stock-based

compensation expense has been, and will continue to be for the foreseeable future, a significant

recurring expense for the Company and an important part of our compensation strategy;

● the

assets being depreciated or amortized may have to be replaced in the future, and the non-GAAP

financial measures do not reflect cash capital expenditure requirements for such replacements

or for new capital expenditures or other capital commitments;

● non-GAAP

measures do not reflect changes in, or cash requirements for, our working capital needs;

and

● other

companies, including companies in our industry, may calculate their non-GAAP financial measures

differently or not at all, which reduces their usefulness as comparative measures.

Because

of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our

net income (loss) from continuing operations and our other financial results presented in accordance with GAAP.

For the Three Months Ended June 30,

2026

2025

(Unaudited)

Reconciliation of GAAP net income (loss) from continuing operations to Adjusted EBITDA

Net income (loss) from continuing operations

$ 0.03

$ (0.05 )

Provision for income taxes

0.00

Depreciation and amortization

0.03

Interest expense, net

0.00

Stock based compensation

0.00

0.01

Other income (expense), net

(0.00 )

Acquisitions and divestitures

0.00

Special Committee Investigation and restatement

0.01

SEC Investigation

0.00

0.01

Delaware Litigation legal and professional fees

0.01

Corporate restructuring costs

0.01

Adjusted EBITDA

$ 0.06

$ 0.03

Total diluted income (loss) before discontinued operations, net of tax

$ 0.03

$ (0.05 )

Preferred stock dividend

(0.01 )

Total diluted income (loss) from continuing operations

$ 0.02

$ (0.06 )

For the Three Months Ended March 31,

2026

2025

Weighted average number of shares outstanding

Basic

116,490,584

116,841,148

Diluted

124,029,987

116,841,148

*Per

share amounts may not sum due to rounding

OUTDOOR

HOLDING COMPANY

CONSOLIDATED

BALANCE SHEETS

June 30, 2026

(Unaudited)

March 31, 2026

ASSETS

Current Assets:

Cash and cash equivalents

$ 68,777,371

$ 68,103,395

Accounts receivable, net of allowance for credit losses of $2,343,518 as of June 30, 2026 and $2,362,847 as of March 31, 2026

9,504,489

10,361,158

Prepaid expenses and other current assets

3,935,286

3,523,921

Total Current Assets

82,217,146

81,988,474

Property and equipment, net

6,903,818

6,927,868

Other Assets:

Other noncurrent assets

429,830

465,247

Other intangible assets, net

83,869,482

86,890,053

Goodwill

90,870,094

Right of use assets - operating leases

283,638

342,034

TOTAL ASSETS

$ 264,574,008

$ 267,483,770

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 14,380,740

$ 15,743,606

Accrued liabilities

2,215,790

4,241,349

Current portion of operating lease liability

511,438

515,579

Notes payable - related parties, current maturities

234,300

220,000

Total Current Liabilities

17,342,268

20,720,534

Long-term Liabilities:

Notes payable - related parties, net of debt discounts of $1,913,216 as of June 30, 2026 and $1,963,771 as of March 31, 2026

9,632,483

9,816,229

Operating lease liability, net of current portion

498,445

616,904

Other noncurrent liabilities

1,145,833

1,375,000

Total Liabilities

28,619,029

32,528,667

Contingencies (Note 14)

Shareholders’ Equity:

Series A cumulative perpetual preferred stock 8.75%, ($25.00 per share, $0.001 par value) 1,400,000 shares issued and outstanding as of June 30, 2026 and March 31, 2026

1,400

Common stock, $0.001 par value, 200,000,000 shares authorized; 119,479,220 and 119,346,452 shares issued and 116,015,388 and 116,902,624 shares outstanding as of June 30, 2026 and March 31, 2026, respectively

116,018

116,905

Additional paid-in capital

455,124,157

454,877,083

Accumulated deficit

(207,645,232 )

(210,453,668 )

Treasury stock, at cost

(11,641,364 )

(9,586,617 )

Total Shareholders’ Equity

235,954,979

234,955,103

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 264,574,008

$ 267,483,770

OUTDOOR

HOLDING COMPANY

CONSOLIDATED

STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

2026

2025

Net revenues

$ 14,480,654

$ 11,857,376

Cost of revenues

2,237,828

1,522,398

Gross Profit

12,242,826

10,334,978

Operating Expenses

Selling and marketing

28,693

56,531

Corporate general and administrative

2,891,091

7,337,936

Employee salaries and related expenses

2,313,283

5,441,165

Depreciation and amortization expense

3,713,954

3,510,021

Total operating expenses

8,947,021

16,345,653

Income (loss) from operations

3,295,805

(6,010,675 )

Other Income (Expense)

Interest and other income

559,334

496,312

Interest expense

(244,363 )

(348,330 )

Total other income, net

314,971

147,982

Income (loss) before income taxes from continuing operations

3,610,776

(5,862,693 )

Provision for income taxes

36,715

—

Net income (loss) from continuing operations

3,574,061

(5,862,693 )

Preferred stock dividend

(765,625 )

(774,132 )

Net income (loss) before discontinued operations

2,808,436

(6,636,825 )

Loss from discontinued operations, net of tax

—

(595,634 )

Net income (loss) attributable to common stock shareholders

$ 2,808,436

$ (7,232,459 )

Basic income (loss) per share of common stock:

Continuing operations

$ 0.02

$ (0.06 )

Discontinued operations

—

(0.00 )

Total basic income (loss) per share of common stock

$ 0.02

$ (0.06 )

Diluted income (loss) per share of common stock:

Continuing operations

$ 0.02

$ (0.06 )

Discontinued operations

—

(0.00 )

Total diluted income (loss) per share of common stock

$ 0.02

$ (0.06 )

Weighted average number of shares outstanding:

Basic

116,490,584

116,841,148

Diluted

124,029,987

116,841,148

*Per

share amounts may not sum due to rounding

GRAPHIC

Filename: ex3-1_001.jpg · Sequence: 4

Binary file (2186417 bytes)

Download ex3-1_001.jpg

GRAPHIC

Filename: ex3-1_002.jpg · Sequence: 5

Binary file (3380462 bytes)

Download ex3-1_002.jpg

GRAPHIC

Filename: ex3-1_003.jpg · Sequence: 6

Binary file (3291430 bytes)

Download ex3-1_003.jpg

GRAPHIC

Filename: ex3-1_004.jpg · Sequence: 7

Binary file (2951342 bytes)

Download ex3-1_004.jpg

GRAPHIC

Filename: ex3-1_005.jpg · Sequence: 8

Binary file (2683557 bytes)

Download ex3-1_005.jpg

GRAPHIC

Filename: ex3-1_006.jpg · Sequence: 9

Binary file (2739447 bytes)

Download ex3-1_006.jpg

GRAPHIC

Filename: ex3-1_007.jpg · Sequence: 10

Binary file (2628785 bytes)

Download ex3-1_007.jpg

GRAPHIC

Filename: ex3-1_008.jpg · Sequence: 11

Binary file (2912854 bytes)

Download ex3-1_008.jpg

GRAPHIC

Filename: ex3-1_009.jpg · Sequence: 12

Binary file (3146433 bytes)

Download ex3-1_009.jpg

GRAPHIC

Filename: ex3-1_010.jpg · Sequence: 13

Binary file (3281341 bytes)

Download ex3-1_010.jpg

GRAPHIC

Filename: ex3-1_011.jpg · Sequence: 14

Binary file (2192339 bytes)

Download ex3-1_011.jpg

GRAPHIC

Filename: ex3-1_012.jpg · Sequence: 15

Binary file (2885936 bytes)

Download ex3-1_012.jpg

GRAPHIC

Filename: ex3-1_013.jpg · Sequence: 16

Binary file (3021700 bytes)

Download ex3-1_013.jpg

GRAPHIC

Filename: ex3-1_014.jpg · Sequence: 17

Binary file (2924791 bytes)

Download ex3-1_014.jpg

GRAPHIC

Filename: ex3-1_015.jpg · Sequence: 18

Binary file (3152884 bytes)

Download ex3-1_015.jpg

GRAPHIC

Filename: ex3-1_016.jpg · Sequence: 19

Binary file (2897337 bytes)

Download ex3-1_016.jpg

GRAPHIC

Filename: ex3-1_017.jpg · Sequence: 20

Binary file (3367800 bytes)

Download ex3-1_017.jpg

GRAPHIC

Filename: ex3-1_018.jpg · Sequence: 21

Binary file (3268155 bytes)

Download ex3-1_018.jpg

GRAPHIC

Filename: ex3-1_019.jpg · Sequence: 22

Binary file (3145946 bytes)

Download ex3-1_019.jpg

GRAPHIC

Filename: ex3-1_020.jpg · Sequence: 23

Binary file (2945449 bytes)

Download ex3-1_020.jpg

GRAPHIC

Filename: ex3-1_021.jpg · Sequence: 24

Binary file (1027273 bytes)

Download ex3-1_021.jpg

GRAPHIC

Filename: ex99-1_001.jpg · Sequence: 25

Binary file (34519 bytes)

Download ex99-1_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 42

v3.26.1

Cover

Aug. 05, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 05, 2026

Current Fiscal Year End Date

--03-31

Entity File Number

001-13101

Entity Registrant Name

Outdoor

Holding Company

Entity Central Index Key

0001015383

Entity Tax Identification Number

30-0957912

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1100

Circle 75 Pkwy Suite 1300

Entity Address, City or Town

Atlanta

Entity Address, State or Province

Entity Address, Postal Zip Code

30339

City Area Code

(480)

Local Phone Number

947-0001

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock, $0.001 par value

Title of 12(b) Security

Common Stock, $0.001 par

value

Trading Symbol

POWW

Security Exchange Name

NASDAQ

8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value

Title of 12(b) Security

8.75% Series A Cumulative

Redeemable Perpetual Preferred Stock, $0.001 par value

Trading Symbol

POWWP

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=POWW_CommonStock0.001ParValueMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=POWW_Sec8.75SeriesCumulativeRedeemablePerpetualPreferredStock0.001ParValueMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: