UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-13101

Outdoor Holding Company

(Exact name of registrant as specified in its charter)

     Delaware

     30-0957912

     (State or other jurisdiction
of incorporation or organization)

     (I.R.S. Employer Identification No.)

1100 Circle 75 Pkwy, Suite 1300, Atlanta, GA 30339

(Address of principal executive offices) (Zip Code)

(480) 947-0001

(Registrant’s telephone number, including area code)

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
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value	POWWP	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~February 54, ~~2025~~2026, there were 117,~~110~~288,~~827~~722 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I		3
ITEM 1:	FINANCIAL STATEMENTS	3
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and March 31, 2025	3
	Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and March 31, 2025	3
	Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended December 31, 2025 and 2024	4
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the three and six months ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the three and nine months ended December 31, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flow (Unaudited) for the six months ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flow (Unaudited) for the nine months ended December 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2630
ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	3340
ITEM 4:	CONTROLS AND PROCEDURES	3440
PART II		3743
ITEM 1:	LEGAL PROCEEDINGS	3743
ITEM 1A:	RISK FACTORS	3844
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3844
ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	3844
ITEM 4:	MINE SAFETY DISCLOSURE	3844
ITEM 5:	OTHER INFORMATION	3844
ITEM 6:	EXHIBITS	3945
SIGNATURES		4146

PART I

ITEM 1. FINANCIAL STATEMENTS

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	6569,~~669~~857,~~937~~730		$	30,227,796
Accounts receivable, net		89,~~855~~169,~~910~~620			10,189,011
Prepaid expenses and other current assets		3,~~775~~491,~~267~~194			1,233,611
Current assets - discontinued operations		-			30,497,720
Total Current Assets		7882,~~301~~518,~~114~~544			72,148,138
Equipment, net		6,~~999~~919,~~535~~523			6,477,684
Other Assets:
Deposits		90240,942			83,278
Other intangible assets, net		9289,~~831~~922,~~051~~549			98,891,767
Goodwill		90,870,094			90,870,094
Right of use assets - operating leases		1,~~180~~181,~~707~~619			1,466,026
Noncurrent assets - discontinued operations		-			27,392,642
TOTAL ASSETS	$	~~270~~271,~~273~~653,~~443~~271		$	297,329,629
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	15,~~329~~365,~~673~~812		$	18,079,577
Accrued liabilities		64,~~729~~568,~~316~~422			37,413,636
Current portion of operating lease liability		~~451~~498,~~094~~322			519,522
Notes payable - related parties, current portion		220,000			-
Notes payable - related parties, current maturities		220,000			-
Current liabilities - discontinued operations		-			6,080,182
Total Current Liabilities		2220,~~730~~652,~~083~~556			62,092,917
Long-term Liabilities:
Notes payable - related parties, net of $2,065,501 of debt discounts as of September 30, 2025		9,714,500			-
Notes payable - related parties, net of $2,014,636 of debt discounts as of December 31, 2025		9,765,365			-
Income tax payable		1,609,520			1,609,520
Operating lease liability, net of current portion		~~803~~753,~~668~~754			1,035,813
Other noncurrent liabilities		1,604,167			-
Noncurrent liabilities - discontinued operations		-			10,564,816
Total Liabilities		34,~~857~~385,~~771~~362			75,303,066
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 September 30, 2025 and March 31, 2025		1,400			1,400
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 December 31, 2025 and March 31, 2025		1,400			1,400
Common stock, $0.001 par value, 200,000,000 shares authorized; 119,040,730 and 118,744,093 shares issued and 117,110,827 and 116,814,190 outstanding at September 30, 2025 and March 31, 2025, respectively		117,113			116,816
Common stock, $0.001 par value, 200,000,000 shares authorized; 119,218,625 and 118,744,093 shares issued and 117,288,753 and 116,814,190 shares outstanding at December 31, 2025 and March 31, 2025, respectively		117,291			116,816
Additional paid-in capital		454,~~300~~688,~~837~~270			434,335,782
Accumulated deficit		(~~210~~208,~~438~~973,~~277~~651	)		(203,862,034	)
Treasury stock		(8,565,401	)		(8,565,401	)
Total Shareholders' Equity		~~235~~237,~~415~~267,~~672~~909			222,026,563
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	~~270~~271,~~273~~653,~~443~~271		$	297,329,629

The accompanying notes are an integral part of these condensed consolidated financial statements.

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025			2024
Net revenues	$	1113,~~984~~394,~~314~~465		$	1112,~~983~~521,~~021~~867		$	2337,~~841~~236,~~540~~005		$	2436,~~265~~786,~~012~~879
Cost of revenues		1,~~543~~730,~~235~~755			1,~~569~~571,~~311~~771			34,~~065~~796,~~483~~238			34,~~314~~885,~~101~~872
Gross Profit		1011,~~441~~663,~~079~~710			10,~~413~~950,~~710~~096			2032,~~776~~439,~~057~~767			2031,~~950~~901,~~911~~007
Operating Expenses
Selling and marketing		7120,~~409~~834			~~121~~35,~~851~~114			~~127~~148,~~940~~774			~~205~~240,~~255~~369
Corporate general and administrative		23,~~839~~191,~~534~~197			824,~~123~~137,~~917~~454			1013,~~177~~368,~~470~~667			1640,~~756~~894,~~870~~324
Employee salaries and related expenses		32,~~247~~852,~~521~~174			43,~~818~~877,~~080~~710			811,~~688~~540,~~686~~860			913,~~528~~406,~~486~~196
Depreciation and amortization expense		3,~~575~~633,~~591~~722			3,~~375~~410,~~476~~758			710,~~085~~719,~~612~~334			610,~~721~~132,~~279~~037
Total operating expenses		9,~~734~~697,~~055~~927			1631,~~439~~461,~~324~~036			2635,~~079~~777,~~708~~635			3364,~~211~~672,~~890~~926
Income (loss) from Operations		~~707~~1,~~024~~965,783			(620,~~025~~510,~~614~~940	)		(53,~~303~~337,~~651~~868	)		(1232,~~260~~771,~~979~~919	)
Other Income (Expense)
Other income		~~825~~510,~~506~~332			~~202~~161,~~853~~705			1,~~321~~832,~~818~~150			~~455~~616,~~085~~790
Gain on the extinguishment of debt		~~801,894~~-			-			801,894			-
Interest expense		(~~929~~245,~~596~~865	)		(45,~~444~~480	)		(1,~~277~~523,~~926~~791	)		(90136,~~922~~402	)
Total other income (expense)		697,804			157,409			845,786			364,163
Total other income		264,467			116,225			1,110,253			480,388
Income (loss) before income taxes from continuing operations		12,~~404~~230,~~828~~250			(520,~~868~~394,~~205~~715	)		(42,~~457~~227,~~865~~615	)		(1132,~~896~~291,~~816~~531	)
Provision for income taxes		-			-			-			5,968,414
Net income (loss) from continuing operations		12,~~404~~230,~~828~~250			(520,~~868~~394,~~205~~715	)		(42,~~457~~227,~~865~~615	)		(1738,~~865~~259,~~230~~945	)
Preferred stock dividend		(~~748~~765,~~611~~625	)		(782,640	)		(12,~~522~~288,~~743~~368	)		(12,~~556~~339,~~773~~411	)
Net income (loss) before discontinued operations		~~656~~1,~~217~~464,625			(621,~~650~~177,~~845~~355	)		(54,~~980~~515,~~608~~983	)		(1940,~~422~~599,~~003~~356	)
Loss from discontinued operations, net of tax		-			(65,~~559~~734,~~908~~067	)		(595,634	)		(915,~~322~~056,~~858~~925	)
Net income (loss) attributable to common stock shareholders	$	656,217		$	(13,210,753	)	$	(6,576,242	)	$	(28,744,861	)
Net income (loss) attributable to common stockholders	$	1,464,625		$	(26,911,422	)	$	(5,111,617	)	$	(55,656,281	)
Basic income (loss) per share of common stock:
Continuing operations	$	0.01		$	(0.0618	)	$	(0.0504	)	$	(0.1634	)
Discontinued operations		-			(0.05	)		(0.0100	)		(0.0813	)
Total basic income (loss) per share of common stock	$	0.01		$	(0.1123	)	$	(0.0604	)	$	(0.2447	)
Diluted income (loss) per share of common stock:
Continuing operations	$	0.01		$	(0.0618	)	$	(0.0504	)	$	(0.1634	)
Discontinued operations		-			(0.05	)		(0.0100	)		(0.0813	)
Total diluted income (loss) per share of common stock	$	0.01		$	(0.1123	)	$	(0.0604	)	$	(0.2447	)
Weighted average number of shares outstanding
Basic		117,~~110~~201,~~827~~724			~~118~~116,~~728~~214,~~976~~522			~~116~~117,~~976~~051,~~725~~997			118,~~916~~012,~~210~~373
Diluted		~~117~~122,~~700~~878,~~922~~441			~~118~~116,~~728~~214,~~976~~522			~~116~~117,~~976~~051,~~725~~997			118,~~916~~012,~~210~~373

The accompanying notes are an integral part of these condensed consolidated financial statements.

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

	Preferred Stock				Common ~~Shares~~Stock						AdditionalPaid-In			Accumulated			Treasury
	Number		Par Value		Number			Par Value			Capital			(Deficit)			Stock			Total
Balance as of March 31, 2025		1,400,000	$	1,400		116,814,190		$	116,816		$	434,335,782		$	(203,862,034	)	$	(8,565,401	)	$	222,026,563
Stock-based compensation		-		-		426,248			427			787,399			-			-			787,826
Warrants issued for legal settlement		-		-		-			-			7,094,926			-			-			7,094,926
Repurchase of common shares (1)		-		-		(129,611	)		(130	)		(171,070	)		-			-			(171,200	)
Preferred stock dividends		-		-		-			-			-			(638,022	)		-			(638,022	)
Dividends accumulated on preferred stock		-		-		-			-			-			(136,111	)		-			(136,111	)
Net loss		-		-		-			-			-			(6,458,327	)		-			(6,458,327	)
Balance as of June 30, 2025		1,400,000	$	1,400		117,110,827		$	117,113		$	442,047,037		$	(211,094,494	)	$	(8,565,401	)	$	222,505,655
Warrant issued for extinguishment of debt		-		-		-			-			12,253,800			-			-			12,253,800
Preferred stock dividends		-		-		-			-			-			(621,008	)		-			(621,008	)
Dividends accumulated on preferred stock		-		-		-			-			-			(127,603	)		-			(127,603	)
Net income		-		-		-			-			-			1,404,828			-			1,404,828
Balance as of September 30, 2025		1,400,000	$	1,400		117,110,827		$	117,113		$	454,300,837		$	(210,438,277	)	$	(8,565,401	)	$	235,415,672
Employee stock awards		-		-		223,750			224			469,412			-			-			469,636
Repurchase of common shares (1)		-		-		(45,824	)		(46	)		(81,979	)		-			-			(82,025	)
Preferred stock dividends		-		-		-			-			-			(638,021	)		-			(638,021	)
Dividends accumulated on preferred stock		-		-		-			-			-			(127,603	)		-			(127,603	)
Net income		-		-		-			-			-			2,230,250			-			2,230,250
Balance as of December 31, 2025		1,400,000	$	1,400		117,288,753		$	117,291		$	454,688,270		$	(208,973,651	)	$	(8,565,401	)	$	237,267,909

(Continued)

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

	Preferred Stock				Common ~~Shares~~Stock						AdditionalPaid-In			Accumulated			Treasury
	Number		Par Value		Number			Par Value			Capital			(Deficit)			Stock			Total
Balance as of March 31, 2024		1,400,000	$	1,400		119,181,067		$	119,181		$	430,525,824		$	(69,923,398	)	$	(2,673,156	)	$	358,049,851
Stock-based compensation		-		-		360,833			361			1,435,677			-			-			1,436,038
Repurchase of common shares (1)		-		-		(205,704	)		(206	)		(365,959	)		-			-			(366,165	)
Preferred stock dividends		-		-		-			-			-			(638,022	)		-			(638,022	)
Dividends accumulated on preferred stock		-		-		-			-			-			(136,111	)		-			(136,111	)
Net loss		-		-		-			-			-			(14,759,975	)		-			(14,759,975	)
Treasury shares purchased		-		-		(579,463	)		(579	)		-			-			(1,095,101	)		(1,095,680	)
Balance as of June 30, 2024		1,400,000	$	1,400		118,756,733		$	118,757		$	431,595,542		$	(85,457,506	)	$	(3,768,257	)	$	342,489,936
Stock-based compensation		-		-		369,583			370			1,186,624			-			-			1,186,994
Repurchase of common shares (1)		-		-		(66,082	)		(66	)		(94,432	)		-			-			(94,498	)
Preferred stock dividends		-		-		-			-			-			(646,529	)		-			(646,529	)
Dividends accumulated on preferred stock		-		-		-			-			-			(136,111	)		-			(136,111	)
Net loss		-		-		-			-			-			(12,428,113	)		-			(12,428,113	)
Treasury shares purchased		-		-		(2,857,143	)		(2,858	)		-			-			(4,797,144	)		(4,800,002	)
Balance as of September 30, 2024		1,400,000	$	1,400		116,203,091		$	116,203		$	432,687,734		$	(98,668,259	)	$	(8,565,401	)	$	325,571,677
Stock-based compensation		-		-		365,833			366			1,040,048			-			-			1,040,414
Repurchase of common shares (1)		-		-		(61,081	)		(61	)		(80,999	)		-			-			(81,060	)
Preferred stock dividends		-		-		-			-			-			(638,021	)		-			(638,021	)
Dividends accumulated on preferred stock		-		-		-			-			-			(144,618	)		-			(144,618	)
Net loss		-		-		-			-			-			(26,128,782	)		-			(26,128,782	)
Balance as of December 31, 2024		1,400,000	$	1,400		116,507,843		$	116,508		$	433,646,783		$	(125,579,680	)	$	(8,565,401	)	$	299,619,610

(1)

The Company acquired shares of common stock tendered by employees to satisfy the tax withholding obligations related to the vesting of such shares.

The accompanying notes are an integral part of these condensed consolidated financial statements.

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	For the Six Months EndedSeptember 30,
	For the Nine Months EndedDecember 31,
	2025			2024
Cash flow from operating activities:
Net loss	$	(52,~~053~~823,~~499~~249	)	$	(2753,~~188~~316,~~088~~870	)
Loss from discontinued operations, net of tax		(595,634	)		(915,~~322~~056,~~858~~925	)
Net loss from continuing operations	$	(42,~~457~~227,~~865~~615	)	$	(1738,~~865~~259,~~230~~945	)
Adjustments to reconcile net loss to net cash provided by/(used in) operations:
Depreciation and amortization		710,~~085~~719,~~612~~334			610,~~721~~132,~~279~~037
Debt discount amortization		~~492~~543,~~787~~652			-
Stock-based compensation		~~787~~1,~~826~~257,461			23,~~623~~663,~~031~~446
Loss on disposal of assets		43,671			-
Allowance for credit losses		~~633~~1,~~557~~001,656			~~284~~517,~~320~~405
Reduction in right of use asset		~~285~~393,~~319~~148			~~291~~411,~~421~~222
Gain on sale of equity investment		(382,735	)		-
Gain on extinguishment of debt		(801,894	)		-
Valuation allowance		-			1017,~~487~~432,~~835~~547
Deferred income taxes		-			(714,~~641~~585,~~267~~979	)
Changes in current assets and liabilities
Accounts receivable		~~699~~17,~~544~~735			1483,~~156,156~~544
Prepaid expenses and other current assets		(3,~~560~~276,~~524~~451	)		~~963~~1,~~683~~685,810
Deposits		(7157,664	)		~~(100,000~~-	)
Accounts payable		(2,~~749~~713,~~904~~765	)		12,~~180~~843,~~734~~171
Accrued liabilities		(13,~~219~~380,~~592~~485	)		312,~~258~~548,~~176~~308
Operating lease liability		(300,573	)		(289,085	)
Other noncurrent liabilities		1,604,167			-
Net cash provided by/(used in) operating activities		(3,452,435	)		1,071,053
Operating lease liability		(412,000	)		(408,570	)
Net cash provided by/(used in) operating activities		2,228,215			(3,537,004	)
Cash flow from investing activities:
Sale of ammunition business assets		42,946,905			-
Proceeds from the sale of equity investments		542,831			-
Purchase of property and equipment		(12,~~590~~235,~~418~~625	)		(2,~~046~~591,~~157~~565	)
Net cash provided by/(used in) investing activities		41,~~899~~254,~~318~~111			(2,~~046~~591,~~157~~565	)
Cash flow from financing activities:
Payments on insurance premium note		-			(12,~~433~~169,~~792~~435	)
Preferred stock dividends paid		(12,~~395~~160,~~139~~764	)		(12,~~420~~194,~~660~~793	)
Repurchase of common shares		(~~171~~253,~~200~~225	)		(~~460~~541,~~661~~720	)
Common stock repurchase plan		-			(5,895,682	)
Net cash used in financing activities		(12,~~566~~413,~~339~~989	)		(910,~~210~~801,~~795~~630	)
Cash flow from discontinued operations
Net cash used in operating activities of discontinued operations		(1,478,416	)		(105,~~956~~082,~~187~~442	)
Net cash provided by/(used in) investing activities of discontinued operations		40,013			(~~803~~1,~~678~~468,915	)
Net cash used in financing activities of discontinued operations		-			(~~115~~183,~~268~~195	)
Net cash used in discontinued operations		(1,438,403	)		(116,~~875~~734,~~133~~552	)
Net increase/(decrease) in cash		3539,~~442~~629,~~141~~934			(2223,~~061~~664,~~032~~751	)
Cash, beginning of period		30,227,796			55,586,441
Cash, end of period	$	6569,~~669~~857,~~937~~730		$	3331,~~525~~921,~~409~~690

(Continued)

OUTDOOR HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	For the Six Months EndedSeptember 30,
	For the Nine Months EndedDecember 31,
	2025			2024
Supplemental cash flow disclosures:
Cash paid during the period for:
Interest	$	166,107		$	~~196~~136,~~552~~402
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Insurance premium note payment	$	-		$	2,402,436
Issuance of notes payable - related party in DE Litigation settlement	$	51,000,000		$	-
Discount on notes payable - related party in DE Litigation settlement	$	(28,891,590	)	$	-
Warrant issued for legal settlement - related party in DE Litigation settlement	$	7,094,926		$	-
Warrant issued to extinguish debt	$	12,253,800		$	-
Dividends accumulated on preferred stock	$	127,603		$	~~136~~144,~~111~~618
Operating lease assets obtained in exchange for new lease liabilities	$	108,741		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~December 3031, 2025

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY

Outdoor Holding Company ("Outdoor Holding," "we," "us," "our" or the "Company") began its operations in 2017 as a producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker business ("GunBroker") in 2021, we conducted operations through two operating and reportable segments;: Ammunition segment and Marketplace segment. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition components and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace (“Marketplace”), which, in its role as a marketplace site, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories. In addition, GunBroker helps provide the outdoors community with a state and federal compliant solution that connects buyers with sellers across the United States with local federally-licensed firearm dealers.

Prior to the sale of the Ammunition Manufacturing Business (as defined in Note 4) in April 2025 (see “Discontinued Operations and Assets Held for Sale” under Note 4), our Ammunition segment manufactured small arms ammunition and their components for the commercial, military, and law enforcement communities. Our manufacturing operations were based out of Manitowoc, Wisconsin. We emphasized an American heritage by using predominantly American-made components and raw materials in our products that were produced, inspected, and packaged at our facility in Manitowoc. Following the sale of the Ammunition Manufacturing Business, the Company continues to operate its online Marketplace business.

The Company changed its name from AMMO, Inc. to Outdoor Holding Company on April 21, 2025.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Outdoor Holding Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

Accounting Basis

The accompanying unaudited condensed consolidated financial statements and related disclosures included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and, in the opinion of management, reflect all adjustments, which consist solely of normal recurring adjustments, needed to fairly present the financial results for the interim periods presented in this report. Additionally, these condensed consolidated financial statements and related disclosures are presented pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025. The results for the three and ~~six~~nine months ended ~~September~~December 3031, 2025 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period. ~~Certain~~Pursuant to the rules and regulations of the SEC, the Company has not included certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP, ~~have~~although ~~been~~it ~~omitted~~believes ~~pursuant~~that to the ~~rules~~disclosure ~~and~~included ~~regulations~~herein ofis adequate to make the ~~SEC~~information presented not misleading.

We use the accrual basis of accounting and U.S. GAAP, and all amounts are expressed in U.S. dollars. The Company has a fiscal year-end of March 31st.

Discontinued Operations

In accordance with Accounting Standards Codification (“ASC”) Subtopic 205-20 “Discontinued Operations,” a business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated. Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not depreciated or amortized.

The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

During the year ended March 31, 2025, the Board of Directors of the Company (the "Board of Directors" or "Board") initiated

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~a formal review of strategic alternatives~~ for ~~the~~sale ~~Company.~~is ~~This~~recorded ~~review~~at ~~of strategic alternatives resulted in~~ the ~~decision~~lower ~~to sell the assets~~ of ~~the~~(i) ~~Company's~~its ~~Ammunition~~carrying ~~segment.~~amount The Company concluded the assets of the Ammunition segment met the criteria for classification as held for sale during the three months ended March 31, 2025. Additionally, the Company determined the ultimate disposal would represent a strategic shift that would have a major effect on the Company's operations and ~~financial~~(ii) ~~results.~~estimated Asfair ~~such,~~value ~~the~~less ~~results~~costs ~~of the Ammunition segment are presented as discontinued operations in the accompanying condensed consolidated statements of operations for all periods presented. Prior periods have been adjusted~~ to ~~conform to the current presentation~~sell. ~~The~~When ~~assets and liabilities of~~ the ~~Ammunition~~carrying ~~segment~~amount ~~have been reflected as assets and liabilities~~ of ~~discontinued operations in~~ the ~~accompanying~~business ~~condensed~~exceeds ~~consolidated balance sheets for the year ended March 31, 2025. The Company ceased depreciating and amortizing~~ its ~~long-lived~~estimated ~~assets~~fair ~~for~~value ~~the~~less ~~Ammunition~~costs ~~segment,~~to ~~which primarily include right-of-use assets~~sell, ~~intangible~~a ~~assets~~loss ~~and~~is ~~property~~recognized and ~~equipment~~updated ineach ~~the~~reporting ~~year~~period ~~ended~~as ~~March 31, 2025~~appropriate. OnAssets ~~January~~held ~~20, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Olin Winchester, LLC (the “Buyer”), to sell the Ammunition segment assets and liabilities~~ for ~~consideration~~sale ofare ~~$75.0~~not ~~million,~~depreciated ~~subject~~or ~~to customary adjustments for estimated net working capital and real property costs and pro-rations~~amortized. ~~The transaction was completed on April 18, 2025.~~

During the year ended March 31, 2025, the Board of Directors of the Company (the "Board of Directors" or "Board") initiated a formal review of strategic alternatives for the Company. This review of strategic alternatives resulted in the decision to sell the assets of the Company's Ammunition segment. The Company concluded the assets of the Ammunition segment met the criteria for classification as held for sale during the three months ended March 31, 2025. Additionally, the Company determined the ultimate disposal would represent a strategic shift that would have a major effect on the Company's operations and financial results. As such, the results of the Ammunition segment are presented as discontinued operations in the accompanying condensed consolidated statements of operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets and liabilities of the Ammunition segment have been reflected as assets and liabilities of discontinued operations in the accompanying condensed consolidated balance sheets as of March 31, 2025. The Company ceased depreciating and amortizing its long-lived assets for the Ammunition segment, which primarily include right-of-use assets, intangible assets and property and equipment in the year ended March 31, 2025. On January 20, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Olin Winchester, LLC (the “Buyer”), to sell the Ammunition Manufacturing Business (as defined in Note 4) for consideration of $75.0 million, subject to customary adjustments for estimated net working capital and real property costs and pro-rations. The transaction was completed on April 18, 2025.

Unless otherwise noted, all amounts and disclosures included in these notes to the condensed consolidated financial statements reflect only the Company's continuing operations. Refer to Note 4, "Discontinued Operations and Assets Held for Sale," for additional details on discontinued operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include the valuation of allowances for credit losses, valuation of deferred tax assets, useful lives of assets, goodwill, intangible assets, stock-based compensation and warrants.

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs, or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. In testing for goodwill impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flow. Forecasts of future cash flow are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. As of ~~September~~December 3031, 2025 and March 31, 2025, the Company had a goodwill carrying value of $90,870,094. No impairment was recognized for the three and nine months ended December 31, 2025 and 2024.

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable and Allowance for Credit Losses

Our accounts receivable represents amounts due from customers for fees and sales taxes and include an allowance for estimated credit losses which is estimated based on the collectability and age of the accounts receivable balances and categorization of customers with similar financial condition. Sales taxes collected are remitted to the taxing authorities shortly after receipt.

Cash and Cash Equivalents

For purposes of the condensed consolidated statements of cash flow, we consider highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets

We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. No impairment expense was recognized for the three and ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024.

Revenue Recognition

We recognize revenue when we transfer control of promised services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. We apply the following five-step model to determine revenue recognition:

•

Identification of a contract with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the separate performance obligation

•

Recognition of revenue when performance obligations are satisfied

Marketplace revenues are generated through our GunBroker online marketplace. Performance obligations are satisfied, and revenue is recognized, as follows:

Marketplace revenue consists of optional listing fees with variable pricing components based on customer options selected from the GunBroker website and final value fees based on a percentage of the final selling price of the listed item. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.

~~Compliance~~Marketplace service fee revenue, previously referred to as compliance fee revenue, consists of fees charged to customers based on a percentage of the final price of an item at the time of purchase. The performance obligation is to process the transactions as initiated by the customer. Revenue is recognized at a point in time when the transaction is processed.

Shipping revenue consists of fees charged to customers for shipping of sold items listed on the GunBroker website. The performance obligation is to ship the item sold as initiated by the customer. The price is set based on the third-party service provider selected to be used by the customer as well as the speed and location of shipment. Revenue is recognized at a point in time when the shipping label is printed.

Advertising revenue consists of fees charged to customers for advertisement placement and impressions generated through the GunBroker website. The performance obligation is to generate the number of impressions specified by the customer on banner advertisements on the GunBroker website using the placement selected by the customer. The price is set byin the ~~GunBroker~~customer ~~user~~ agreement ~~on the website~~ based on standalone selling prices, or by advertising insertion order as negotiated by a media broker. If the number of impressions promised is not generated, the customer receives a refund and the refund is applied to the transaction price. Revenue is recognized at a point in time at the end of the selected month.

For the three and six months ended September 30, 2025 and 2024, no customers comprised more than 10% of total revenues. As of September 30, 2025 and March 31, 2025, no customers comprised more than 10% of accounts receivable.

Advertising Costs

Marketplace advertising costs are expensed as they are incurred and recorded in cost of revenues. We incurred advertising expenses of $105,970 and $92,145 for the three months ended September 30, 2025 and 2024, respectively. We incurred advertising expenses of $170,205 and $202,687 for the six months ended September 30, 2025 and 2024, respectively.

Leases

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~leases~~For ~~on a straight-line basis over~~ the ~~lease~~three ~~term.~~and Wenine domonths ~~not~~ended ~~account~~December ~~for lease components (e.g.~~31, ~~fixed~~2025 ~~payments~~and ~~to use the underlying lease asset) separately from the non-lease components (e.g.~~2024, ~~fixed~~no ~~payments~~customers ~~for~~comprised ~~common-area~~more ~~maintenance~~than ~~costs~~10% ~~and~~of ~~other~~total ~~items that transfer a good or service)~~revenues. ~~Some~~As of ~~our~~December ~~leases include variable lease payments~~31, ~~which~~2025 ~~primarily result from changes in consumer price~~ and ~~other~~March ~~market-based indices~~31, ~~which are generally updated annually~~2025, ~~and~~no ~~maintenance~~customers ~~and~~comprised ~~usage~~more ~~charges.~~than ~~These~~10% ~~variable payments are excluded from the calculation~~ of ~~our~~accounts ~~lease assets and lease liabilities~~receivable.

Advertising Costs

Marketplace advertising costs are expensed as they are incurred and recorded in cost of revenues. We incurred advertising expenses of $134,714 and $90,648 for the three months ended December 31, 2025 and 2024, respectively. We incurred advertising expenses of $304,919 and $293,335 for the nine months ended December 31, 2025 and 2024, respectively.

Leases

We determine if an arrangement is a lease at inception of the contract. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; instead, we recognize lease expense for these leases on a straight-line basis over the lease term. We do not account for lease components (e.g., fixed payments to use the underlying lease asset) separately from the non-lease components (e.g., fixed payments for common-area maintenance costs and other items that transfer a good or service). Some of our leases include variable lease payments, which primarily result from changes in consumer price and other market-based indices, which are generally updated annually, and maintenance and usage charges. These variable payments are excluded from the calculation of our lease assets and lease liabilities.

We utilize the interest rate implicit in the lease to determine the lease liability when the interest rate can be determined. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Property and Equipment

We state property and equipment at cost, less accumulated depreciation. We compute depreciation using the straight-line method at rates intended to depreciate the cost of assets over their estimated useful lives, which are generally three to ten years. Upon retirement or sale of property and equipment, we remove the cost of the disposed assets and related accumulated depreciation from the accounts and any resulting gain or loss is credited or charged to other income or expenses. We charge expenditures for normal repairs and maintenance to expense as incurred.

We capitalize additions and expenditures for improving or rebuilding existing assets that extend the useful life. Leasehold improvements made either at the inception of the lease or during the lease term are amortized over the shorter of their economic lives or the lease term including any renewals that are reasonably assured.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to us as of ~~September~~December 3031, 2025 and March 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, accounts receivable, accounts payable and notes due to related parties. Fair values were assumed to approximate carrying values because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Stock-Based Compensation

We account for stock-based compensation at fair value in accordance with ASC 718 – Compensation – Stock Compensation, which requires the recognition of the cost of employee, director and non-employee services received in exchange for an award of equity over the period the employee, director or non-employee is required to perform the services in exchange for the award. Stock-based compensation is measured based on the grant-date fair value of the award. Stock-based compensation for stock awards is recognized on a straight-line basis over the vesting periods and ~~forfeitures~~stock-based compensation for stock options is recognized using the accelerated recognition method. Forfeitures are recognized in the periods they occur.

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Concentrations of Credit Risk

Accounts at banks are insured by the Federal Deposit Insurance Corporation up to $250,000. As of ~~September~~December 3031, 2025 and March 31, 2025, our bank account balances exceeded federally insured limits; however, we have not incurred losses related to these deposits.

Income Taxes

We file federal and state income tax returns in accordance with the applicable rules of each jurisdiction. We account for income taxes under the asset and liability method in accordance with ASC 740 - Income Taxes (“ASC 740”). The provision for income taxes includes federal, state, and local income taxes currently payable, and deferred taxes. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable amounts in years in which those temporary differences are expected to be recovered or settled. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. In accordance with ASC 740, we recognize the effect of income tax positions only if those positions are more likely than not of being sustained. We measure recognized income tax positions at the largest amount that is greater than 50% likely of being realized. We reflect changes in recognition or measurement in the period in which the change in judgment occurs.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires that public business entities, on an annual basis, (1) disclose specific categories in the effective tax rate reconciliation and (2) provide additional information for reconciling items that meet or exceed a quantitative threshold. Additionally, it requires all entities disclose the following information about income taxes paid on an annual basis: (1) the year-to-date amounts of income taxes paid, disaggregated by federal (national), state, and foreign taxes, and (2) the amount of income taxes paid, disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. The amendments in this ASU should be applied on a prospective basis, although retrospective application to all periods presented is permitted. Early adoption is permitted. The Company does not expect the guidance to have a material impact on its consolidated financial statements and disclosures.

12In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement expenses (Subtopic 220-40). This ASU requires disclosure about significant expense categories, including but not limited to, inventory purchases, employee compensation, depreciation, amortization and selling expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027 with early adoption permitted. This ASU is applicable to the Company's fiscal year ending March 31, 2027. The transition method may be either prospective or retrospective. While the Company is still evaluating the impact on its consolidated financial statement disclosures, the Company anticipates this guidance will have an impact.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. This ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods. This ASU is applicable to the Company's fiscal year beginning on April 1, 2026, with early application permitted. The transition method is prospective. The Company does not expect the guidance to have a material impact on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. This ASU is applicable to the Company's fiscal year beginning April 1, 2028, with early adoption permitted. The transition method may be prospective, modified, or retrospective.

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~year-to-date~~The ~~amounts~~Company ofis ~~income~~currently ~~taxes~~evaluating ~~paid, disaggregated by federal (national), state, and foreign taxes, and (2)~~ the ~~amount~~impact of ~~income~~adopting taxes paid, disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. The amendments in this ASU ~~should be applied~~ on aits ~~prospective~~consolidated ~~basis,~~financial ~~although~~statements ~~retrospective~~and ~~application to all periods presented is permitted~~disclosures. ~~Early adoption is permitted. We are currently evaluating the potential impact of these changes.~~

In ~~July~~December 2025, the FASB issued ASU ~~No.~~ 2025-~~05,~~11 ~~Financial~~to ~~Instruments—Credit~~amend ~~Losses~~the guidance in Interim Reporting (Topic ~~326~~270):. ~~Measurement~~The ofamendments ~~Credit~~in ~~Losses~~this ~~for~~update ~~Accounts~~clarify ~~Receivable~~current ~~and~~interim ~~Contract~~disclosure ~~Assets,~~requirements ~~which~~and ~~introduces~~provide a ~~practical~~comprehensive ~~expedient~~list ~~for~~of ~~the~~required ~~application~~interim ofdisclosures. ~~the~~The ~~current~~update ~~expected~~also ~~credit~~incorporates ~~loss~~a ~~model~~disclosure principle that requires entities to ~~current~~disclose ~~accounts~~events ~~receivable~~that ~~and~~occur ~~contract~~after ~~assets~~the end of the last annual reporting period. This ~~ASU~~update is effective for interim periods within annual periods beginning after December 15, ~~2025~~2027, ~~and~~though ~~interim~~early ~~periods~~adoption ~~within~~is ~~those annual reporting periods~~permitted. This ASU is applicable to the Company's fiscal year beginning on April 1, ~~2026,~~2028 ~~with~~and ~~early~~we ~~application~~do ~~permitted.~~not ~~The~~expect ~~transition~~it ~~method~~to ishave ~~prospective.~~a ~~The~~material ~~Company~~effect ~~is currently evaluating the impact of adopting this ASU~~ on ~~its~~our consolidated financial statements ~~and disclosures~~.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying condensed consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year's presentation. These reclassifications have no effect on the results of operations, shareholders' equity, and cash flow as previously reported.

1314

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – INCOME (LOSS) PER COMMON SHARE

We calculate basic income/(loss) per share using the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect is to reduce a loss or increase the income per share. Potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options (using the treasury stock method), the exercise of warrants (using the if-converted method), and the vesting of restricted stock unit awards.

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025			2024
	(Unaudited)						(Unaudited)
Numerator:
Net income (loss) from continuing operations	$	12,~~404~~230,~~828~~250		$	(520,~~868~~394,~~205~~715	)	$	(42,~~457~~227,~~865~~615	)	$	(1738,~~865~~259,~~230~~945	)
Less: Preferred stock dividends		(~~748~~765,~~611~~625	)		(782,640	)		(12,~~522~~288,~~743~~368	)		(12,~~556~~339,~~773~~411	)
Net income (loss) before discontinued operations	$	~~656~~1,~~217~~464,625		$	(621,~~650~~177,~~845~~355	)	$	(54,~~980~~515,~~608~~983	)	$	(1940,~~422~~599,~~003~~356	)
Net loss from discontinued operations, net of tax		—			(65,~~559~~734,~~908~~067	)		(595,634	)		(915,~~322~~056,~~858~~925	)
Net income (loss) attributable to common stockholders	$	~~656~~1,~~217~~464,625		$	(1326,~~210~~911,~~753~~422	)	$	(65,~~576~~111,~~242~~617	)	$	(2855,~~744~~656,~~861~~281	)
Denominator:
Weighted average shares of common stock - basic		117,~~110~~201,~~827~~724			~~118~~116,~~728~~214,~~976~~522			~~116~~117,~~976~~051,~~725~~997			118,~~916~~012,~~210~~373
Effect of dilutive common stock purchase warrants		~~590~~5,~~095~~497,076			-			-			-
Effect of dilutive equity incentive awards		-179,641			-			-			-
Weighted average shares of common stock - diluted		~~117~~122,~~700~~878,~~922~~441		$	~~118~~116,~~728~~214,~~976~~522			~~116~~117,~~976~~051,~~725~~997			118,~~916~~012,~~210~~373
Basic income (loss) per share attributable to common stockholders:
Continuing operations	$	0.01		$	(0.0618	)	$	(0.0504	)	$	(0.1634	)
Discontinued operations	$	-		$	(0.05	)	$	(0.0100	)	$	(0.0813	)
Total basic income (loss) per share attributable to common stockholders	$	0.01		$	(0.1123	)	$	(0.0604	)	$	(0.2447	)
Diluted income (loss) per share attributable to common stockholders:
Continuing operations	$	0.01		$	(0.0618	)	$	(0.0504	)	$	(0.1634	)
Discontinued operations	$	-		$	(0.05	)	$	(0.0100	)	$	(0.0813	)
Total diluted income (loss) per share attributable to common stockholders	$	0.01		$	(0.1123	)	$	(0.0604	)	$	(0.2447	)

~~The following table presents the number of shares excluded from the calculation of diluted net loss per share attributable to common stockholders:~~15

	For the Three Months Ended September 30,				For the Six Months Ended September 30,
	2025		2024		2025		2024
Common stock options		400,000		225,000		400,000		225,000
Non-vested stock awards		-		783,668		-		783,668
Warrants		8,720,345		1,721,296		21,720,345		1,721,296
Total shares excluded from net income (loss) per share attributable to common stockholders		9,120,345		2,729,964		22,120,345		2,729,964

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the number of shares excluded from the calculation of diluted net income (loss) per share attributable to common stockholders:


	For the Three Months Ended December 31,				For the Nine Months Ended December 31,
	2025		2024		2025		2024

Common stock options		400,000		250,000		400,000		199,750
Non-vested stock awards		25,000		509,086		715,000		552,149
Warrants		7,675,000		1,721,296		20,775,000		1,738,212
Total shares excluded from net income (loss) per share attributable to common stockholders		8,100,000		2,480,382		21,890,000		2,490,111

NOTE 4 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

As previously reported, the Board of Directors initiated a formal review of strategic alternatives for the Ammunition segment during the year ended March 31, 2025. On January 20, 2025, we entered into the Asset Purchase Agreement with the Buyer, pursuant to which the Buyer agreed to (i) acquire all assets of our business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business”) along with certain assets related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, WI, and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to adjustments for estimated net working capital and real property costs and pro-rations (the “Transaction”). The Transaction closed on April 18, 2025. The net proceeds after all adjustments totaled approximately $42.9 million. The assets and liabilities of the Ammunition segment were classified as assets and liabilities of discontinued operations in the accompanying condensed consolidated balance sheet as of March 31, 2025.

1416

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, WI, and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to adjustments for estimated net working capital and real property costs and pro-rations (the “Transaction”). The Transaction closed on April 18, 2025. The net proceeds after all adjustments totaled approximately $42.9 million. The assets and liabilities of the Ammunition segment were classified as assets and liabilities of discontinued operations in the accompanying condensed consolidated balance sheet as of March 31, 2025.

Financial Information of Discontinued Operations

There was no activity related to discontinued operations subsequent to June 30, 2025. Accordingly, the Company has not presented results of discontinued operations for the three months ended ~~September~~December 3031, 2025. However, for informational purposes, the results of discontinued operations for the three months ended ~~September~~December 3031, 2024 are presented in the table below. The following table summarizes the results of operations of the Ammunition segment that are reported as discontinued operations:

	For the Six Months Ended September 30,						For the Three Months Ended September 30,
	For the Nine Months Ended December 31,						For the Three Months Ended December 31,
	2025(1)			2024			2024
Net revenues(2)	$	752,762		$	3854,~~108~~773,~~123~~758		$	1916,~~436~~665,~~564~~635
Cost of revenues		1,599,202			4261,~~062~~880,~~474~~712			2219,~~631~~818,~~015~~238
Gross profit		(846,440	)		(37,~~954~~106,~~351~~954	)		(3,~~194~~152,~~451~~603	)
Operating expenses
Selling and marketing		15,819			~~541~~682,~~254~~097			~~326~~140,~~045~~843
Corporate general and administrative		232,104			56,~~049~~889,~~472~~029			21,~~359~~839,~~347~~557
Employee salaries and related expenses		84,502			1,~~030~~505,~~390~~517			~~558~~475,~~661~~127
Depreciation and amortization expense		-			35,866			-
Total operating expenses		332,425			69,~~656~~112,~~982~~509			32,~~244~~455,~~053~~527
Loss from operations		(1,178,865	)		(1016,~~611~~219,~~333~~463	)		(65,~~438~~608,~~504~~130	)
Total other income/(expense)		583,231			(~~272~~398,~~448~~385	)		(~~121~~125,~~404~~937	)
Loss from discontinued operations before income taxes		(595,634	)		(1016,~~883~~617,~~781~~848	)		(65,~~559~~734,~~908~~067	)
Benefit for income taxes		-			(1,560,923	)		-
Loss from discontinued operations, net of tax	$	(595,634	)	$	(915,~~322~~056,~~858~~925	)	$	(65,~~559~~734,~~908~~067	)

(1)

Reflects results from April 1, 2025 through April 18, 2025 only.

(2)

Included in revenue for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024 are excise taxes of $27,185 and $23,~~654~~795,~~200~~459, respectively. Included in revenue for the three months ended ~~September~~December 3031, 2024 are excise taxes of $1,~~350~~141,~~597~~259.

There were no assets or liabilities classified as discontinued operations as of ~~September~~December 3031, 2025. The following table summarizes the Ammunition segment assets and liabilities classified as discontinued operations in the accompanying condensed consolidated balance sheets:


	March 31, 2025
ASSETS
Accounts receivable, net	$	8,778,545
Inventories		21,520,796
Prepaid expenses		198,379
Equipment, net		25,983,100
Patents, net		1,409,542
Total assets of discontinued operations	$	57,890,362

LIABILITIES
Accounts payable	$	2,513,533
Accrued liabilities		3,280,449
Current portion of construction note payable		286,200
Construction note payable, net of unamortized issuance costs		10,564,816
Total liabilities of discontinued operations	$	16,644,998

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell.

Capital expenditures related to discontinued operations were $40,000 and $01.81 million for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively.

1517

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – SUPPLEMENTAL BALANCE SHEET INFORMATION

Accounts Receivable

Our net accounts receivable are summarized as follows:

	September 30,2025			March 31,2025
	December 31,2025			March 31,2025
Accounts receivable	$	1211,~~027~~973,~~841~~452		$	13,994,499
Less: allowance for credit losses		(32,~~171~~803,~~931~~832	)		(3,805,488	)
Accounts receivable, net	$	89,~~855~~169,~~910~~620		$	10,189,011

The following presents a reconciliation of our allowance for credit losses for the periods presented:

April 1, 2025	$	3,805,488
Increase/(reduction) in allowance		38,049
Reduction in allowance		(181,897	)
Write-off of uncollectible amounts		(~~671~~819,~~606~~759	)
September 30, 2025	$	3,171,931
December 31, 2025	$	2,803,832

Property and Equipment

Property and equipment consisted of the following at ~~September~~December 3031, 2025 and March 31, 2025:

	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
Leasehold improvements	$	—		$	247,725
Furniture and fixtures		19,792			331,483
Software and equipment		10,~~047~~753,~~708~~186			9,249,946
Construction in progress		~~617~~428,~~436~~896			733,384
Total property and equipment	$	1011,~~684~~201,~~936~~874		$	10,562,538
Less accumulated depreciation		(34,~~685~~282,~~401~~351	)		(4,084,854	)
Net property and equipment	$	6,~~999~~919,~~535~~523		$	6,477,684

Depreciation expense for the three and ~~six~~nine months ended ~~September~~December 3031, 2025 totaled $~~545~~596,~~232~~951 and $1,~~024~~621,~~895~~846, respectively, and was included in depreciation and amortization expenses in operating expenses on the condensed consolidated statements of operations.

Depreciation expense for the three and ~~six~~nine months ended ~~September~~December 3031, 2024 totaled $~~345~~380,~~118~~399 and $~~660~~1,~~563~~040,962, respectively, and was included in depreciation and amortization expenses in operating expenses on the condensed consolidated statements of operations.

Accrued Liabilities

At ~~September~~December 3031, 2025 and March 31, 2025, accrued liabilities were as follows:

	September 30, 2025		March 31, 2025
	December 31, 2025		March 31, 2025
Accrued bonus program	$	1,~~012~~518,~~500~~750	$	1,831,250
Accrued professional fees		~~695~~583,~~269~~484		4,682,183
Accrued payroll		~~905~~705,~~424~~167		764,174
Other accruals		~~972~~1,~~058~~366,956		674,735
Income taxes payable		394,065		394,065
Accrued contingency		~~2,750,000~~—		29,067,229
Accrued liabilities	$	64,~~729~~568,~~316~~422	$	37,413,636

NOTE 6 – LEASES

We lease office space in Scottsdale, AZ and Atlanta, GA under contracts we classify as operating leases. None of our leases are financing leases. The Scottsdale lease has been extended through 2029 and does not include a renewal option.

1618

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On September 17, 2025, we signed a lease for 2,660 square feet of mixed-use warehouse space in Marietta, GA. The lease commenced on October 1, 2025 and expires in October 2028.

Consolidated lease expense for the three months ended ~~September~~December 3031, 2025 was $~~143~~151,~~023~~310, including $~~135~~143,~~734~~619 of operating lease expense and $7,~~289~~691 of other lease associated expenses such as association dues, taxes, utilities, and other month-to-month rentals. Consolidated lease expense for the three months ended ~~September~~December 3031, 2024 was $~~137~~130,~~222~~344, including $~~131~~132,~~782~~981 of operating lease expense and a reduction of $52,~~440~~637 of other lease associated expenses such as association dues, taxes, utilities, and other month-to-month rentals.

Consolidated lease expense for the ~~six~~nine months ended ~~September~~December 3031, 2025 was $~~292~~443,~~682~~992, including $~~271~~415,~~469~~088 of operating lease expense and $2128,~~213~~904 of other lease associated expenses such as association dues, taxes, utilities, and other month-to-month rentals. Consolidated lease expense for the ~~six~~nine months ended ~~September~~December 3031, 2024 was $~~274~~404,~~445~~790, including $~~263~~396,~~565~~546 of operating lease expense and $108,~~880~~244 of other lease associated expenses such as association dues, taxes, utilities, and other month-to-month rentals.

The weighted average remaining lease term and weighted average discount rate for operating leases as of ~~September~~December 3031, 2025 were 2.85 years and 10.0%, respectively.

Future minimum lease payments under non-cancellable leases as of ~~September~~December 3031, 2025, are as follows:

Years Ended March 31,
2026(1)	$	~~276~~149,~~772~~778
2027		~~564~~605,~~681~~412
2028		~~360~~402,~~055~~823
2029		~~242~~268,~~595~~256
Total Lease Payments		1,~~444~~426,~~103~~269
Less: Amount Representing Interest		(~~189~~174,~~341~~193	)
Present Value of Lease Liabilities	$	1,~~254~~252,~~762~~076

(1)

This amount represents future lease payments for the remaining ~~six~~three months of fiscal year 2026. It does not include any lease payments for the ~~six~~nine months ended ~~September~~December 3031, 2025.

NOTE 7 – PREFERRED STOCK

On May 18, 2021, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Series A Cumulative Redeemable Perpetual Preferred Stock ("Series A Preferred Stock").

The Company pays cumulative cash dividends on the Series A Preferred Stock when, as and if declared by its Board of Directors (or a duly authorized committee of its Board of Directors), only out of funds legally available for payment of dividends. Dividends on the Series A Preferred Stock accrue on the stated amount of $25.00 per share of the Series A Preferred Stock at a rate per annum equal to 8.75% (equivalent to $2.1875 per year), payable quarterly in arrears. Dividends on the Series A Preferred Stock declared by our Board of Directors (or a duly authorized committee of our Board of Directors) are payable quarterly in arrears on March 15, June 15, September 15 and December 15.

Generally, the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or de-listing event (each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock for a limited period of time.

1719

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the dividends paid on the Series A Preferred Stock in the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024.

DividendDeclarationDate

RecordDate

DividendPeriod

DividendPaymentDate

DividendAmount

Per ShareAmount

Dividend Declaration Date

Record Date

Dividend Period

Dividend Payment Date

DividendAmount

Per ShareAmount

May 15, 2025

May 31, 2025

March 15, 2025 - June 14, 2025

June 16, 2025

765,625

0.54687500

August 12, 2025

August 31, 2025

June 15, 2025 - September 14, 2025

September 15, 2025

765,625

0.54687500

November 12, 2025

December 1, 2025

September 15, 2025 - December 14, 2025

December 15, 2025

765,625

0.54687500

Preferred dividends accumulated as of ~~September~~December 3031, 2025 were $127,~~604~~603.

DividendDeclarationDate

RecordDate

DividendPeriod

DividendPaymentDate

DividendAmount

Per ShareAmount

Dividend Declaration Date

Record Date

Dividend Period

Dividend Payment Date

DividendAmount

Per ShareAmount

May 15, 2024

May 31, 2024

March 15, 2024 - June 14, 2024

June 17, 2024

782,634

0.55902778

August 15,2024

August 31,2024

June 15,2024 - September 14, 2024

September 15, 2024

782,639

0.55902778

August 15, 2024

August 31, 2024

June 15,2024 - September 14, 2024

September 15, 2024

782,639

0.55902778

November 15, 2024

November 30, 2024

September 15, 2024 - December 14, 2024

December 15, 2024

782,639

0.55902778

Preferred dividends accumulated as of ~~September~~December 3031, 2024 were $~~136~~144,~~111~~618.

NOTE 8 – CAPITAL STOCK

Our authorized capital consists of 200,000,000 shares of common stock with a par value of $0.001 per share.

2017 Equity Incentive Plan

In October 2017, our Board of Directors approved the 2017 Equity Incentive Plan (the "2017 Plan"). The 2017 Plan initially permitted the issuance of equity-based instruments covering up to a total of 485,000 shares of common stock. Our Board of Directors and stockholders approved an increase of 4,515,000 shares in October 2020, an additional increase of 1,000,000 shares in March 2023, and an additional increase of 3,000,000 shares in February 2024, bringing the total shares allowed under the 2017 Plan to 9,000,000. The 2017 Plan was terminated with respect to future awards on August 29, 2025.

2025 Long-Term Incentive Plan

On July 2, 2025, our Board of Directors approved the 2025 Long-Term Incentive Plan (the "2025 Plan") and our stockholders adopted the 2025 Plan at our Annual Meeting of Stockholders on August 29, 2025. The 2025 Plan permits the issuance of equity-based awards to plan participants representing up to a total of 10,000,000 shares of common stock. As of December 31, 2025, there were 9,107,074 shares available to be issued under the 2025 Plan.

Warrants

On September 17, 2025, we issued a warrant to purchase 13.0 million shares of common stock at an exercise price of $1.00 per share with a 5-year term. Please see Note 12, "Related Party Transactions," for more information.

On May 30, 2025, we issued a warrant to purchase 7.0 million shares of common stock at an exercise price of $1.81 per share and a 5-year term. Please see Note 12, "Related Party Transactions," for more information.

AtOn September 3017, 2025, ~~outstanding~~we ~~and~~issued ~~exercisable~~a ~~stock~~warrant to purchase ~~warrants~~13.0 ~~consisted~~million shares of ~~the~~common ~~following:~~stock at an exercise price of $1.00 per share with a 5-year term. Please see Note 12, "Related Party Transactions," for more information.

	Number ofShares			WeightedAverageExercisePrice		WeightedAverage LifeRemaining(Years)
Outstanding at April 1, 2025		1,721,256		$	2.03		0.84
Granted		20,000,000			1.28		4.86
Exercised		—			—		—
Forfeited or cancelled		(911	)		1.65		—
Outstanding at September 30, 2025		21,720,345		$	1.34		4.50
Exercisable at September 30, 2025		1,720,345		$	2.03		0.28

As of September 30, 2025, we had 21,720,345 warrants outstanding. Each warrant provides the holder the right to purchase one share of our common stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase 100,000 shares of common stock at an exercise price of $0.01 per share until December 2026; (2) warrants to purchase 59,034 shares of our Common Stock at an exercise price of $2.00 per share until October 2025; (3) warrants to purchase 675,000 shares of our Common Stock at an exercise price of $2.00 per share until February 2026; (4) warrants to purchase 500,000 shares of Common Stock at an exercise price of $2.00 per share until December 2025; (5) warrants to purchase 386,311 shares of Common Stock at an exercise price

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ofAt ~~$2.63~~December ~~until~~31, ~~November~~ 2025~~; (6) warrants to purchase 7~~,~~000,000~~ ~~shares~~outstanding ofand ~~common~~exercisable stock atpurchase ~~an exercise price of $1.81 until May 2030; and (7)~~ warrants toconsisted ~~purchase 13,000,000 shares~~ of ~~common~~the ~~stock at an exercise price of $1.00 until September 2030.~~following:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Life Remaining (Years)
Outstanding at April 1, 2025		1,721,256		$	2.03		0.84
Granted		20,000,000			1.28		4.86
Exercised		—			—		—
Forfeited or cancelled		(946,256	)		2.26		—
Outstanding at December 31, 2025		20,775,000		$	1.30		4.44
Exercisable at December 31, 2025		7,775,000		$	1.80		3.98

As of December 31, 2025, we had 20,775,000 warrants outstanding. Each warrant provides the holder the right to purchase one share of our common stock at a predetermined exercise price. The outstanding warrants consist of (1) warrants to purchase 100,000 shares of common stock at an exercise price of $0.01 per share until December 2026; (2) warrants to purchase 675,000 shares of our Common Stock at an exercise price of $2.00 per share until February 2026; (3) warrants to purchase 7,000,000 shares of common stock at an exercise price of $1.81 per share until May 2030; and (4) warrants to purchase 13,000,000 shares of common stock at an exercise price of $1.00 per share until September 2030.

Options Granted

During the year ended March 31, 2024, we granted stock options (“Options”) to purchase 400,000 shares of our common stock. The Options have a term of ten years. The vesting of the Options was accelerated to be fully vested on May 30, 2025 upon the execution of a separation agreement with our former Chief Executive Officer. As such, we recognized the remaining expense of $48,725 related to the Options during the three months ended June 30, 2025. We recognized expense of $3327,~~568~~330 and $74101,~~623~~953 related to the Options during the three and ~~six~~nine months ended ~~September~~December 3031, 2024, respectively.

The following is a summary of our stock option activity during the ~~six~~nine months ended ~~September~~December 3031, 2025:

	Number of Options		Weighted Average Exercise Price			Weighted Average Grant Date Fair Value		Weighted Average Remaining Life in Years
Outstanding, April 1, 2025		400,000	$		2.08	$	1.50		8.32
Granted		-			-		-		-
Exercised		-			-		-		-
Canceled/Forfeited		-			-		-		-
Outstanding, September 30, 2025		400,000	$	2.08		$	1.50		7.81
Outstanding, December 31, 2025		400,000	$	2.08		$	1.50		7.56

As of ~~September~~December 3031, 2025, there was no unrecognized compensation expense related to unvested stock options.

Stock Awards

A summary of stock award activity for the ~~six~~nine months ended ~~September~~December 3031, 2025 under the 2017 Plan is as follows:

	Number of Shares			Weighted-Average Grant-Date Fair Value Per Share
Outstanding at April 1, 2025		215,196		$	2.24
Granted		377,498			2.02
Vested		(426,027	)		1.73
Forfeited		(166,667	)		2.08
Outstanding at September 30, 2025		-		$	-
Outstanding at December 31, 2025		-		$	-

~~As of September 30, 2025, there was no unrecognized compensation expense and were no unvested stock awards.~~21

NOTE 9 – GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill at September 30, 2025 and March 31, 2025 was $90,870,094.

Amortization expense related to our intangible assets for the three and six months ended September 30, 2025 was $3,030,358 and $6,060,717, respectively. Amortization expense related to our intangible assets for the three and six months ended September 30, 2024 was $3,030,358 and $6,060,717, respectively.

Intangible assets consisted of the following:

		As of
	Life	September 30, 2025			March 31, 2025
Tradename	15	$	76,532,389		$	76,532,389
Customer List	10		65,252,802			65,252,802
Intellectual Property	10		4,224,442			4,224,442
Other Intangible Assets	5		357,747			357,747
Gross Intangibles Assets			146,367,380			146,367,380
Accumulated Amortization – Intangible Assets			(53,536,329	)		(47,475,613	)
Net Intangible Assets		$	92,831,051		$	98,891,767

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of stock award activity for the nine months ended December 31, 2025 under the 2025 Plan is as follows:


	Number of Shares			Weighted-Average Grant-Date Fair Value Per Share
Outstanding at April 1, 2025		-		$	-
Granted		995,000			1.54
Vested		(223,750	)		1.53
Forfeited		(56,250	)		1.53
Outstanding at December 31, 2025		715,000		$	1.54

As of December 31, 2025, there was $974,402 of unrecognized compensation expense related to unvested stock awards, which is expected to be recognized over a weighted-average period of approximately 0.71 years.

NOTE 9 – GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill at December 31, 2025 and March 31, 2025 was $90,870,094.

Amortization expense related to our intangible assets for the three and nine months ended December 31, 2025 was $3,036,771 and $9,097,488, respectively. Amortization expense related to our intangible assets for the three and nine months ended December 31, 2024 was $3,030,359 and $9,091,075, respectively.

Intangible assets consisted of the following:


		As of
	Life	December 31, 2025			March 31, 2025
Tradename	15	$	76,532,389		$	76,532,389
Customer List	10		65,252,802			65,252,802
Intellectual Property	10		4,224,442			4,224,442
Other Intangible Assets	5		486,017			357,747
Gross Intangibles Assets			146,495,650			146,367,380
Accumulated Amortization – Intangible Assets			(56,573,101	)		(47,475,613	)
Net Intangible Assets		$	89,922,549		$	98,891,767

Annual amortization of intangible assets for the next five fiscal years are as follows:

Years Ended March 31,	Estimates forFiscal Year
2026 (1)	$	63,~~060~~032,~~717~~497
2027		12,~~055~~064,~~846~~397
2028		12,~~049~~058,~~884~~435
2029		12,~~049~~058,~~884~~435
2030		12,~~049~~058,~~884~~435
Thereafter		38,~~564~~650,~~836~~350
Annual amortization of intangible assets	$	9289,~~831~~922,~~051~~549

(1)

This amount represents future amortization for the remaining ~~six~~three months of fiscal year 2026. It does not include any amortization for the ~~six~~nine months ended ~~September~~December 3031, 2025.

NOTE 10 – SEGMENTS

We define our segments as those operations whose results our chief operating decision maker ("CODM") reviews to analyze performance and allocate resources. Our CODM is our chief executive officer. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated earnings before interest expense, income taxes, depreciation and amortization ("EBITDA"). The CODM uses consolidated EBITDA to analyze how profitable the business is, including reviewing in comparison to budget and in comparison to the prior year performance when making decisions on allocating capital and resources. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the condensed consolidated statement of operations.

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our CODM does not use asset book values in assessing performance or allocating resources for our operating segments and therefore this information is not disclosed.

The following table presents consolidated EBITDA for our single reportable segment:

For the three months ended September 30,

For the six months ended September 30,

For the three months ended December 31,

For the nine months ended December 31,

2025

2024

2025

2024

Net revenues

1113,~~984~~394,~~314~~465

1112,~~983~~521,~~021~~867

2337,~~841~~236,~~540~~005

2436,~~265~~786,~~012~~879

Cost of revenues

1,~~543~~730,~~235~~755

1,~~569~~571,~~311~~771

34,~~065~~796,~~483~~238

34,~~314~~885,~~101~~872

Selling and marketing

7120,~~409~~834

~~121~~35,~~851~~114

~~127~~148,~~940~~774

~~205~~240,~~255~~369

Corporate and administrative

23,~~839~~191,~~534~~197

824,~~123~~137,~~917~~454

1013,~~177~~368,~~470~~667

1640,~~756~~894,~~870~~324

Employee salaries and related expenses

32,~~247~~852,~~521~~174

43,~~818~~877,~~080~~710

811,~~688~~540,~~686~~860

913,~~528~~406,~~486~~196

Consolidated EBITDA

45,~~282~~599,~~615~~505

(217,~~650~~100,~~138~~182

)

17,~~781~~381,~~961~~466

(522,~~539~~639,~~700~~882

)

Adjustments and reconciling items:

Depreciation and amortization

3,~~575~~633,~~591~~722

3,~~375~~410,~~476~~758

710,~~085~~719,~~612~~334

610,~~721~~132,~~279~~037

Other income

~~825~~510,~~506~~332

~~202~~161,~~853~~705

1,~~321~~832,~~818~~150

~~455~~616,~~085~~790

Interest expense

(~~929~~245,~~596~~865

)

(45,~~444~~480

)

(1,~~277~~523,~~926~~791

)

(90136,~~922~~402

)

Gain on the extinguishment of debt

~~801,894~~—

—

801,894

—

Provision for income taxes

—

(5,968,414

)

Net income (loss) from continuing operations

12,~~404~~230,~~828~~250

(520,~~868~~394,~~205~~715

)

(42,~~457~~227,~~865~~615

)

(1738,~~865~~259,~~230~~945

)

NOTE 11 – INCOME TAXES

The income tax provision effective tax rate was ~~0.0%~~zero for the three and ~~six~~nine months ended ~~September~~December 3031, 2025, and ~~0.0%~~zero and (509.2%0)% for the three and ~~six~~nine months ended ~~September~~December 3031, 2024, respectively. During the three and ~~six~~nine months ended ~~September~~December 3031, 2025, as well as the three months ended December 31, 2024, the effective tax rate differed from the U.S. federal statutory rate primarily due to recording a full valuation allowance against our U.S. federal and state deferred tax assets. During the ~~three~~nine ~~and six~~ months ended ~~September~~December 3031, 2024, the effective tax rate differed from the U.S. federal statutory rate primarily due to the change in valuation allowance. We recorded a full valuation allowance against our U.S. federal and state net deferred tax assets for the ~~three~~nine ~~and six~~ months ended ~~September~~December 3031, 2024, as we concluded it is more likely than not that the net deferred tax assets will not be realized.

The Company has never had an Internal Revenue Service audit; therefore, the tax periods ended March 31, 2021, 2022, 2023, 2024, and 2025 are subject to audit.

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – RELATED PARTY TRANSACTIONS

Gemini Accounts Receivable

Through our acquisition of Gemini Direct Investments, LLC ("Gemini") in 2021, a related party relationship was created through Mr. Urvan, then a director and now our Chairman of the Board and Chief Executive Officer, by virtue of his ownership of entities that provided services to Gemini. There was $201,646 included in our accounts receivable at September 30, 2025 and March 31, 2025 from entities owned by Mr. Urvan. During the three months ended December 31, 2025, the Company determined that these amounts were uncollectible after evaluating the age of the receivables, historical collection experience, incomplete billing records, and the financial condition and operating history of the related entities. As a result, the $201,646 included in our accounts receivable was written off against the Company's reserve for credit losses. The determination of uncollectibility and the related write-off were reviewed and approved by the Company's Audit Committee, and Mr. Urvan did not participate in the review or approval of such determination and the related write-off.

Warrants

7M Warrant

As partial consideration for the settlement in the Delaware Litigation described in Note 14, Contingencies, the Company issued an affiliated designee of Mr. Urvan, a warrant (the “Warrant”) to purchase 7.0 million shares of common stock (the "Warrant Shares"). The Warrant has a five-year term and an exercise price of $1.81 per share. Pursuant to the terms of the Warrant, the Warrant is exercisable at the holder’s discretion, in whole or in part, on or after November 30, 2025, provided that the Warrant automatically vests and becomes exercisable in certain circumstances, such as bankruptcy, liquidation, termination of the business or other similar events, as well as upon consummation of any Extraordinary Transaction (as defined in the Warrant).

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

after November 30, 2025, provided that the Warrant automatically vests and becomes exercisable in certain circumstances, such as bankruptcy, liquidation, termination of the business or other similar events, as well as upon consummation of any Extraordinary Transaction (as defined in the Warrant).

Pursuant to the terms of the Warrant, the Warrant shares may not, subject to certain exceptions, be sold, assigned, transferred or otherwise distributed without prior approval from a majority of the disinterested and independent members of the Board of Directors, provided that on each of the first three anniversaries of May 30, 2025, the holder may transfer 25% of the total issuable shares under the Warrant.

We evaluated the Warrant in accordance with ASC 815, Derivatives and Hedging ("ASC 815"). We determined that the Warrant meets the criteria for equity classification since the Warrant is indexed to the Company's equity and includes settlement in shares. The Warrant was valued using the Black-Scholes option pricing model using a 70% volatility, risk free rate of 4.15% and a term of five years with a resulting fair value of $7,094,926. The Warrant was recorded as additional paid-in capital on the condensed consolidated balance sheet as of ~~September~~December 3031, 2025.

13M Warrant

On September 17, 2025, the independent and disinterested members of the Board of Directors solely approved the exercise of the Prepayment Option on Note 2, as described below, and we issued the 13.0 million Additional Warrant in satisfaction of Note 2 ("13M Warrant). The warrant has a five-year term and an exercise price of $1.00 per share. Pursuant to the terms of the 13M Warrant, the warrant is exercisable at the holder’s discretion, in whole or in part, on or after September 17, 2026, provided that the Warrant automatically vests and becomes exercisable in certain circumstances, such as bankruptcy, liquidation, termination of the business or other similar events, as well as upon consummation of any Extraordinary Transaction (as defined in the warrant agreement).

We evaluated the 13M Warrant in accordance with ASC 815~~, Derivatives and Hedging ("ASC 815")~~. We determined that the 13M Warrant meets the criteria for equity classification since the 13M Warrant is indexed to the Company's equity and includes settlement in shares. The 13M Warrant was valued using the Black-Scholes option pricing model using a 67.49% volatility, risk free rate of 3.62% and a term of five years with a resulting fair value of $12,253,800. The 13M Warrant was recorded as additional paid-in capital on the condensed consolidated balance sheet as of ~~September~~December 3031, 2025.

$12M Note Payable

As partial consideration for the settlement in the Delaware Litigation described in Note 14, Contingencies, on May 30, 2025, the Company also issued to Mr. Urvan's affiliated designee, an unsecured promissory note for a principal amount of $12.0 million (“Note 1”). Note 1 bears interest at 6.50% per annum (subject to a 2.00% increase during an event of default), which interest is payable to the holder annually on May 30, beginning on May 30, 2026 (each interest payment due date, an “Interest Payment Date”). The unpaid principal balance of Note 1 and all accrued and unpaid interest thereon is due on May 30, 2037.

Pursuant to the terms of Note 1, the Company is required to make annual prepayments such that $1,000,000 (inclusive of accrued and unpaid interest then due and payable) is paid to the holder on each Interest Payment Date. The Company has the right to prepay, prior to May 30, 2037, all or any part of the principal or interest of Note 1 without penalty. In addition, the holder may not request early repayment of Note 1 prior to May 30, 2027. Any optional prepayment by the Company must be approved by a majority vote of the independent and disinterested members of the Board of Directors as then constituted.

We evaluated Note 1 in accordance with ASC 470, Debt ("ASC 470"). Note 1 was initially recorded at its calculated fair value of $9,866,679 with a resulting debt discount recorded of $2,133,321 on the condensed consolidated balance sheet for the period ended ~~September~~December 3031, 2025. The debt discount will be amortized over the life of the note using the effective interest rate method.

During the three and ~~six~~nine months ended ~~September~~December 3031, 2025, we recorded interest expense on Note 1 of $245,865 and $~~327~~573,~~820~~685, respectively.

21$39M Note Payable

As partial consideration for the settlement in the Delaware Litigation described in Note 14, Contingencies, on May 30, 2025, the Company also issued to Mr. Urvan's affiliated designee, an unsecured promissory note in a principal amount of $39.0 million (“Note 2” and together with Note 1, the “Notes”). Note 2 bore interest at 4.62% per annum (subject to a 2.00% increase during an event of default), which was payable to the holder annually on the Interest Payment Date. The unpaid principal balance of Note 2 and all accrued and unpaid interest thereon was due on

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~respectively~~May 30, 2035.

Pursuant to the terms of Note 2, we were required to make annual prepayments of the outstanding principal amount on Note 2 equal to $~~39M~~1.95 million on each Interest Payment Date. The Company had the right to prepay, prior to May 30, 2035, all or any part of the principal or interest of Note ~~Payable~~2 without penalty. In addition, the holder could not request early repayment of Note 2 prior to May 30, 2027. The Company also had the option, at any time prior to May 30, 2026 (unless extended by mutual consent of the holder and the Company), to prepay all, but not less than all, of the then-outstanding principal amount of Note 2 and accrued and unpaid interest thereon in exchange for the issuance of a warrant (the “Additional Warrant”) to purchase 13.0 million shares of common stock (the “Additional Warrant Shares”), provided that the Company must first obtain stockholder approval of the issuance of the Additional Warrant and the Additional Warrant Shares pursuant to Nasdaq Listing Rule 5635. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 would be deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. Any optional prepayment by the Company, whether in cash or by issuance of the Additional Warrant, was required to be approved by a majority vote of the independent and disinterested members of the Board of Directors as then constituted.

As partial consideration for the settlement in the Delaware Litigation described in Note 14, Contingencies,, on May 30, 2025, the Company also issued to Mr. Urvan's affiliated designee, an unsecured promissory note in a principal amount of $39.0 million (“Note 2” and together with Note 1, the “Notes”). Note 2 bears interest at 4.62% per annum (subject to a 2.00% increase during an event of default), which is payable to the holder annually on the Interest Payment Date. The unpaid principal balance of Note 2 and all accrued and unpaid interest thereon is due on May 30, 2035.

Pursuant to the terms of Note 2, we are required to make annual prepayments of the outstanding principal amount on Note 2 equal to $1.95 million on each Interest Payment Date. The Company has the right to prepay, prior to May 30, 2035, all or any part of the principal or interest of Note 2 without penalty. In addition, the holder may not request early repayment of Note 2 prior to May 30, 2027. The Company also has the option, at any time prior to May 30, 2026 (unless extended by mutual consent of the holder and the Company), to prepay all, but not less than all, of the then-outstanding principal amount of Note 2 and accrued and unpaid interest thereon in exchange for the issuance of a warrant (the “Additional Warrant”) to purchase 13.0 million shares of common stock (the “Additional Warrant Shares”), provided that the Company must first obtain stockholder approval of the issuance of the Additional Warrant and the Additional Warrant Shares pursuant to Nasdaq Listing Rule 5635. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 would be deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. Any optional prepayment by the Company, whether in cash or by issuance of the Additional Warrant, must be approved by a majority vote of the independent and disinterested members of the Board of Directors as then constituted.

The Additional Warrant, if issued, would have a five-year term and an exercise price of $1.00 per share. Pursuant to the terms of the Additional Warrant, the Additional Warrant would be exercisable at the holder’s discretion, in whole or in part, on or after the first anniversary of the issuance date. Except with respect to the exercise price and the vesting date, the terms of the Additional Warrant and the Warrant are substantially similar.

We evaluated Note 2 in accordance with ASC 470. Note 2 was initially recorded at its calculated fair value of $12,105,624 with a resulting debt discount recorded of $26,894,376 on the condensed consolidated balance sheet for the period ended June 30, 2025. The debt discount will be amortized over the life of the note using the effective interest rate method. We also evaluated the option to call Note 2 by issuing the Additional Warrant Shares in accordance with ASC 815. We determined that the call option is not clearly and closely related to the debt host, therefore, the call option is not required to be bifurcated.

On September 17, 2025, the independent and disinterested members of the Board of Directors solely approved the exercise of the Prepayment Option and we issued the 13.0 million Additional Warrant in satisfaction of Note 2. The prepayment of Note 2 was accounted for as an extinguishment of debt and a gain of $801,894 was recognized on the condensed consolidated income statement.

~~During~~The ~~the~~Additional ~~three~~Warrant has a five-year term and ~~six~~an ~~months~~exercise ~~ended~~price ~~September~~of 30$1.00 per share. Pursuant to the terms of the Additional Warrant, ~~2025~~the Additional Warrant is exercisable at the holder’s discretion, wein ~~recorded~~whole ~~interest~~or ~~expense~~in part, on ~~Note~~or 2after the first anniversary of ~~$683,695~~the issuance date. Except with respect to the exercise price and ~~$950~~the vesting date,~~070,~~ ~~respectively~~the terms of the Additional Warrant and the Warrant are substantially similar.

During the three and nine months ended December 31, 2025, we recorded interest expense on Note 2 of zero and $950,070, respectively.

NOTE 13 – REVOLVING LOAN

On December 29, 2023, we entered into a Loan and Security Agreement (the “Sunflower Agreement”) by and among the Company and the other borrowers party to the Sunflower Agreement, the lenders party thereto (collectively, the “Lenders”) and Sunflower Bank, N.A., as administrative agent and collateral agent (the “Agent”), pursuant to which the Lenders provided us a revolving loan ("Revolving Loan") in the principal amount of the lesser of (a) $20.0 million and (b) the borrowing base (a formula based on certain amounts owed to borrower for goods sold or services provided and eligible inventory). The proceeds of loans under the Sunflower Agreement could be used for working capital, general corporate purposes, permitted acquisitions, to pay fees and expenses incurred in connection with the Revolving Loan, ~~to facilitate our stock repurchase program~~ and to fund our general business requirements.

The Revolving Loan bore an interest at a rate of the greater of (x) 3.50% and (y) Term SOFR, plus 3.00% (the “Revolving Facility Applicable Rate”) and was computed on the basis of a 360-day year for the actual number of days elapsed. Except in an event of default, advances under the Revolving Loan bear interest, on the outstanding daily balance thereof, at the Revolving Facility Applicable Rate. Interest was due and payable on the first calendar day of each month during the term of the Sunflower Agreement. We were also obligated to pay to the Agent, for the ratable benefit of Lenders, an origination fee, prepayment fee, unused facility fee, collateral monitoring fee and Lender expenses.

2225

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amendment; (iii) enter into an Amended and Restated Revolving Line Promissory Note in the amount of $5.0 million, representing 100% of the Revolving Line Commitment (as defined in the Sunflower Agreement) available under the Sunflower Agreement, executed by the Company in favor of Agent as of the effective date of the Second Sunflower Loan Amendment; and (iv) certain other amendments to the Company's customary covenants and obligations under the Sunflower Agreement that only take effect in the event the Revolving Line Availability (as defined in the Sunflower Agreement) is greater than zero dollars.

Upon signing of the Second Sunflower Loan Amendment, the Revolving Line Availability was reduced to zero dollars and will remain at zero dollars unless we provide the Agent with a security interest in new collateral or otherwise further amend the Sunflower Agreement.

On May 13, 2025, the Company entered into a Third Amendment to the Sunflower Agreement (the “Third Sunflower Loan Amendment”). Pursuant to the Third Sunflower Loan Amendment, we and the Agent agreed to change the definitions in the Sunflower Agreement of: (i) “AMMO, Inc” to “Outdoor Holding Company,” (ii) “Ammo” to “OHC,” (iii) “AMMO TECHNOLOGIES, INC” to “OHC TECHNOLOGIES, INC,” and (iv) "AMMO MUNITIONS, INC” to “OHC MUNITIONS, INC.”

As of ~~September~~December 3031, 2025, we did not have an outstanding balance on the Revolving Loan.

NOTE 14 – CONTINGENCIES

Certain conditions may exist as of the date the condensed consolidated financial statements are issued that may result in a loss to us but will only be resolved when one or more future events occur or fail to occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims and the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability is reasonably estimated, the estimated liability would be accrued in our condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of range of possible loss if determinable and material, would be disclosed.

Delaware Litigation

On April 30, 2023, Steve Urvan filed suit in the Delaware Court of Chancery (the "Delaware Court") against the Company, and certain Company directors, former directors, employees, former employees and consultants. At the time the lawsuit was filed, Mr. Urvan was a member of the Board of Directors and our largest stockholder. Mr. Urvan now serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Urvan’s claims included fraudulent inducement, unjust enrichment and violations of the Arizona Securities Act. The suit sought a court order for partial rescission of the Company’s acquisition of GunBroker.com and compensatory damages of not less than $140 million. On August 1, 2023, the Company filed a separate lawsuit against Mr. Urvan in the Delaware Court alleging, among other things, that Mr. Urvan committed fraud in connection with the GunBroker.com sale, and that Mr. Urvan breached his indemnification obligations to the Company after the sale. On September 11, 2023, the Delaware Court consolidated the Company’s lawsuit against Mr. Urvan with Mr. Urvan’s lawsuit against the Company and the individual defendants (the “Delaware Litigation”).

On December 20, 2024, the Board of Directors held a meeting, during which it voted to pursue a settlement and voted to approve terms outlined in a non-binding term sheet. On May 21, 2025, the Company entered into a settlement agreement with Mr. Urvan and certain other parties, which became effective on May 30, 2025, pursuant to which the parties to the settlement agreement filed a Stipulation of Voluntary Dismissal With Prejudice dismissing, with prejudice, all claims asserted in the Delaware Litigation. As partial consideration for the settlement, the Company issued the Warrant and the Notes to an affiliate of Mr. Urvan. We recorded a settlement contingency of $29.1 million during the year ended March 31, 2025. In the ~~six~~nine months ended ~~September~~December 3031, 2025, we recorded the Warrant, the Additional Warrant and the Notes issued to an affiliate of Mr. Urvan in the settlement. Please see Note 12, “Related Party Transactions,” for additional information regarding the Warrant, Additional Warrant and Notes.

The MN Action

On January 18, 2024, Innovative Computer Professionals, Inc. d/b/a Digital Cash Processing (“DCP”) filed a civil action in Minnesota state court against Outdoors Online, LLC d/b/a GunBroker.com (“GunBroker.com”) for breach of contract (the “MN Action”). In the MN Action, DCP alleges that GunBroker.com breached a May 2021 contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleges $100 million in damages. On February 7, 2024, GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota. On February 14, 2024, GunBroker.com moved to dismiss the MN Action for lack of personal jurisdiction and for failure to adequately state a claim, or, in the alternative, to transfer the MN Action to the United States District Court for the District of Arizona (the “Motion”). The Minnesota state court denied the Motion and GunBroker.com filed its Answer and Counterclaims. GunBroker.com denies the allegations in the MN Action, and it plans to vigorously defend the claims asserted against it. The parties’ initial disclosure statements were exchanged in August 2024. The parties have since participated in document discovery and fact witness depositions. The parties are engaged in expert discovery, and the

2326

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleges $100 million in damages. On February 7, 2024, GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota. On February 14, 2024, GunBroker.com moved to dismiss the MN Action for lack of personal jurisdiction and for failure to adequately state a claim, or, in the alternative, to transfer the MN Action to the United States District Court for the District of Arizona (the “Motion”). The Minnesota state court denied the Motion and GunBroker.com filed its Answer and Counterclaims. GunBroker.com denies the allegations in the MN Action, and it plans to vigorously defend the claims asserted against it. The parties’ initial disclosure statements were exchanged in August 2024. The parties have since participated in document discovery and fact witness depositions. The parties are engaged in expert discovery, and the Company expects this matter will be scheduled for trial in 2026. We cannot yet reasonably estimate a loss or range of loss that may arise from a resolution in the MN Action. The Company will continue to evaluate the status of the MN Action litigation to determine when it is probable that a loss will be incurred and when the amount of the loss is reasonably estimable.

SEC Investigation

The Company ~~faces~~faced an inestimable loss contingency stemming from a previously-pending investigation of the Staff of the SEC Division of Enforcement (the "SEC Investigation"). The Company ~~has~~ produced documents responsive to document subpoenas and cooperated by, among other things, providing other information to the SEC Staff on a voluntary basis. The SEC Staff ~~has~~investigated ~~significant discretion in conducting investigations, and therefore,~~ the Company cannot predict the scope or outcome of the SEC Investigation. Based upon document subpoenas to the Company and other communications, it appears that the SEC Staff is investigating and will likely recommend that the SEC bring an enforcement action relating to the Company’s: (i) valuation of, and accounting for share-based compensation awards to employees, non-employee directors and other service providers, and issued in exchange for goods and services; (ii) capitalization of certain share issuance costs; (iii) disclosure of the valuation of equity-based compensation paid to certain executives; (iv) disclosure of certain executive officers and related party transactions; and (v) disclosure concerning the calculation of Adjusted EBITDA. The ~~SEC~~Company ~~Staff~~made ~~have~~an ~~not~~Offer ~~issued~~of aSettlement ~~Wells Notice~~ to the ~~Company. If the~~ SEC, ~~Staff~~and ~~issues~~on aDecember ~~Wells~~15, ~~Notice~~2025, the ~~Company~~SEC ~~will~~instituted ~~have~~settled ~~the~~cease-and-desist ~~opportunity~~proceedings tothat ~~present~~fully ~~factual~~concluded ~~evidence, legal arguments~~ and ~~mitigating~~resolved ~~circumstances to~~ the SEC Investigation. ~~If,~~Under ~~notwithstanding~~ the ~~Company’s~~terms ~~Wells~~of ~~submission,~~ the ~~SEC authorizes a civil enforcement action~~settlement, the ~~agency~~SEC ~~may~~did ~~seek~~not ~~injunctions,~~impose a civil ~~penalties~~penalty or ~~other~~any ~~relief, and the Company may incur additional legal and~~ other ~~professional~~monetary ~~fees~~relief. inWithout ~~defending~~admitting ~~such action~~ or ~~negotiating~~denying athe ~~resolution.~~findings ~~Given~~of the ~~ongoing~~cease-and-desist ~~nature~~order ~~and~~except ~~complexity~~as ofto the SEC’s ~~Investigation~~jurisdiction, wethe ~~cannot~~Company ~~yet~~agreed ~~reasonably~~to ~~estimate~~cease aand ~~loss~~desist ~~or range of loss that may arise~~ from ~~its~~committing ~~resolution.~~or ~~The~~causing ~~Company~~any ~~will~~violations ~~continue to evaluate the status of the SEC Investigation~~ and any ~~resolution~~future ~~negotiation~~violations toof ~~determine~~specified ~~when~~provisions itof isthe ~~both~~federal ~~probable~~securities ~~that~~laws ~~a loss has been incurred~~ and ~~the~~rules ~~amount~~promulgated ~~of the loss is reasonably estimable~~thereunder.

Vista

On July 28, 2025, Vista Outdoor Sales, LLC d/b/a The Kinetic Group Sales ("Vista") filed a civil action against the Company in the United States District Court for the District of Minnesota alleging a breach of contract from an OEM Supplier and Ammunition Purchase Option Agreement dated August 9, 2021. After the Company’s divestiture of the Ammunition Business, it could no longer purchase ammunition manufacturing components. The Company continues to negotiate with Vista to resolve the dispute, but intends to rigorously defend its position if litigation is necessary. Management has evaluated the facts and circumstances of this matter, in consultation with legal counsel, and at this time cannot fully estimate the potential loss, if any. In an attempt to estimate the potential loss, the Company has recorded a liability in the amount of $2.75 million in the accompanying financial statements. The Company will continue to monitor developments and reassess the need for continued accrual as additional information becomes available.

~~There~~On ~~were~~November no21, ~~other~~2025, ~~known~~the ~~contingencies~~Company asentered into a Settlement Agreement and Mutual Release (the “Vista Settlement and Release”) with Vista to resolve the matter. Under the terms of ~~September~~the 30Vista Settlement and Release, the Company agreed to pay Vista an aggregate of $2.75 million in cash in twelve equal quarterly installments, with the first installment due December 1, 2025 and subsequent installments due quarterly. Vista was required to dismiss the lawsuit with prejudice in return for a release of all claims relating to the matter.

24As of December 31, 2025, the Company had a liability of $2.5 million, $0.9 million of which is recorded in accounts payable and $1.6 million of which is recorded in other long-term liabilities on the condensed consolidated balance sheet. During the three and nine months ended December 31, 2025, the Company made payments of $0.2 million in accordance with the Vista Settlement and Release.

There were no other known contingencies as of December 31, 2025.

NOTE 15 – SUBSEQUENT EVENTS

On January 4, 2026, the Board authorized a discretionary share repurchase program pursuant to which the Company may repurchase up to $15.0 million of its outstanding common stock over a period of 12 months. Repurchases under the program may be made from time to time, in management’s discretion, through open market purchases, privately negotiated transactions, and other means in accordance with federal securities laws, including pursuant to one or more Rule 10b-18 or 10b5-1 trading plans. The timing, volume, and value of any repurchases will be determined by management based on factors including market conditions, the Company’s liquidity and capital needs, and other factors deemed relevant. The share repurchase program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the

OUTDOOR HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company’s Board of Directors or management. Any repurchases under the program will be funded from the Company’s existing cash balances, future operating cash flows, or other legally available funds.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are any statements that refer to our estimated or anticipated results, other non-historical facts or future events and include, but are not limited to, statements regarding our business strategy; anticipated future operating results and operating expenses, cash flow, capital resources, dividends and liquidity; competition; trends, opportunities and risks affecting our business, industry and financial results; future expansion or growth plans and potential for future growth, including our plan to expand our e-commerce platform; our ability to attract new customers and retain existing customers; our ability to accurately forecast future revenues and appropriately plan our expenses; our expectations regarding future revenues; our ability to attract and retain qualified employees and key personnel; future regulatory, judicial and legislative changes; and the sufficiency of our existing cash and cash equivalents to meet our working capital and capital expenditure needs over the next 12 months. In addition, forward-looking statements also consist of statements involving trend analyses and statements including such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “would,” "hope," and similar expressions or the negative of such terms or other comparable terminology.

Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on management’s current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. 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 our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•

our ability to maintain and expand our e-commerce business;

•

our ability to introduce new Marketplace features that match consumer preferences;

•

our ability to retain and grow our customer base;

•

the impact of lawsuits, including product liability claims, securities class action lawsuits, stockholder derivative suits and enforcement actions by regulatory authorities;

•

our ability to maintain effective internal control over financial reporting;

•

our reliance on relationships with third parties;

•

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

•

our ability to meet our future capital requirements;

•

our ability to maintain compliance with our debt obligations;

•

the effect of security breaches on our information systems and other disruptions;

•

our ability to retain and recruit key personnel;

•

the intense competition in the markets in which we operate and our ability to compete within our markets;

•

changes in laws, government regulations and policies and interpretations thereof;

•

our ability to develop and maintain our brand cost-effectively;

•

our failure to adequately protect our intellectual property rights;

•

the loss of relationships with retailers and distributors;

•

fluctuations in our financial results due to factors beyond our control; and

•

the other factors set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2025 and our other reports filed with the SEC.

Forward-looking statements speak only as of the date of this report. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date of this report, except to the extent required by law.

2529

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with management’s perspective on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (i) the accompanying unaudited condensed consolidated financial statements and notes thereto for the three and ~~six~~nine months ended ~~September~~December 3031, 2025, (ii) the audited consolidated financial statements and notes thereto for the year ended March 31, 2025 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2025 (the "Form 10-K") and (iii) the discussion under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K. Except for certain information as of March 31, 2025, all amounts herein are unaudited. The following discussion contains forward-looking statements that are subject to risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”), particularly in the section entitled “Risk Factors.” Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to Outdoor Holding Company (formerly AMMO, Inc.) and its consolidated subsidiaries.

Overview

Outdoor Holding Company is the owner of the GunBroker Marketplace ("GunBroker" or the "Marketplace"), a leading online marketplace serving the firearms and shooting sports industries. Through our Marketplace, we allow third party sellers to list items consisting of firearms, hunting gear, fishing equipment, outdoor gear, collectibles, and much more, while facilitating compliance with federal and state laws that govern the sale of firearms and other restricted items. This allows our base of over 8.67 million users to follow ownership policies and regulations through our network of approximately 3231,000 federally licensed firearms dealers who serve as transfer agents. The nature and operation of the Marketplace as an online auction and sales platform also affords us a unique view into the total domestic market for the purpose of understanding sales trends at a granular level across all elements of the outdoor sports and shooting space. We generate revenue from marketplace fees, which include marketplace revenue, marketplace service fee revenue (previously referred to as compliance fee revenue), advertising campaign revenue and shipping revenue. Our key strategic initiatives for the remainder of fiscal year 2026 and first two quarters of fiscal year 2027 include: launching universal payment processing to drive electronic transactions, decrease transaction friction, increase gross merchandise value ("GMV"), and accelerate user adoption; ~~repurchasing~~deploy ~~shares~~capital ~~(subject~~opportunistically toby ~~Board~~repurchasing ~~approval) to improve the Company’s capital structure~~shares; advancing our restructuring efforts to further streamline the business and reduce operational costs; and implementing further user enhancements to the platform with new tools, analytics, and personalization features to deliver best-in-class buyer and seller experiences.As part of our key strategic initiatives, the Company invested in a platform integration with Master FFL beginning in November 2025. Master FFL integration allows us to provide platform users access to a larger network of Federal Firearms License ("FFL") dealers, centralizing FFL dealer verification and compliance, and allowing streamlined firearm transfers through automatic verification of federally-licensed firearm dealers. While integration is in progress and may temporarily affect gross margins, the initiative supports long-term marketplace scalability, enhances federal compliance, and improves operational efficiency across our Marketplace.

Recent Developments

Discontinued Operations

We began our operations in 2017 as a producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker.com business in 2021, we conducted operations through two operating and reportable segments, Ammunition and Marketplace. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition component and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace, which, in its role as an e-commerce marketplace site, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories.

In fiscal year 2025, we initiated a formal review of various strategic alternatives. This review resulted in the decision to sell the Ammunition segment. On January 20, 2025, we entered into an Asset Purchase Agreement, as amended (the “Asset Purchase Agreement”) with Olin Winchester, LLC (the “Buyer”), pursuant to which the Buyer agreed to (i) acquire all assets of our business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business”) along with certain assets related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, WI, and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to adjustments for estimated net working capital and real property costs and pro-rations (the “Transaction”). The Transaction closed on April 18, 2025. The net proceeds after all adjustments totaled approximately $42.9 million. On April 21, 2025, we changed our name from “AMMO, Inc.” to “Outdoor Holding Company”. As of January 20, 2025, the Ammunition segment met

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agreed to (i) acquire all assets of our business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business”) along with certain assets related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business’ dedicated manufacturing facility in Manitowoc, WI, and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to adjustments for estimated net working capital and real property costs and pro-rations (the “Transaction”). The Transaction closed on April 18, 2025. The net proceeds after all adjustments totaled approximately $42.9 million. On April 21, 2025, we changed our name from “AMMO, Inc.” to “Outdoor Holding Company”. As of January 20, 2025, the Ammunition segment met the held for sale and discontinued operations accounting criteria. For information on discontinued operations, refer to Note 2 to our condensed consolidated financial statements under the caption “Discontinued Operations” and Note 4, "Discontinued Operations and Assets Held for Sale".

Settlement of Delaware Litigation

As described in Note 12, “Related Party Transactions” and Note 14, “Contingencies,” in April 2023, Steven F. Urvan filed a lawsuit against the Company and certain of its directors, former directors, employees, former employees, and consultants, related to the Company’s acquisition of GunBroker.com and certain affiliated companies. At the time the lawsuit was filed, Mr. Urvan was a member of the Board of Directors and our largest stockholder. Mr. Urvan now serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. In May 2023, the Board of Directors established a special committee to address the litigation initiated by Mr. Urvan, as well as a separate lawsuit subsequently filed by the Company against Mr. Urvan (the lawsuit filed by Mr. Urvan together with the lawsuit filed by the Company, the “Delaware Litigation”).

On May 21, 2025, the Company entered into a Settlement Agreement (the “Settlement Agreement”), by and among the Company, Speedlight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Speedlight”), Mr. Urvan, and the following persons, each of whom serves or previously served on the Board of Directors: Richard R. Childress, Jared Smith, Fred W. Wagenhals and Russell Williams Wallace, Jr. (collectively, the “Legacy Directors”). The Settlement Agreement became effective as of 5:00 p.m. Eastern Time on May 30, 2025, pursuant to its terms (the “Settlement Effective Date”). As a result and pursuant to the Settlement Agreement, effective as of the Settlement Effective Date, (i) Jared Smith resigned as a member of the Board of Directors and from his position as the Chief Executive Officer of the Company and as an officer or member of each of the Company’s direct and indirect subsidiaries and (ii) Mr. Urvan was appointed as the Chief Executive Officer of the Company and as the Chairman of the Board of Directors. In addition, in accordance with the Settlement Agreement, on June 3, 2025, the Company, Speedlight, Mr. Urvan and the Legacy Directors filed a Stipulation of Voluntary Dismissal With Prejudice dismissing, with prejudice, all claims asserted in the Delaware Litigation.

As partial consideration for the settlement, on the Settlement Effective Date, the Company issued to an affiliated designee of Mr. Urvan, a warrant to purchase 7.0 million shares of Common Stock (the “Warrant”). The Warrant has a five-year term and an exercise price of $1.81 per share. Pursuant to the terms of the Warrant, the Warrant is exercisable at the holder’s discretion, in whole or in part, on or after the six-month anniversary of the Settlement Effective Date, subject to certain accelerated vesting in certain circumstances.

In addition to the Warrant, the Company issued to an affiliated designee of Mr. Urvan, (i) an unsecured promissory note in a principal amount of $12.0 million (“Note 1”) and (ii) an unsecured promissory note in a principal amount of $39.0 million (“Note 2” and together with Note 1, the “Notes”). Note 1 bears interest at 6.50% per annum (subject to a 2.00% increase during an event of default), which interest is payable to the holder annually on the anniversary of the Settlement Effective Date, beginning on the first anniversary of the Settlement Effective Date (each interest payment due date, an “Interest Payment Date”). Note 2 bore interest at a rate per annum equal to the applicable federal rate for long-term loans in effect on the Settlement Effective Date (subject to a 2.00% increase during an event of default), which was payable to the holder annually on the Interest Payment Date.

The unpaid principal balance of Note 1 and all accrued and unpaid interest thereon is due on the 12th anniversary of the Settlement Effective Date. Pursuant to the terms of Note 1, the Company is required to make annual prepayments of $1.0 million (inclusive of accrued and unpaid interest then due and payable) to the holder on each Interest Payment Date. The Company has the right to prepay all or any part of the principal or interest of Note 1 without penalty.

With respect to Note 2, the Company also had the option, at any time prior to the first anniversary of the Settlement Effective Date, to prepay all, but not less than all, of the then-outstanding principal amount of Note 2 and accrued and unpaid interest thereon in exchange for the issuance of a warrant (the “Additional Warrant”) to purchase 13.0 million shares of Common Stock (the “Prepayment Option”). On September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option, and we issued the Additional Warrant to Mr. Urvan’s affiliated designee. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 were deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. The Additional Warrant has a five-year term and an exercise price of $1.00 per share. Pursuant to the terms of the Additional Warrant, the Additional Warrant is exercisable at the holder’s discretion, in whole or in part, on or after September 17, 2026, subject to accelerated vesting in certain

2731

accrued and unpaid interest thereon in exchange for the issuance of a warrant (the “Additional Warrant”) to purchase 13.0 million shares of Common Stock (the “Prepayment Option”). On September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option, and we issued the Additional Warrant to Mr. Urvan’s affiliated designee. Upon issuance of the Additional Warrant, all remaining obligations under Note 2 were deemed satisfied with the same force and effect as a prepayment of all principal and accrued and unpaid interest under Note 2. The Additional Warrant has a five-year term and an exercise price of $1.00 per share. Pursuant to the terms of the Additional Warrant, the Additional Warrant is exercisable at the holder’s discretion, in whole or in part, on or after September 17, 2026, subject to accelerated vesting in certain circumstances. Except with respect to the exercise price and the vesting date, the terms of the Additional Warrant and the Warrant are substantially similar.

Settlement of SEC Investigation

As previously disclosed, the Company was subject to an investigation by the U.S. Securities and Exchange Commission (the “SEC”) relating to certain accounting, disclosure, and internal control issues primarily arising during periods prior to the tenure of the Company’s current management team. The Company made an Offer of Settlement to the SEC, and on December 15, 2025, the SEC instituted settled cease-and-desist proceedings that fully resolved the investigation. The Company consented to the entry of the cease-and-desist order (the “SEC Order”) without admitting or denying the SEC’s findings, except as to jurisdiction.

Under the terms of the settlement, the SEC did not impose any civil penalty or monetary sanction. The Company agreed to cease and desist from committing or causing any future violations of certain provisions of the federal securities laws and related rules. The SEC’s findings relate primarily to historical disclosure failures, accounting misstatements, non-GAAP financial metric disclosures, and deficiencies in internal accounting controls during the period from August 2020 through July 2023. As part of the SEC settlement, the Company agreed to undertakings requiring it to engage a third-party compliance consultant to review and make recommendations concerning the remediation of material weaknesses in internal control over financial reporting. The Company is required to cooperate fully with the consultant, adopt and implement the consultant’s recommendations within two years of the SEC Order, and provide written certifications of compliance to the SEC staff.

The Company began significant remediation efforts prior to the settlement and has continued those efforts following the resolution of the SEC matter. These actions have included, among other measures, conducting an independent internal investigation, restating affected historical financial statements, replacing prior senior leadership, expanding and enhancing the accounting and external reporting function, retaining external accounting and internal control advisors, strengthening policies and procedures related to expense classification, capitalization, and stock-based compensation, enhancing period-end close and reconciliation controls, establishing a formal disclosure committee, and implementing a more robust process for identifying and disclosing related-party transactions.

The settlement with the SEC did not result in any civil penalty or disgorgement and, accordingly, did not have any direct adverse impact on the Company’s liquidity or capital resources. However, the Company has incurred, and expects to continue to incur, costs related to compliance with the settlement undertakings and indemnification of three former directors and officers. These costs include fees and expenses associated with the compliance consultant and ongoing internal control remediation activities, along with advancement of legal expenses to former directors and officers against whom the SEC has instituted a separate enforcement action. These costs may be material in individual reporting periods but are not expected to impair the Company’s ability to meet its obligations or execute its business strategy.

Management believes that the resolution of the SEC investigation eliminates a significant source of uncertainty and allows the Company to focus on operating its business, enhancing its control environment, and pursuing its strategic objectives. While management cannot provide assurance regarding the timing or ultimate effectiveness of all remediation efforts, the Company believes it has made, and will continue to make, appropriate progress in remediating the identified internal accounting control deficiencies and strengthening its governance, disclosure and financial reporting processes.

Results of Operations

The following table presents summarized financial information taken from our unaudited condensed consolidated statements of operations for the three and ~~six~~nine months ended ~~September~~December 3031, 2025, compared with the three and ~~six~~nine months ended ~~September~~December 3031, 2024:

For the Three Months Ended September 30

For the Six Months Ended September 30,

For the Three Months Ended December 31,

For the Nine Months Ended December 31,

2025

~~2025~~

2024

2025

2024

(unaudited)

Net revenues

1113,~~984~~394,~~314~~465

1112,~~983~~521,~~021~~867

2337,~~841~~236,~~540~~005

2436,~~265~~786,~~012~~879

Cost of revenues

1,~~543~~730,~~235~~755

1,~~569~~571,~~311~~771

34,~~065~~796,~~483~~238

34,~~314~~885,~~101~~872

Gross profit

1011,~~441~~663,~~079~~710

10,~~413~~950,~~710~~096

2032,~~776~~439,~~057~~767

2031,~~950~~901,~~911~~007

Operating expenses

9,~~734~~697,~~055~~927

1631,~~439~~461,~~324~~036

2635,~~079~~777,~~708~~635

3364,~~211~~672,~~890~~926

Income (loss) from operations

~~707~~1,~~024~~965,783

(620,~~025~~510,~~614~~940

)

(53,~~303~~337,~~651~~868

)

(1232,~~260~~771,~~979~~919

)

Other income (expense)

Other income (expense), net

~~697~~264,~~804~~467

~~157~~116,~~409~~225

~~845~~1,~~786~~110,253

~~364~~480,~~163~~388

Income (loss) before provision for income taxes from continuing operations

12,~~404~~230,~~828~~250

(520,~~868~~394,~~205~~715

)

(42,~~457~~227,~~865~~615

)

(1132,~~896~~291,~~816~~531

)

Provision for income taxes

—

5,968,414

Net income (loss) from continuing operations

12,~~404~~230,~~828~~250

(520,~~868~~394,~~205~~715

)

(42,~~457~~227,~~865~~615

)

(1738,~~865~~259,~~230~~945

)

Non-GAAP Financial Measures

We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net loss, and other results under accounting principles generally accepted in the United States (“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 Form 10-Q 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.

2833

Adjusted EBITDA

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2025			2024			2025			2024
	(Unaudited)						(Unaudited)
Reconciliation of GAAP net income (loss) from continuing operations to Adjusted EBITDA
Reconciliation of GAAP net income (loss) before discontinued operations to Adjusted EBITDA
Net income (loss) from continuing operations	$	1,404,828		$	(5,868,205	)	$	(4,457,865	)	$	(17,865,230	)
Net income (loss) before discontinued operations	$	1,464,625		$	(21,177,355	)	$	(4,515,983	)	$	(40,599,356	)
Provision for income taxes		—			—			—			5,968,414
Depreciation and amortization		3,575,591			3,375,476			7,085,612			6,721,279
Preferred stock dividend		765,625			782,640			2,288,368			2,339,411
Interest expense, net		929,596			45,444			1,277,926			90,922
Depreciation and amortization		3,633,722			3,410,758			10,719,334			10,132,037
Stock-based compensation		—			1,186,994			787,826			2,623,032
Interest expense, net		245,865			45,480			1,523,791			136,402
Other income (expense), net		(825,506	)		(202,853	)		(1,321,818	)		(455,085	)
Stock-based compensation		469,635			1,040,414			1,257,460			3,663,446
Acquisitions and divestitures		29,350			154,228			108,747			154,228
Other income (expense), net		(510,332	)		(161,705	)		(1,832,150	)		(616,790	)
Special Committee Investigation and restatement		71,012			954,857			1,375,920			954,857
Acquisitions and divestitures		—			144,078			108,747			298,306
SEC Investigation		(1,647,067	)		3,653,236			(970,986	)		5,242,045
Special Committee Investigation and restatement		161,238			4,593,484			1,537,158			5,548,341
Delaware Litigation legal and professional fees		(147,617	)		649,764			1,207,247			1,328,883
SEC Investigation		(201,610	)		3,052,392			(1,172,597	)		8,294,437
Corporate restructuring costs		569,593			—			2,005,286			—
Delaware Litigation settlement contingency		—			10,991,003			—			10,991,003
Gain on extinguishment of debt		(801,894	)		—			(801,894	)		—
Delaware Litigation legal and professional fees		434,668			1,541,735			1,641,915			2,870,618
Other nonrecurring expenses(1)		1,750,000			—			1,750,000			3,299,933
Corporate restructuring costs		86,290			—			2,091,576			—
Adjusted EBITDA	$	4,907,886		$	3,948,941		$	8,046,001		$	8,063,278
Gain on extinguishment of debt		—			—			(801,894	)		—
Other nonrecurring expenses(1)		—			—			1,750,000			3,299,933
Adjusted EBITDA	$	6,549,726		$	4,262,924		$	14,595,725		$	12,326,202

(1)

For the ~~three~~nine ~~and six~~ months ended ~~September~~December 3031, 2025, other nonrecurring expenses consisted of a contingency for a settlement with a vendor as part of our sale of the Ammunition Manufacturing Business. For the ~~six~~nine months ended ~~September~~December 3031, 2024, other nonrecurring expenses consisted of a contingency related to the previously disclosed settlement with Triton Value Partners, LLC.

To more clearly present Adjusted EBITDA, we have updated the table to begin with our net income (loss) before discontinued operations and now include the preferred stock dividend as an adjustment. This update has no impact on the Adjusted EBITDA amount, rather, it improves the alignment of the presentation with our consolidated statement of operations. Adjusted EBITDA is a non-GAAP financial measure that displays our net income (loss) ~~from~~before ~~continuing~~discontinued operations, adjusted to eliminate the effect of certain items as described below. We define Adjusted EBITDA as net income (loss) ~~from~~before ~~continuing~~discontinued operations excluding (i) provision or benefit for income taxes, (ii) preferred stock dividend (iii) depreciation and amortization, (~~iii~~iv) interest expense, net, (ivv) ~~share~~stock-based compensation expenses relating to ~~employee~~ stock awards and common stock purchase options, (vvi) other income (expense), net, (vivii) expenses related to acquisition and divestitures, (~~vii~~viii) gain on extinguishment of debt, (~~viii~~xi) professional service and legal fees related to an investigation conducted by a special committee of the Board of Directors (the “Special Committee Investigation”), ~~a pending investigation of~~ the ~~Staff of the~~ SEC ~~Division~~Investigation ~~of Enforcement~~ and the Delaware Litigation and (ixx) other nonrecurring expenses, such as contingencies associated with litigation or settlements and corporate restructuring costs related to headcount reductions, severance, and expense consolidation.

We 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:

•

~~employee~~ stock-based ~~awards,~~compensation ~~and common stock purchase options~~ 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.

29Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net income (loss) and our other financial results presented in accordance with GAAP.

Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net loss and our other financial results presented in accordance with GAAP.

Net Revenues

We generate revenue from marketplace fees, which includes marketplace revenue, ~~compliance~~marketplace service fee revenue, advertising revenue and shipping revenue. Marketplace revenue consists of optional listing fees with variable pricing components based on customer options and final value fees based on a percentage of the final selling price of the listed item. ~~Compliance~~Marketplace service fee revenue consists of fees charged to customers based on the final price of an item at the time of purchase. InEffective as of the ~~next~~current reporting ~~quarter~~period, the ~~Compliance~~fee ~~Fee~~previously ~~will~~referred beto as the compliance fee is now called the ~~Marketplace~~marketplace ~~Service~~service ~~Fee,~~fee. ~~which~~This ~~will~~fee ~~still~~is beassessed ~~charged~~by GunBroker and added to ~~customers~~the price of the item at the time of purchase for all buyers, based on the final price of an item at the time of purchase. The change in terminology reflects the nature of the fee as a service-related charge rather than a regulatory compliance charge. The marketplace service fee helps offset increased costs associated with compliance with new state laws related to taxation, privacy, and firearms, which have significantly increased GunBroker’s operational compliance expenses. Advertising revenue consists of fees charged for advertisement placement and impressions generated through the GunBroker website. Shipping revenue consists of fees for shipping of items sold on the GunBroker website.

Net revenues for the three months ended ~~September~~December 3031, 2025 ~~were~~increased ~~consistent~~$0.9 ~~with~~million, or 7.0%, from the ~~prior~~three ~~period.~~months ~~There~~ended ~~was~~December a31, ~~minor~~2024 ~~reduction~~due into ~~volume~~increased ~~through~~GMV from our Marketplace, ~~offset~~driven by aincreases ~~minor increase~~ in ~~advertising~~firearms ~~revenue~~sales.

Net revenues for the ~~six~~nine months ended ~~September~~December 3031, 2025 ~~decreased~~increased by $0.4 million, or 1.72%, from the prior period due to aan ~~decrease~~increase in GMV generated from our Marketplace ~~due to market conditions partially offset by a minor increase~~ in ~~our~~addition ~~take~~to ~~rate~~an ~~and a minor~~ increase in advertising revenue.

Cost of Revenues

Cost of revenues consists of costs associated with facilitating transactions on the GunBroker platform as well as advertising costs.

Cost of revenues increased $0.1 million for the three months ended ~~September~~December 3031, 2025 ~~were~~compared ~~consistent~~to ~~with~~ the three months ended ~~September~~December 3031, 2024. The increase is associated with higher transaction volume and investments in the platform.

Cost of revenues for the ~~six~~nine months ended ~~September~~December 3031, 2025 decreased $0.21 million compared to the ~~six~~nine months ended ~~September~~December 3031, 2024. This decrease was primarily the result of a decrease in credit card processing fees ~~and a minor decrease in advertising expenses, as well as expenses to host our GunBroker~~.~~com website.~~

Gross Margin

Our gross margin, which measures our gross profit as a percentage of sales, ~~increased~~decreased slightly to 87.1% for ~~both~~the three months ended December 31, 2025 compared to 87.4% for the three ~~and~~months ~~six~~ended December 31, 2024. This decrease in gross margin was primarily the result of the efforts around the implementation of the Master FFL platform. For the nine months ended ~~September~~December 3031, 2025, ~~from~~our 86gross margin increased to 87.91% ~~and~~from 86.36% for the ~~three~~nine ~~and six~~ months ended ~~September~~December 3031, 2024~~, respectively~~. The increase in gross margin was a result of improved platform monetization and an increasing mix of high-margin seller services, such as advertising and listing enhancements.

Operating Expenses

Operating expenses consist of selling and marketing expenses, which include tradeshows and marketing expenses; corporate general and administrative expenses, which include legal and professional fees, insurance and rent; employee salaries and related expenses, which include salaries, benefits and stock-based compensation and depreciation and amortization expenses.

Operating expenses decreased by ~~approximately~~ $621.78 million for the three months ended ~~September~~December 3031, 2025 compared to the three months ended ~~September~~December 3031, 2024. The decrease in operating expenses was the result of a ~~decrease~~reduction of $411.60 million in ~~legal~~settlement ~~fees~~contingencies ~~related~~that towere ~~the~~recorded ~~completion of the Delaware Litigation and developments~~ in the ~~SEC~~three ~~Investigation,~~months aended ~~$2.0~~December ~~million reduction in legal fees associated with recording a receivable from our directors and officers insurance~~31, a2024 ~~reduction~~without ~~of stock-based compensation expense of $1.2 million due to~~ a reduction in stock award grants, a $0.3 million reduction in salaries and related expenses due to reduced headcount and a $0.4 million reduction due to a reduction in bad debt expense as a result of increased collection efforts. These decreases were partially offset by a $1.8 million increase associated with an increased contingency for a settlement with a vendor as part of our sale of the Ammunition Manufacturing Business.

Operating expenses decreased by approximately $7.1 million for the six months ended September 30, 2025 compared to the six months ended September 30, 2024. The decrease in operating expenses was the result of a reduction of $3.2 million in settlement contingencies that were recorded in the six months ended September 30, 2024 without a corresponding expense in the six months ended September 30, 2025 as well as a decrease in stock-based compensation expense of $1.8 million due to a reduction in stock award grants, a decrease of $4.3 million in legal fees related to the completion of the Delaware Litigation and developments in the SEC Investigation, and a $2.0 million35

30corresponding expense in the three months ended December 31, 2025, a decrease of $9.3 million in legal and professional fees primarily related to the completion of the Delaware Litigation, the Special Committee Investigation and restatement and the SEC Investigation, a reduction of stock-based compensation expense of $0.5 million due to a reduction in stock award grants, a $0.5 million reduction in salaries and related expenses also due to reduced headcount, a $0.2 million reduction in corporate insurance expense due to the sale of the Ammunition Manufacturing Business, and a $0.5 million reduction in bad debt expense as a result of increased collection efforts. These decreases were partially offset by a $0.2 million increase in depreciation and amortization expense due to increased capitalized software development costs.

Operating ~~reduction~~expenses decreased by $28.9 million for the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. The decrease in ~~legal~~operating ~~fees~~expenses ~~associated~~was ~~with~~primarily ~~recording~~the result of a ~~receivable~~reduction ~~from~~of ~~our~~$12.3 ~~directors~~million ~~and~~in ~~officers~~settlement ~~insurance.~~contingencies, ~~These~~as ~~decreases~~well ~~were~~as ~~partially~~a ~~offset~~decrease byin anstock-based ~~increase~~compensation expense of $2.04 million indue ~~employee~~to ~~salaries~~a ~~and~~reduction ~~related~~in ~~expenses~~stock asaward grants, a ~~result~~decrease of ~~severance~~$4.0 ~~costs~~million ~~associated~~due ~~with~~to ~~corporate~~the ~~restructuring~~completion of the Special Committee Investigation and restatement, ana ~~increase~~decrease of $10.6 million in ~~depreciation~~legal ~~and~~fees ~~amortization~~related ~~resulting~~to ~~from~~the ~~increased~~completion ~~capitalized~~of ~~software~~the ~~development~~Delaware ~~costs,~~Litigation and the SEC Investigation, including a $12.80 million ~~increase~~reduction in legal fees associated with anrecording ~~increased~~a ~~contingency~~receivable ~~for~~from aour ~~settlement~~directors ~~with~~and aofficers ~~vendor~~insurance. asThese ~~part~~decreases ofwere ~~our~~partially ~~sale~~offset by an increase of ~~the~~$0.6 ~~Ammunition~~million ~~Manufacturing~~in ~~Business~~depreciation and amortization resulting from increased capitalized software development costs.

Other Income and Expenses, Net

~~Other~~Total other income, net for the three months ended ~~September~~December 3031, 2025 increased by $0.51 million compared to the three months ended ~~September~~December 3031, 2024. This increase was ~~primarily~~ the result of ~~recognizing a $0.8 million gain on the extinguishment of the $39.0 million note payable due to the conversion to the Additional Warrant,~~ an increase ~~of $0.4 million associated with the sale of equity securities, and an increase~~ in interest income of $0.23 million ~~due~~generated tofrom holding a higher cash balance, partially offset by anthe increase in interest expense of $0.92 million related to the interest obligation from Notes issued in the Delaware Litigation settlement.

Total other income, net for the ~~six~~nine months ended ~~September~~December 3031, 2025 increased by $0.56 million compared to the ~~six~~nine months ended ~~September~~December 3031, 2024. This increase was primarily the result of recognizing an $0.8 million gain on the extinguishment of ~~the~~Note ~~$39.0~~2 ~~million note payable~~ due to the conversion to athe ~~13.0~~Additional ~~million~~Warrant ~~warrant~~ in addition to an increase in ~~interest~~other income of $1.2 million, $0.58 million of which was interest earned due to a higher cash balance and ~~an increase of~~ $0.4 million of which was associated with the sale of equity securities,. These increases were partially offset by an increase in interest expense of $1.24 million related to the Notes issued in the Delaware Litigation settlement.

Income Taxes

For the three and ~~six~~nine months ended ~~September~~December 3031, 2025, we did not record a provision or benefit for federal and state income taxes due to recording a full valuation allowance against our net deferred tax assets. For the three and ~~six~~nine months ended ~~September~~December 3031, 2024, we recorded a provision for federal and state income taxes of approximately zero and $6.0 million respectively. The change in tax benefit for the ~~six~~nine months ended ~~September~~December 3031, 2024 was athe result of recording a full valuation allowance against our deferred tax assets as we concluded it is more likely than not that the net deferred tax assets will not be realized.

Liquidity and Capital Resources

As of ~~September~~December 3031, 2025, we had $6569.79 million of cash and cash equivalents, an increase of $3539.46 million from March 31, 2025. The increase was primarily attributable to the net proceeds received from the sale of the Ammunition Manufacturing Business of $42.9 million partially offset by cash used in operations.

Working Capital is summarized and compared as follows:

	September 30, 2025		March 31, 2025
	December 31, 2025		March 31, 2025
Current assets	$	7882,~~301~~518,~~114~~544	$	72,148,138
Current liabilities		2220,~~730~~652,~~083~~556		62,092,917
	$	5561,~~571~~865,~~031~~988	$	10,055,221

Changes in cash flow are summarized as follows:

Operating Activities

For the ~~six~~nine months ended ~~September~~December 3031, 2025, net cash ~~used~~provided inby operations was primarily the result of ~~our~~the ~~net~~benefit ~~loss,~~of anon-cash ~~reduction~~expenses infor ~~accounts~~depreciation ~~payable~~ and ~~accrued~~amortization, ~~liabilities~~stock ~~primarily~~based ~~associated~~compensation ~~with~~and a ~~decrease~~reduction in ~~legal~~the ~~and~~allowance ~~professional fees as well as an increase in prepaid expenses and other current assets associated with payments~~ for ~~annual~~doubtful ~~insurance~~accounts, ~~and a receivable due from claims under the directors and officers insurance policy. The cash used in operations was~~ partially offset by ~~the~~a ~~benefit~~reduction ofin ~~non-cash~~accounts ~~expenses~~payable ~~for~~and ~~depreciation~~accrued ~~and~~liabilities ~~amortization.~~primarily

For the six months ended September 30, 2024, net cash provided by operations was primarily the result of an increase in accrued liabilities and accounts payable related to unpaid legal and professional fees and an increase in accounts receivable due the timing of collecting of revenues generated from the prior quarter. The cash provided by operations also included the benefit of non-cash expenses for depreciation and amortization, employee stock compensation, and the change in the valuation allowance placed on deferred income taxes.36

31associated with a decrease in legal and professional fees, as well as an increase in prepaid expenses and other current assets associated with payments for annual insurance and a receivable due from claims under the directors and officers insurance policy.

For the nine months ended December 31, 2024, net cash provided by operations was primarily the result of an increase in accrued liabilities and accounts payable related to unpaid legal and professional fees. The cash provided by operations also included the benefit of non-cash expenses for depreciation and amortization, employee stock compensation, and the change in the valuation allowance placed on deferred income taxes.

Investing Activities

For the ~~six~~nine months ended ~~September~~December 3031, 2025, net cash provided by investing activities consisted primarily of proceeds of $42.9 million related to the sale of the Ammunition Manufacturing Business and $0.5 million in proceeds from the sale of an equity investment, partially offset by $12.62 million in capitalized development costs related to our Marketplace.

For the ~~six~~nine months ended ~~September~~December 3031, 2024, net cash used in investing activities consisted of $23.0 million related to capitalized development costs for our Marketplace.

Financing Activities

For the ~~six~~nine months ended ~~September~~December 3031, 2025, net cash used in financing activities consisted of $12.42 million in payments of preferred stock dividends and $0.23 million used in the repurchase of common stock to cover taxes on shares issued to employees.

For the ~~six~~nine months ended ~~September~~December 3031, 2024, net cash used in financing activities consisted of $12.42 million of insurance premium note payments, $12.42 million in payments of preferred stock dividends, $5.9 million used to repurchase shares of common stock pursuant to our then-existing repurchase plan, and $0.5 million used in the repurchase of common shares to cover taxes on shares issued to employees.

Liquidity

We expect existing working capital and cash flows from operations to be adequate to fund our operations over the next 12 months. Generally, we have financed operations to date through the proceeds of stock sales, bank financings, sales of equity, the sale of our Ammunition Manufacturing Business and related-party notes. These sources have been adequate to fund our recurring cash expenditures including but not limited to our working capital requirements, capital expenditures to expand our operations, debt repayments, and acquisitions. In the longer-term, we intend to continue to use the aforementioned sources of funding for our share repurchase program, capital expenditures, debt repayments and any potential acquisitions.

Leases

We currently lease ~~two~~three locations, ~~that~~two ~~are~~of ~~used~~which ~~for~~are ~~our~~office ~~offices.~~space Onand ~~September~~one ~~17,~~that ~~2025,~~is ~~we signed~~ a ~~lease for~~ 2,660 square-foot ~~feet of~~ mixed-use warehouse space in Marietta, GA. The lease for the mixed-use warehouse space commenced on October 1, 2025 and expires in October 2028. On October 1, 2025, we moved our corporate headquarters to our leased facility in Atlanta, Georgia. We have vacated the premises of our Scottsdale, Arizona leased office property and intend to sublease it. As of ~~September~~December 3031, 2025, we had $1.4 million of fixed lease payment obligations with $0.36 million payable within the next 12 months. Please refer to Note 6, "Leases" for additional information.

Promissory Notes Issued in Settlement of the Delaware Litigation

As described in the "Recent Developments" section above, on May 30, 2025, we issued Note 1 and Note 2 pursuant to the Settlement Agreement. The aggregate principal amount of Note 1 and Note 2 was $51.0 million, and we were required to make aggregate annual prepayments of $2.95 million beginning on May 30, 2026.

For the three months ended ~~September~~December 3031, 2025, we recorded interest expense of $245,865 ~~and $683,695~~ on ~~Notes~~Note 1 and 2,no ~~respectively~~interest expense on Note 2. For the ~~six~~nine months ended ~~September~~December 3031, 2025, we recorded interest expense of $~~327~~573,~~820~~685 and $950,070 on ~~Notes~~Note 1 and Note 2, respectively.

On September 17, 2025, the independent and disinterested members of the Board of Directors approved the exercise of the Prepayment Option, and we issued the Additional Warrant in satisfaction of Note 2. The prepayment of Note 2 was accounted for as an extinguishment of debt and a gain of $801,894 was recognized on the condensed consolidated ~~income~~ statement. ~~After the prepayment~~ of ~~Note~~operations. 2,The ~~the~~ remaining principal balance on Note 1 is $12.0 million and we are required ~~to make an annual prepayment of $1.0 million on Note 1 beginning on May 30, 2026.~~

to make an annual prepayment of $1.0 million on Note 1 beginning on May 30, 2026.

Revolving Loan

On December 29, 2023, we entered into a Loan and Security Agreement (the “Sunflower Agreement”) by and among the Company and the other borrowers party to the Sunflower Agreement, the lenders party thereto (collectively, the “Lenders”) and Sunflower Bank, N.A., as administrative agent and collateral agent (the “Agent”), pursuant to which the Lenders provided us a revolving loan ("Revolving Loan") in the principal amount of the lesser of (a) $20.0 million (the “Total Commitment Amount”) and (b) the borrowing base (a formula based on certain amounts owed to borrower for goods sold or services provided and eligible inventory). The proceeds of loans under the Sunflower Agreement could be used for working capital, general corporate purposes, permitted acquisitions, to pay fees and expenses incurred in connection with the Revolving Loan, to facilitate our stock repurchase program and to fund our general business requirements.

pay fees and expenses incurred in connection with the Revolving Loan, to facilitate our stock repurchase program and to fund our general business requirements.

We could borrow, repay and re-borrow under the Revolving Loan until December 29, 2026, at which time the commitments would terminate and all outstanding loans, together with all accrued and unpaid interest, must be repaid. If the Revolving Loan is refinanced by another lender prior to December 29, 2026, there is an additional fee payable concurrently with such refinancing based on a percentage (ranging from 1.0% to 3.0%) of the Total Commitment Amount depending on the date of the refinancing. Upon an event of default under the Sunflower Agreement, all obligations under the Sunflower Agreement would bear interest at a rate equal to three (3.0) percentage points above the interest rate applicable immediately prior to the occurrence of the event of default.

On April 18, 2025, we entered into a Consent and Second Amendment to the Sunflower Agreement (the "Second Sunflower Loan Amendment"). Pursuant to the Second Sunflower Loan Amendment, we and the Agent agreed to, among other things: (i) release the Agent’s security interest in all collateral securing our obligations under the Sunflower Agreement upon consummation of the sale of the Ammunition Manufacturing Business; (ii) reduce all amounts available under the Revolving Loan to zero dollars as of the effective date of the Second Sunflower Loan Amendment; (iii) enter into an Amended and Restated Revolving Line Promissory Note in the amount of $5.0 million, representing 100% of the Revolving Line Commitment (as defined in the Sunflower Agreement) available under the Sunflower Agreement, executed by the Company in favor of Agent as of the effective date of the Second Sunflower Loan Amendment; and (iv) certain other amendments to the Company's customary covenants and obligations under the Sunflower Agreement that only take effect in the event the Revolving Line Availability (as defined in the Sunflower Agreement) is greater than zero dollars.

As of ~~September~~December 3031, 2025, we did not have an outstanding balance on the Revolving Loan.

Share Repurchase Program

On January 4, 2026, the Board authorized a discretionary share repurchase program pursuant to which we may repurchase up to $15.0 million of our outstanding common stock over a period of twelve months. Repurchases under the program may be made from time to time, in management’s discretion, through open market purchases, privately negotiated transactions, and other means in accordance with federal securities laws, including pursuant to one or more Rule 10b5-1 trading plans. The timing, volume, and value of any repurchases will be determined by management based on factors including market conditions, our liquidity and capital needs, and other factors deemed relevant. The share repurchase program does not obligate us to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board of Directors or management. Any repurchases under the program will be funded from our existing cash balances, future operating cash flows, or other legally available funds.

Off-Balance Sheet Arrangements

As of ~~September~~December 3031, 2025 and March 31, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity capital expenditures, or capital resources.

Critical Accounting Estimates

Our condensed consolidated financial statements were prepared in accordance with GAAP. Critical accounting estimates are those that we believe are most important to the portrayal of our financial condition and results of operations. The preparation of our condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Our estimates are evaluated on an ongoing basis and are drawn from historical operations, current trends, future business plans and other factors that management believes are relevant at the time our condensed consolidated financial statements are prepared. Actual results may differ from our estimates. Management believes that the accounting estimates reflect the more significant judgments and estimates we use in preparing our condensed consolidated financial statements.

Certain accounting policies that require significant management estimates, and are deemed critical to our results of operations or financial position, are discussed in the critical accounting policies and estimates section of "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K. There have been no material changes to the critical accounting policies disclosed in the Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes from the market risks disclosed under the caption “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of the Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) accurately recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) properly accumulated and communicated to our management, including our principal executive officer (“Chief Executive Officer” or “CEO”) and principal financial officer (“Chief Financial Officer” or “CFO”), to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~December 3031, 2025. Based upon the evaluation, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level, due to the material weaknesses previously identified and disclosed in the Form10-K and listed below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management determined that the previously disclosed material weaknesses in its internal control over financial reporting continue to exist as of ~~September~~December 3031, 2025, specifically:

Control Environment, Information and Communication, and Monitoring Activities – Under the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework, the Board of Directors and senior management establish the tone at the top regarding the importance of internal controls and management reinforces expectations at the various levels of the company.

Control Activities – These material weaknesses in the control environment resulted in certain instances of inappropriate accounting decisions and inappropriate changes in accounting methodology and contributed to the following additional material weaknesses whereby we did not design, implement and maintain effective controls within certain business processes:

•

Complex Technical Accounting: Stock Compensation / Warrants / Convertible Notes – We did not design and maintain controls over the effective review of the models, assumptions and data used in developing estimates or changes made to models, assumptions and data to ensure the appropriate application of GAAP. It was further determined that the existence of complementary or compensating controls could not be relied upon to mitigate the identified deficiencies given failures were detected in all critical procedures from initiation to disclosure of the related transactions, including: timely and accurate accounting assessments performed over newly executed contracts to ensure appropriate application of GAAP; the review and approval of the issuance of stock awards to employees and third-party service providers including determining specific grant dates and key terms; determination of an appropriate fair value measurement for financial instruments; review of the classification and recording of equity compensation expenses; timely and accurate application of GAAP related to equity issuance costs; and recognition and disclosure of compensation expense for all share-based payment awards to employees, directors and third parties.

•

Related Party Transactions and Executive Compensation – We did not properly maintain controls over the identification and disclosure of related party transactions and executive compensation. There were insufficient management review procedures to validate the completeness and accuracy of related party and executive compensation disclosures and to clearly define and evidence the process used and criteria and judgment applied to identify and disclose related party transactions and executive compensation.

•

Financial Reporting – We did not properly maintain controls over period-end financial reporting, including tie-out and review of supporting documentation. There were insufficient management review procedures to validate the completeness and accuracy of complex technical accounting transactions and to clearly define and evidence the process used and criteria and judgment applied in the performance of critical business components.

3440

validate the completeness and accuracy of complex technical accounting transactions and to clearly define and evidence the process used and criteria and judgment applied in the performance of critical business components.

•

Segregation of Duties – We failed to properly separate the execution of certain controls by designated senior management, which did not provide for proper segregation between preparer and reviewer for select transactions. We further failed to fully resolve identified segregation of duties conflicts with system access for designated business and IT users, thus related user access review and application change management procedures could not be relied upon for select Company systems.

Management’s Remediation Initiatives for Existing Material Weaknesses

We have begun the process of, and we are focused on, designing and implementing effective measures to strengthen our internal controls over financial reporting and remediate the material weaknesses. The Company has initiated remediation activities and expects to complete testing of the design and operating effectiveness of new controls over at least two consecutive quarters of financial reporting, in accordance with COSO ~~and PCAOB~~ guidance. Our planned internal control remediation efforts include the following:

Control Environment, Information and Communication, and Monitoring Activities:

•

Executive Communications to Reinforce Compliance – The Company’s CEO and other executives, at the direction of the Board of Directors, have reinforced and continue to reinforce the importance of adherence to the Company’s policies and procedures regarding ethics and compliance and the importance of identifying misconduct and raising and communicating concerns. This reinforcement has occurred through email and employee newsletter communications, staff meetings, remarks given to senior management, as well as other employee forums, including mandatory ethics training. The Company’s CEO and other executives, at the direction of the Board of Directors, have prioritized the remediation of the previously disclosed material weaknesses and have continued to implement additional compliance efforts required to achieve remediation status.

•

Organizational Enhancements – The Company successfully hired a Chief Financial Officer and a Vice President of Accounting and External Reporting during the 2025 fiscal year, who bring extensive knowledge around finance, strategy, transformation, and accounting, and are both highly committed to ongoing evaluation and improvements within the Company.

The Company ~~continues~~has toimplemented ~~implement~~ other organizational enhancements, as follows: (i) the enhancement of the Company’s organizational structure over all finance functions and an increase in the Company’s accounting personnel with the requisite knowledge, experience, and training in GAAP to ensure that a formalized process for determining, documenting, communicating, implementing and monitoring controls over the period-end financial close and reporting processes is maintained and proper segregation exists between the preparer and reviewer for select transactions, and (ii) enhancement of accounting policies and procedures related to journal entries, invoice approval, account reconciliations and variance thresholds.

•

Significant and Unusual Transactions - The Company ~~continues~~implemented ~~to implement~~ improvements related to significant nonrecurring transactions, including: (i) following a new process to address agreements with non-standard terms, including formalized review and approval (ii) more formalized practices for assessing the need for utilization of a third-party expert for unusual or complex transactions and (iii) the development of a more comprehensive review process and monitoring controls over significant transactions to ensure accurate accounting and the preparation of accounting memoranda.

•

Related Party Transaction Policy – The Company implemented a Related Party Transactions Policy in June 2024 to proactively identify transactions and improve disclosures. Guidance is provided by corporate disclosure counsel with review/approval by the Audit Committee. Management has implemented procedures for identification and disclosure of related party transactions.

•

Perquisites Policy – The Company implemented a new Perquisites Policy in May 2025 to better define its perquisites disclosure requirements, perquisite identification, training, and employee compliance requirements. Management has implemented processes for identifying perquisites to be disclosed.

•

Establishment of Disclosure Committee - In fiscal year 2025, the Company established a formal disclosure committee that includes key members of management that have responsibility for disclosure information necessary for periodic reports filed with the SEC. This committee meets on an as-needed basis, as well as prior to the Audit Committee meeting in which a Form 10-K, Form 10-Q, or other relevant Exchange Act

3541

necessary for periodic reports filed with the SEC. This committee meets on an as-needed basis, as well as prior to the Audit Committee meeting in which a Form 10-K, Form 10-Q, or other relevant Exchange Act document will be approved. Its role includes coordinating disclosures, validating completeness and accuracy of information, and ensuring cross-functional input from legal, finance, and operations. The meetings cover all significant events from the period being reported upon and supporting information.

Control Activities:

•

Implementation of New Accounting System – The Company implemented a new accounting system to allow management to effectively design and implement appropriate general information technology and automated system controls, including system enforced segregation of duties. The Company continues to ensure the correct roles and responsibilities are assigned to ensure enforcement of segregation of duties, and to evaluate other systems and applications for additional controls. Management will also continue the rollout of IT remediation action plans, including developing an enhanced risk assessment process for third-party IT systems and implementation of IT monitoring procedures.

•

Implementation and Enhancement of Entity Wide Controls - The Company is in the process of enhancing existing entity-wide controls as a result of the control design remediation efforts and Audit Committee recommendations, and implementing the following new controls entity wide around the quarterly/annual financial reporting process:

•

Enhanced Review Procedures: The Company has ~~initiated~~implemented enhancements to its management review procedures through additional training of accounting staff, improved evidence of review through tick marks and screenshots to validate the completeness and accuracy of transactions and to clearly define and evidence the process used and criteria and judgment applied in performance of critical business activities.

•

The Company hired additional personnel and engaged third-party accounting experts, as needed, in its financial reporting and accounting function to ensure we have a sufficient complement of personnel with an appropriate level of knowledge, experience, and training commensurate with our financial reporting requirements.

While these actions and planned actions will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address these control deficiencies or modify the remediation plan described above.

Changes in Internal Control Over Financial Reporting

Other than the changes described above, there have not been any changes in our internal control over financial reporting (as such term is defined in Exchange Act in Rule 13a-15(c) and 15d-15(e) under the Exchange Act) during the three months ended ~~September~~December 3031, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management continues to monitor the effectiveness of newly implemented controls and assess whether any additional changes are warranted.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as set forth below, there were no material developments to our legal proceedings disclosed in the Form 10-K. From time to time, we are involved in various disputes, claims, suits, investigations and legal proceedings arising in the ordinary course of business, including commercial, intellectual property, and employment-related matters, as well as stockholder derivative actions, class action lawsuits and other matters. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters were material to our business or financial condition based upon the standard set forth in SEC rules. We believe we have substantial defenses in each unresolved matter, and we intend to vigorously defend against the claims brought by plaintiffs in the pending lawsuits.

DCP Matter

On January 18, 2024, Innovative Computer Professionals, Inc. d/b/a Digital Cash Processing (“DCP”) filed a civil action in Minnesota state court against Outdoors Online, LLC d/b/a GunBroker.com (“GunBroker.com”) for breach of contract (the “MN Action”). In the MN Action, DCP alleged that GunBroker.com breached a May 2021 contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleged $100 million in damages. On February 7, 2024, GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota (Case No. 24-CV-00373-DWF-DTS). On February 14, 2024, GunBroker.com moved to dismiss the MN Action for lack of personal jurisdiction and for failure to adequately state a claim, or, in the alternative, to transfer the MN Action to the United States District Court for the District of Arizona (the “Motion”). The court denied the Motion and GunBroker.com filed its Answer and Counterclaims. GunBroker.com denies the allegations in the MN Action, and it plans to vigorously defend the claims asserted against it. The parties’ initial disclosure statements were exchanged in August, 2024. The Company has, and will continue to, participate in the discovery process. The parties have retained expert witnesses who will supply expert testimony and reports. The Company expects this matter will be scheduled for trial in 2026.

~~On July 28, 2025,~~ Vista ~~Outdoor~~Settlement Sales, LLC d/b/a The Kinetic Group Sales ("Vista") filed a civil action ("Vista Action") against the Company in the United States District Court for the District of Minnesota (Case No. 25-CV-03023-NEB-DTS) alleging a breach of contract from an OEM Supplier and Ammunition Purchase Option Agreement dated August 9, 2021. After the Company divestiture of the Ammunition Business, it could no longer purchase ammunition manufacturing components. The Company continues to negotiate with Vista to resolve the dispute, but intends to rigorously defend its position if litigation is necessary. The Company has been served with the summons and complaint but has not yet filed an answer under extension. The Company denies the allegations in the Vista Action and plans to vigorously defend the claims asserted against it if the parties are unable to reach a settlement.

37On July 28, 2025, Vista Outdoor Sales, LLC d/b/a The Kinetic Group Sales ("Vista") filed a civil action ("Vista Action") against the Company in the United States District Court for the District of Minnesota (Case No. 25-CV-03023-NEB-DTS) alleging a breach of contract from an OEM Supplier and Ammunition Purchase Option Agreement dated August 9, 2021. After the Company’s divestiture of the Ammunition Business, it could no longer purchase ammunition manufacturing components. On November 21, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “Vista Settlement and Release”) with Vista that resolves all claims asserted in the action. Pursuant to the terms of the Vistas Settlement and Release, the Company agreed to pay Vista an aggregate of $2.75 million in 12 equal quarterly installments, beginning December 1, 2025 and continuing through July 7, 2028. The settlement required Vista to dismiss the action with prejudice following receipt of the first installment. As of the date of this filing, the Company is in compliance with the Vista Settlement and Release, the action was dismissed with prejudice, and no further litigation is pending.

Settlement of SEC Investigation

As previously disclosed, the Company was subject to the SEC Investigation relating to certain accounting, disclosure, and internal control issues primarily arising during periods prior to the tenure of the Company’s current management team. The Company made an Offer of Settlement to the SEC, and on December 15, 2025, the SEC instituted settled cease-and-desist proceedings that fully resolved the investigation. For more information regarding the settlement of the SEC Investigation, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Settlement of SEC Investigation” above.

ITEM 1A. RISK FACTORS

~~There~~Except as set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A "Risk Factors" of the Form 10-K.

Our share repurchase program may not be fully executed or may be suspended or terminated at any time, and the program could affect the market price of our common stock

In January 2026, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $15.0 million of shares of our common stock from time to time for a period of 12 months. The timing and amount of any repurchases will depend on a variety of factors, including the knowledge of material non-public information, market conditions, the trading price of our common stock, our financial performance, regulatory requirements, and other business considerations. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended, or terminated at any time. The existence of the repurchase program could create volatility in the market price of our common stock or lead investors to expect future repurchases that may not occur. Any failure to meet such expectations could adversely affect the market price of our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.		Exhibit
2.1#		Agreement and Plan of Merger, dated April 30, 2021, by and among Ammo, Inc., SpeedLight Group I, LLC, Gemini Direct Investments, LLC and Steven F. Urvan (Incorporated by Reference to Exhibit 2.1 to the Current Report on Form 8-K filed on May 6, 2021.
2.2.1#†		Asset Purchase Agreement, dated January 20, 2025, by and among OHC Technologies, Inc., Enlight Group II, LLC, Firelight Group I, LLC, Outdoor Holding Company and Olin Winchester, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 18, 2025).
2.2.2		First Amendment to the Asset Purchase Agreement, dated April 18, 2025, by and among OHC Technologies, Inc., Enlight Group II, LLC, Firelight Group I, LLC, Outdoor Holding Company and Olin Winchester, LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed on April 18, 2025).
3.1		Amended and Restated Certificate of Incorporation (as amended through April 21, 2025) (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed on June 16, 2025).
3.2		Bylaws (Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on February 9, 2017).
3.3		Certificate of Designations with respect to the 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, dated May 18, 2021 (Incorporated by Reference to Exhibit 3.1 to the Registration Statement on Form 8-A filed on May 21, 2021).
4.2		Form of Underwriters’ Warrant Agreement issued December 3, 2020 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 4, 2020).
4.3		Purchase Warrant Issued to Eugene Webb, issued on ~~December~~February 2117, ~~2020~~2021 (Incorporated by reference to Exhibit 4.12 to Amendment No. 1 to the Registration Statement on Form S-3 filed on August 20,2021).
4.4		~~Purchase~~Form of Warrant ~~Issued~~in toconnection ~~Eugene~~with ~~Webb,~~the ~~issued~~May on21, ~~February~~2025 ~~17,~~Settlement ~~2021~~Agreement (~~Incorporated~~incorporated by reference to Exhibit 410.2 to ~~Amendment No. 1 to~~ the ~~Registration~~Current ~~Statement~~Report on Form S8-3K filed on ~~August~~May 2028,~~2021~~ 2025).
4.5		Form of Additional Warrant in connection with the May 21, 2025 Settlement Agreement (incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K filed on May 28, 2025).
4.6		Form of Additional Warrant in connection with the May 21, 2025 Settlement Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 28, 2025).
10.1+		Outdoor Holding Company 2025 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on October 24, 2025).
10.2+*		Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Outdoor Holding Company 2025 Long-Term Incentive Plan.
10.3+*		Form of Restricted Stock Award Agreement (Employees) under the Outdoor Holding Company 2025 Long-Term Incentive Plan.
10.4+*		Form of Time-Based Restricted Stock Unit Award Agreement under the Outdoor Holding Company 2025 Long-Term Incentive Plan.
10.5+*		Form of Performance-Based Restricted Stock Unit Award Agreement under the Outdoor Holding Company 2025 Long-Term Incentive Plan.
10.6+		Executive Separation Agreement, dated September 16, 2025, by and between Outdoor Holding Company and Tod Wagenhals (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 16, 2025).
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page formatted as Inline XBRL and contained in Exhibit 101

104 Cover Page formatted as Inline XBRL and contained in Exhibit 101

# Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished supplementally to the Securities and Exchange Commission upon request.

† Certain portions have been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K. The Company will furnish supplementally copies to the Securities and Exchange Commission or its staff upon request.

+ Management compensatory plan or contract.

* Filed Herewith.

** The certifications attached as Exhibit 32.1 and Exhibit 32.2 are not deemed “filed” with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Outdoor Holding Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Outdoor Holding Company
	By:	/s/ Steven F. Urvan
Dated: November 10, 2025		Steven F. Urvan, Chief Executive Officer(Principal Executive Officer)
Dated: February 9, 2026		Steven F. Urvan, Chief Executive Officer(Principal Executive Officer)
	By:	/s/ Paul J. Kasowski
Dated: November 10, 2025		Paul J. Kasowski, Chief Financial Officer(Principal Accounting Officer and Principal Financial Officer)
Dated: February 9, 2026		Paul J. Kasowski, Chief Financial Officer(Principal Accounting Officer and Principal Financial Officer)

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