UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 1017, 2025

Outdoor Holding Company

(Exact name of registrant as specified in its charter)

Delaware

001-13101

30-0957912

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

7681 E. Gray Rd.

Scottsdale, Arizona 85260

(Address of principal executive offices)

(480) 947-0001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	POWW	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value	POWWP	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 53.02. ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Securities.

~~Resignation~~To the extent required, the information set forth in Item 8.01 of ~~Executive~~this ~~Vice~~Current ~~President~~Report on Form 8-K relating to the issuance of the Warrant (defined below) and ~~Secretary~~the Warrant Shares (defined below) is incorporated by reference into this Item 3.02. The issuance of the Warrant was, and the issuance of the Warrant Shares will be, undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

~~On September~~Item 10, 2025, Tod Wagenhals, who serves as the Executive Vice President and Secretary of Outdoor Holding Company (the “Company”), delivered notice to the Board of Directors of the Company (the “Board”) of his resignation from his position as the Secretary of the Company, effective immediately, and as the Executive Vice President of the Company, to be effective December 31, 2025 (the “Separation Date”)8. ~~In connection with Mr~~01. ~~Wagenhals’~~Other resignation as the Secretary of the Company, the Board appointed Jordan Christensen, the Company’s Chief Legal Officer, to the position of Secretary of the Company, effective immediately, to serve in such position in addition to his duties as Chief Legal Officer of the CompanyEvents.

~~Entry~~As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025 (as amended on June 2, 2025), on May 21, 2025, Outdoor Holding Company (the “Company”) entered into ~~Separation~~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, Steven F. Urvan, and certain former members of the Board of Directors of the Company, which Settlement Agreement became effective at 5:00 p.m. Eastern Time on May 30, 2025, pursuant to its terms (the “Settlement Effective Date”).

OnPursuant ~~September~~to ~~16, 2025 (~~the ~~“Execution~~Settlement ~~Date”)~~Agreement, inon ~~connection~~the ~~with~~Settlement ~~Mr.~~Effective ~~Wagenhals’s resignation~~Date, the Company ~~and~~ ~~Mr.~~issued ~~Wagenhals~~to ~~entered~~GDI ~~into~~Air III LLC, an ~~Executive~~affiliated ~~Separation~~designee ~~Agreement~~of Mr. Urvan (the “~~Separation~~Urvan ~~Agreement~~Designee”)., ~~The~~among ~~Separation Agreement~~other ~~contemplates~~things, ~~Mr.~~an ~~Wagenhals’s~~unsecured ~~separation~~promissory ~~from~~note ~~his~~in ~~role~~a asprincipal ~~Executive~~amount ~~Vice~~of ~~President~~$39.0 on million (the ~~Separation~~“Note”), ~~Date.~~which ~~Pursuant~~bears ~~to the~~interest ~~Separation~~at ~~Agreement, Mr~~4.62% ~~Wagenhals~~per ~~will~~annum be(subject ~~entitled~~ to ~~receive~~a ~~certain~~2.00% ~~separation~~increase ~~benefits~~during ~~(collectively,~~an ~~the~~event ~~“Separation Compensation”~~of default),. Pursuant ~~consisting~~to the terms of: ~~(i)~~the anNote, ~~aggregate~~the ~~cash~~Company ~~separation~~has ~~payment~~the option (the “~~Cash~~Prepayment ~~Severance Payment~~Option”) ~~equal to $230~~,~~000~~ ~~(an~~at ~~amount~~any ~~equal~~time prior to 12May ~~months~~30, of2026, ~~Mr.~~to ~~Wagenhals’s~~prepay ~~annual base salary)~~all, ~~which~~but ~~Cash~~not ~~Severance~~less ~~Payment~~than ~~will~~all, beof ~~paid on~~ the ~~Company’s~~then-outstanding ~~first~~principal ~~payroll~~amount ~~date~~of ~~that~~the ~~occurs~~Note ~~within~~and aaccrued ~~15-day~~and ~~period~~unpaid ~~following~~interest thereon ~~the~~in ~~Separation~~exchange ~~Date; (ii) reimbursement~~ for ~~all reimbursable~~the ~~business~~issuance ~~expenses~~of ~~due~~a warrant to Mrpurchase 13.0 ~~Wagenhals;~~million ~~and~~shares (~~iii~~the “Warrant”) aof ~~lump~~common stock, ~~sum~~par ~~payment~~value ~~equal~~$0.001 toper ~~the~~share, ~~cash value~~ of ~~Wagenhals’s~~the ~~accrued and~~Company ~~unused~~(the ~~vacation~~“Warrant Shares”), ~~personal~~subject ~~and~~to ~~other~~the ~~paid~~Company ~~time-off~~first ~~balance~~obtaining stockholder asapproval of the ~~Separation~~issuance ~~Date.~~of ~~Provided~~the ~~that~~Warrant ~~Mr.~~and ~~Wagenhals~~the isWarrant ~~eligible~~Shares ~~for and~~pursuant ~~timely~~to ~~elects~~Nasdaq ~~continuation~~Listing ~~coverage~~Rule ~~under~~5635. At the Company’s 2025 ~~health~~Annual ~~plan~~Meeting ~~pursuant~~of toStockholders ~~the~~held ~~Consolidated~~on ~~Omnibus~~August ~~Budget Reconciliation Act of 1986~~29, ~~as amended (“COBRA”)~~2025, the Company’s ~~agreed~~stockholders toapproved, ~~pay~~pursuant ~~the~~to ~~applicable~~Nasdaq ~~COBRA~~Listing ~~premiums~~Rule 5635, ~~for~~the aissuance ~~period~~ of ~~one~~ ~~month~~the ~~for~~Warrant ~~Mr. Wagenhals~~ and ~~his family at~~ the ~~coverage~~Warrant ~~levels in effect as of the Separation Date~~Shares.

AsOn ~~consideration~~September ~~for the Separation Compensation~~17, ~~Mr. Wagenhals agreed to~~2025, ~~among~~the ~~other~~independent ~~things,~~and adisinterested ~~general~~members ~~release~~ of ~~claims~~the inBoard ~~favor~~approved of the ~~Company~~ ~~and~~exercise toof ~~comply~~the ~~with~~Prepayment ~~customary~~Option ~~confidentiality~~ and ~~non-disparagement~~the ~~covenants~~Company issued ~~following~~the ~~his~~Warrant ~~resignation. Mr. Wagenhals’s right~~ to ~~receive~~ the ~~Separation~~Urvan ~~Compensation~~Designee. isAs ~~contingent upon his timely execution, return, and non-revocation of~~ a ~~reaffirmation~~result of the ~~release~~issuance of ~~claims (~~the ~~“Reaffirmation”)~~Warrant, ~~which~~all ~~Reaffirmation~~obligations ~~includes~~under athe ~~general~~Note ~~release~~have ofbeen ~~claims~~ satisfied in ~~favor of the Company with respect to the period between the Execution Date and the Separation Date~~full.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Executive Separation Agreement, dated September 16, 2025, by and between Outdoor Holding Company and Tod Wagenhals.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	OUTDOOR HOLDING COMPANY
Dated: September 16, 2025	By:	/s/ [Paul J. Kasowski]
Dated: September 22, 2025	By:	/s/ Paul J. Kasowski
		Paul J. Kasowski
		Chief Financial Officer

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