What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-25 compared with 2025-06-26 · 326 added, 229 removed, 818 unchanged (40% of the section changed)

3 unchanged sentences

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form-10-K.

Based on that evaluation, we have concluded that, as of the end of the period covered by this Annual Report on Form-10-K, our disclosure controls and procedures were effective to provide such reasonable assurance.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form-10-K, our disclosure controls and procedures were effective to provide such reasonable assurance.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

2 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Tradeway Commission (the COSO Framework).

Based on that evaluation, management believes that our internal control over financial reporting was effective as of April 30, 2025.

This annual report does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.”

Based on that evaluation, management concluded that our internal controls over financial reporting were effective as of April 30, 2026.

In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

1 unchanged sentence

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Report of Independent Registered Public Accounting Firm

Our independent registered public accounting firm, Grant Thornton LLP, has audited the effectiveness of our internal control over financial reporting as of April 30, 2026, as stated in their report which is included in Item 8 of this Form 10-K.

Changes to Internal Control over Financial Reporting

24 unchanged sentences

8-K 3.1 8/26/2020

C ertificate of Am ended a nd Restated Certificate of Incorporation

Certificate of Amended and Restated Certificate of Incorporation

3.2 Fourth Amended and Restated Bylaws

35 unchanged sentences

8-K 10.1 3/28/2022

10.17 # Amendment No.

2 to Loan and Security Agreement, dated as of November 25, 2025 , by and among AOB Products Company, Crimson Trace Corporation, American Outdoor Brands, Inc., Battenfeld Acquisition Company Inc., BTI Tools, LLC, Ultimate Survival Technologies, LLC, AOBC Asia Consulting, LLC, Riverbend Outfitters, Inc., TD Bank, N.A., and the other banks, financial institutions, and other entities from time to time parties thereto

10.18 Amendment No.

3 to Loan and Security Agreement, dated as of March 10, 2026, by and among AOB Products Company, Crimson Trace Corporation, American Outdoor Brands, Inc., Battenfeld Acquisition Company Inc., BTI Tools, LLC, Ultimate Survival Technologies, LLC, AOBC Asia Consulting, LLC, Riverbend Outfitters, Inc., TD Bank, N.A., and the other banks, financial institutions, and other entities from time to time parties thereto

8-K 10.1 3/10/2026

19.1 Inside Information and Insider Trading Policy of American Outdoor Brands, Inc.

10-K 19.1 6/27/2024

21.1 # Subsidiaries of the Registrant

28 unchanged sentences

Andrew Fulmer Executive Vice President, Chief Financial

Officer, and Treasurer (Principal Financial Officer) June 26, 2025

Officer, Treasurer, and Secretary (Principal Financial Officer) June 25, 2026

Andrew Fulmer

11 unchanged sentences

AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

Report s of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

Consolidated Balance Sheets as of April 30, 202 6 and 20 25

6 unchanged sentences

American Outdoor Brands, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of American Outdoor Brands, Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of April 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended April 30, 2026, and our report dated June 25, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report On Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

June 25, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

American Outdoor Brands Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of American Outdoor Brands Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of April 30, 2025 and 2024, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended April 30, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of April 30, 2026 and 2025, the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended April 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of April 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated June 25, 2026 expressed an unqualified opinion.

Basis for opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2020.

Hartford, Connecticut

Boston, Massachusetts

June 25, 2026

10 unchanged sentences

Inventories 91,889 104,717

Prepaid expenses and other current assets 3,970 6,410

Assets held for sale 734 —

Prepaid expenses 2,268 2,435

Other current assets 16,978 1,535

Income tax receivable 156 143

41 unchanged sentences

General and administrative 32,926 36,145 39,022

Impairment of assets held for sale 3,433 — —

Total operating expenses 94,194 99,418 100,923

2 unchanged sentences

Other income, net 113 140 140

Interest income/(expense), net 60 39 ( 761 )

Total other income/(expense), net 200 179 427

Income/(loss) from operations before income taxes 46 ( 12,318 ) ( 12,273 )

Interest (expense)/income, net ( 276 ) 60 39

Total other (expense)/income, net ( 163 ) 200 179

(Loss)/income from operations before income taxes ( 9,163 ) 46 ( 12,318 )

Income tax expense/(benefit) 45 123 ( 70 )

45 unchanged sentences

Provision for credit losses on accounts receivable ( 363 ) 26 8

Impairment of assets held for sale 3,433 — —

Stock-based compensation expense 3,071 3,500 4,075

2 unchanged sentences

Inventories 9,430 ( 11,402 ) 6,419

Prepaid expenses and other current assets 2,440 1,429 652

Prepaid expenses ( 28 ) ( 450 ) 622

Other current assets ( 15,248 ) 2,890 807

Income tax receivable ( 13 ) 80 1,028

29 unchanged sentences

Income taxes (net of refunds) $ 108 $ 100 $ ( 978 )

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

AMERICAN OUTDOOR BRANDS, INC.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

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

Supplemental Disclosure of Non-cash Investing and Financing Activities:

5 unchanged sentences

Changes in lease liabilities for operating lease obligations 368 — 10,701

Charges of debt issuance costs included in accrued expenses — — —

Record assets held for sale 4,167 — —

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

3 unchanged sentences

American Outdoor Brands, Inc.

and its wholly owned Subsidiaries (our "company," "we," "us," or "our") is a leading provider of outdoor lifestyle products and shooting sports accessories encompassing hunting, fishing, meat processing, outdoor cooking, camping, shooting, and personal security and defense products for rugged outdoor enthusiasts.

We conceive, design, source, and sell our outdoor lifestyle products, including premium sportsman knives and tools for fishing and hunting;

land management tools for hunting preparedness;

and its wholly owned Subsidiaries (our "company," "we," "us," or "our") is a leading provider of outdoor lifestyle products and shooting sports accessories encompassing hunting, fishing, meat processing, outdoor cooking, shooting, and personal security and defense products for rugged outdoor enthusiasts.

We conceive, design, produce or source, and sell our outdoor lifestyle products, including:

• premium sportsman knives and tools for fishing and hunting;

• land management tools for hunting preparedness and for use in the backyard;

• products used while hunting;

1 unchanged sentence

• outdoor cooking products.

and camping, survival, and emergency preparedness products.

We conceive, design, produce or source, and sell our shooting sports accessories, such as rests, vaults, and other related accessories;

We conceive, design, produce or source, and sell our shooting sports accessories, including:

• rests, vaults, and other related accessories;

• electro-optical devices, including hunting optics, firearm aiming devices, flashlights, and laser grips;

4 unchanged sentences

Our owned brands include BOG, BUBBA, Caldwell, Crimson Trace, Frankford Arsenal, Grilla Grills, or Grilla, Hooyman, Imperial, LaserLyte, Lockdown, MEAT!

Your Maker, Old Timer, Schrade, Tipton, Uncle Henry, ust, and Wheeler, and we license additional brands for use in association with certain products we sell, including M&P, Smith & Wesson, and Performance Center by Smith & Wesson.

Your Maker, Old Timer, Schrade, Tipton, Uncle Henry, and Wheeler, and we license additional brands for use in association with certain products we sell, including M&P, Smith & Wesson, and Performance Center by Smith & Wesson.

In focusing on the growth of our brands, we organize our product development, customer service, and marketing teams into four brand lanes, each of which focuses on one of four distinct consumer verticals – Adventurer, Harvester, Marksman, and Defender – with each of our brands included in one of the brand lanes.

• Our Adventurer brands include products that help enhance consumers’ fishing, outdoor cooking, and camping experiences.

• Our Harvester brands focus on the activities hunters typically engage in, including the activities to prepare for the hunt, the hunt itself, and the activities that follow a hunt, such as meat processing.

• Our Marksman brands address product needs arising from consumer activities that take place primarily at the shooting range and where firearms are cleaned, maintained, and worked on.

• Our Defender brands focus on protection and include products that are used by consumers in situations that require self-defense, for training, and for securing high value or high consequence possessions.

Summary of Significant Accounting Policies

1 unchanged sentence

The accompanying consolidated financial statements include the accounts of our company and our wholly owned subsidiaries, including AOB Products Company, or AOBPC, BTI Tools LLC, Crimson Trace Corporation, Ultimate Survival Technologies, LLC, or ust, and AOB Consulting (Shenzhen), Co., LTD.

In our opinion, all adjustments, which include only normal recurring adjustments necessary to fairly present the balance sheets and statements of equity as of April 30, 2025 and 2024, and the statements of operations and cash flows at April 30, 2025, 2024, and 2023, have been included.

All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain prior-year amounts have been reclassified to conform to the current-year presentation.

In connection with the separate presentation of other current assets on the consolidated balance sheets, amounts previously reported as prepaid expenses and other current assets have been reclassified to separate captions for prepaid expenses and other current assets.

Corresponding reclassifications were also made within operating activities on the consolidated statements of cash flows.

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

These reclassifications had no effect on previously reported total current assets, total assets, net income, stockholders' equity, net cash provided by operating activities, or net increase (decrease) in cash and cash equivalents .

Use of Estimates

2 unchanged sentences

provisions for excess and obsolete inventory;

accruals for freight, duty, and tariff costs on international inventory purchases;

valuation of goodwill and long-lived intangible assets;

accruals for freight, duty, and tariff costs on international inventory purchases and related inventory valuation adjustments;

estimates related to the recognition and measurement of tariff refund recoveries and related receivables;

valuation of long-lived intangible assets;

valuation of stock-based compensation awards;

and realization of deferred tax assets.

Actual results may differ from those estimates.

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value of Financial Instruments

Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments not held for trading purposes, approximate the carrying values of such amounts because of their short-term nature or market rates of interest.

The carrying amounts of cash and cash equivalents, receivables, accounts payable, accrued expenses and other short-term financial instruments approximate fair value due to their short term nature.

The carrying amount of debt, if any, approximates fair value because the variable or fixed interest rates approximate market rates.

Tariff Developments

In 2025, the U.S.

Administration imposed a series of tariffs on nearly all U.S.

trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”).

On February 20, 2026, the United States Supreme Court issued a ruling striking down tariffs previously imposed under IEEPA.

Immediately following the Supreme Court ruling, the U.S.

government initiated new tariffs under Section 122 of the Trade Act ("Section 122 tariffs") which have been in effect since February 24, 2026.

We continue to monitor and evaluate these developments and assess their potential impact on our business, financial condition, and results of operations.

In March 2026, the U.S.

Court of International Trade ("CIT") issued an order directing U.S.

Customs and Border Protection ("CBP") to process refunds of certain IEEPA tariffs.

In April 2026, the CBP released a new system to process IEEPA tariff refunds, allowing importers to submit refund claims.

We are seeking refunds of tariffs previously paid under IEEPA and we account for such claims under the loss recovery framework by analogy to ASC 410-30 - Environmental Obligations .

A receivable is recognized when recovery is considered probable and reasonably estimable.

Recoveries are recognized in the same financial statement line item as the underlying tariff costs or as an adjustment to inventory when the related inventory remains on hand.

We believe it is probable that we will recover the IEEPA tariffs previously paid and have recognized an IEEPA tariff refund receivable under the loss recovery accounting model.

The ultimate timing and amount of recoveries remain subject to review and processing by governmental authorities and could be affected by future legal, regulatory, or administrative developments.

In addition, there continues to be uncertainty regarding existing and proposed tariff regimes, including the potential imposition, modification, suspension, or invalidation of tariffs under various statutory authorities.

The Company continues to monitor tariff-related developments and assess their potential impact on its business, financial condition, and results of operations.

Cash and Cash Equivalents

6 unchanged sentences

We extend credit to our domestic customers and some foreign distributors based on their creditworthiness.

We sometimes offer discounts for early payment on invoices.

We sometimes offer

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

discounts for early payment on invoices.

When we believe the extension of credit is not advisable, we rely on either a prepayment or a letter of credit.

3 unchanged sentences

We adjust the allowance as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions.

We write off trade accounts receivable when they are determined to be uncollectible after considering the facts and circumstances specific to the customer and after all collection efforts have been exhausted.

Recoveries of amounts previously written off are recorded when received.

In November 2020, we entered into a factoring arrangement with a financial institution specifically designed to factor trade receivables with a certain customer that has extended payment terms, which are traditional to the customer’s industry.

4 unchanged sentences

We determine cost on the first-in, first-out method and net of discounts or rebates received from vendors.

Provisions for potential non-saleable inventory due to excess stock or obsolescence are based upon a detailed review of inventory, past history, and expected future usage.

Provisions for potential nonsalable inventory due to excess stock or obsolescence are based upon a detailed review of inventory, past history, and expected future usage.

We evaluate quantities that make up our current inventory against past and future demand and market conditions to determine excess or slow-moving inventory that may be sold below cost.

7 unchanged sentences

We charge expenditures for maintenance and repairs to earnings as incurred, and we capitalize additions, renewals, and betterments.

Upon the retirement, or other

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

disposition of property and equipment, we remove the related cost and accumulated depreciation from the respective accounts and include any gain or loss in operations.

Upon the retirement, or other disposition of property and equipment, we remove the related cost and accumulated depreciation from the respective accounts and include any gain or loss in operations.

A summary of the estimated useful lives is as follows:

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Intangible assets consist of developed software and technology, customer relationships, trademarks, trade names, and patents.

We amortize intangible assets over their estimated useful lives or in proportion to expected yearly revenue generated from the intangibles that were acquired.

Valuation of Goodwill and Long-lived Assets

As of April 30, 2025 and 2024, we had no goodwill recorded on our consolidated balance sheet.

In the instance we have recorded goodwill, we test goodwill for impairment, in accordance with ASC 350, Intangibles Goodwill and Other , on an annual basis on February 1 and between annual tests if indicators of potential impairment exist.

We have reviewed the provisions of Accounting Standards Codification, or ASC, 350-20, with respect to the criteria necessary to evaluate the number of reporting units that exist.

Based on our review of ASC 350-20, we have determined that we have one operating unit.

We amortize intangible

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

assets over their estimated useful lives or in proportion to expected yearly revenue generated from the intangibles that were acquired.

Valuation of Long-lived Assets

We have significant long-lived assets, which are susceptible to valuation adjustments as a result of changes in various factors or conditions.

13 unchanged sentences

Revenue Recognition

We recognize revenue for the sale of our products at the point in time when the control of ownership has transferred to the customer.

AMERICAN OUTDOOR BRANDS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

passed, (iv) risks and rewards of ownership of goods has passed to the customer, and (v) the customer has accepted the goods.

The timing of revenue recognition occurs either on shipment or delivery of goods based on contractual terms with the customer, as this is when transfer of control occurs and the customer accepts the product, has title and significant risks and rewards of ownership of the product, and physical possession of the product has been transferred.

We recognize revenue for the sale of our products at the point in time when the control of ownership has transferred to the customer and our primary performance obligation is the sale of finished goods to wholesale, retail, and direct-to-consumer customers.

The transfer of control typically occurs at a point in time based on consideration of when the customer has (i) a payment obligation, (ii) physical possession of goods has been received, (iii) legal title to goods has passed, (iv) risks and rewards of ownership of goods has passed to the customer, and (v) the customer has the ability to direct the use of and obtain substantially all of the benefits from the product.

The timing of revenue recognition occurs either on shipment or delivery of goods based on contractual terms with the customer, as this is when transfer of control occurs and the customer has the ability to direct the use of and obtain substantially all of the benefits from the product, has title and significant risks and rewards of ownership of the product, and physical possession of the product has been transferred.

Revenue recorded excludes sales tax charged to retail customers as we are considered a pass-through conduit for collecting and remitting sales taxes.

The duration of contractual arrangements with customers in our wholesale channels is typically less than one year.

The duration of contractual arrangements with customers in our wholesale and retail channels is typically less than one year.

Payment terms with customers are typically between 20 and 90 days, with a discount available in certain cases for early payment.

1 unchanged sentence

We estimate variable consideration relative to the amount of cash discounts to which customers are likely to be entitled.

In some instances, we provide longer payment terms, particularly as it relates to our hunting dating programs, which represent payment terms due in the fall for certain orders of hunting products received in the spring and summer.

In some instances, we provide longer payment terms, particularly as it relates to extended seasonal payment terms for certain hunting-related products, which represent payment terms due in the fall for certain orders of hunting products received in the spring and summer.

We do not consider these extended terms to be a significant financing component of the contract because the payment terms are less than one year.

1 unchanged sentence

Shipping and handling costs billed to customers are included in net sales.

AMERICAN OUTDOOR BRANDS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We sponsor direct to consumer customer loyalty programs in which customers earn rewards from qualifying purchases or activities.

4 unchanged sentences

We apply the portfolio approach as a practical expedient and utilize the expected value method in determining estimates of variable consideration, based on evaluations of specific product and customer circumstances, historical and anticipated trends, and current economic conditions.

We have co-op advertising program expense, which we record within advertising expense, in recognition of a distinct service that we receive from our customers at the retail level.

We have co-op advertising program expense, which we record within advertising expense, in recognition of a distinct service that we receive from our customers at the retail level which estimates fair value of the service.

In some instances, sales include multiple performance obligations.

2 unchanged sentences

In such instances, we allocate the revenue of the promotional sales based on the estimated level of participation in the sales promotional program and the timing of the shipment of all of the products included in the promotional program, including the free goods.

We recognize revenue on a straight-line basis over the term of the contract, as the customer simultaneously receives and consumes the benefits of the service throughout the period.

The net change in contract liabilities for a given period is reported as an increase or decrease to sales.

We recognize subscription revenue ratably over the term of the contract, as the customer simultaneously receives and consumes the benefits of the service throughout the period.

The net change in contract liabilities for a given period is reported as increase or decrease in accrued expenses on the balance sheet and an increase or decrease to sales on the statement of operations.

During the year ended April 30, 2026, 2025, and 2024, we recorded an immaterial amount of service revenue and deferred revenue to satisfy certain performance obligations.

5 unchanged sentences

Total net sales $ 190,536 $ 222,322 $ ( 31,786 ) ( 14.3 ) % $ 201,099

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our e-commerce channels include net sales from customers that do not traditionally operate a physical brick-and-mortar store, but generate the majority of their revenue from consumer purchases at their retail websites.

7 unchanged sentences

Total net sales $ 190,536 $ 222,322 $ ( 31,786 ) ( 14.3 ) % $ 201,099

AMERICAN OUTDOOR BRANDS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the breakdown of international net sales included in the above table by region.

11 unchanged sentences

Our shooting sports category includes net sales of shooting accessories and our products used for personal protection.

Our outdoor lifestyle category includes net sales of our products used in hunting, fishing, camping, meat processing, rugged outdoor activities, and outdoor cooking.

Our outdoor lifestyle category includes net sales of our products used in hunting, fishing, meat processing, rugged outdoor activities, and outdoor cooking.

Cost of Goods Sold

2 unchanged sentences

Cost of goods sold for our manufactured goods includes all materials, labor, and overhead costs incurred in the production process.

Overhead includes all costs related to manufacturing or purchasing finished goods, including costs of planning, purchasing, quality control, depreciation, freight, duties, royalties, and shrinkage.

Overhead includes all costs related to manufacturing or purchasing finished goods, including costs of planning, purchasing, quality control, depreciation, freight, tariff and duties, royalties, and shrinkage.

Research and Development

2 unchanged sentences

Costs in R&D expense include salaries, materials, utilities, and administrative costs.

AMERICAN OUTDOOR BRANDS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We expense advertising costs, primarily consisting of digital, printed, or television advertisements, either as incurred or upon the first occurrence of the advertising.

6 unchanged sentences

We make adjustments to accruals as warranty claims data and historical experience warrant.

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the change in accrued warranties, a portion of which is recorded as a non-current liability, in the fiscal years ended April 30, 2026, 2025, and 2024 (in thousands):

17 unchanged sentences

Diluted earnings per common share equals earnings/(loss) divided by the weighted average number of common shares outstanding during the periods presented, giving effect to all potentially dilutive stock awards that are outstanding, if their effect is dilutive.

AMERICAN OUTDOOR BRANDS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the computation of our basic and diluted earnings per share attributed to common stockholders for the fiscal years ended April 30, 2025, 2024, and 2023 (in thousands, except per share amounts):

For the Years Ended April 30,

2025 2024 2023

Loss Per Share

Income Per Share

Shares Shares Shares

Basic loss $ ( 77 ) 12,806 $ ( 0.01 ) $ ( 12,248 ) 12,967 $ ( 0.94 ) $ ( 12,024 ) 13,372 $ ( 0.90 )

Effect of dilutive stock awards — — — — — — — — —

Diluted loss $ ( 77 ) 12,806 $ ( 0.01 ) $ ( 12,248 ) 12,967 $ ( 0.94 ) $ ( 12,024 ) 13,372 $ ( 0.90 )

Due to the loss from operations for the fiscal years ended April 30, 2026, 2025, and 2024, there are no common shares added to calculate dilutive EPS because the effect would be anti-dilutive.

2 unchanged sentences

Our stock-based compensation awards consist of stock options, PSUs, and RSUs, all of which are based on our common shares.

Compensation costs for all awards expected to vest are recognized over the vesting period using the simplified method in accordance with SAB 107 and ASC 718 as we believe the simplified method is the best method to calculate our stock compensation expense.

Compensation costs for all awards expected to vest are recognized over the vesting period using the simplified method in accordance with ASC 718 as we believe the simplified method is the best method to calculate our stock compensation expense.

In addition, we estimate an expected forfeiture rate and only recognize expense for those shares expected to vest.

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We determine deferred tax assets and liabilities based on temporary differences between financial reporting and tax bases in assets and liabilities and measure them by applying enacted rates and laws expected to be in place when the deferred items become subject to income tax or deductible for income tax purposes.

We recognize the effect on deferred taxes and liabilities of a change in tax rates in the period that includes the enactment date.

We recognize the effect on deferred taxes and

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liabilities of a change in tax rates in the period that includes the enactment date.

In assessing the realization of our deferred income tax assets, we consider whether it is more likely than not that the deferred income tax assets will be realized.

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If we determine that it is more likely than not that our deferred income tax assets will not be recovered, we establish a valuation allowance against some or all of our deferred income tax assets.

Recording a valuation allowance could have a significant effect on our future results of operations and financial position.

We determine unrecognized income tax benefits in accordance with ASC 740 on the basis of a two-step process in which first we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and second for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

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We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets.

The ultimate realization of net deferred tax assets is dependent on the generation of future

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taxable income during the periods in which those temporary differences become deductible.

The ultimate realization of net deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible.

We establish valuation allowances if it is more likely than not that we will be unable to realize our deferred income tax assets.

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Significant judgment is required in this analysis.

We determined in fiscal 2022 that it is more likely than not that the benefit from the Company’s net deferred tax assets will not be realized and accordingly we established a full valuation allowance recorded as an increase to income tax expense.

We determined in a prior period that it was not more likely than not that our net deferred tax assets would be realized and accordingly we recorded a full valuation allowance.

This assessment of the realizability of our net deferred tax assets remains unchanged for the current fiscal year.

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Should we change our estimate of the amount of deferred tax assets that we would be able to realize, a full or partial reversal of the valuation allowance could occur resulting in a decrease to the provision for income taxes in the period such a change in estimate is made.

We will continue to assess the adequacy of the valuation allowance on a quarterly basis.

Concentration of Credit Risk

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For the fiscal year ended April 30, 2026, 2025, and 2024, respectively, one of our customers accounted for more than 10% of our net sales, accounting for $ 34.8 million, or 18.3 %, $ 45.0 million, or 20.3 %, and $ 44.3 million, or 22.1 %, of our fiscal 2026, 2025, and 2024 net sales, respectively.

As of April 30, 2025, we had three customers that exceeded 10% or more of our accounts receivable, accounting for $ 5.8 million, or 14.6 %;

As of April 30, 2026, we had two customers that exceeded 10% or more of our accounts receivable, accounting for $ 6.1 million, or 20.8 %;

$ 3.8 million, or 12.9 %, of our fiscal 2026 accounts receivable.

As of April 30, 2025, we had three customers exceed 10% or more of our accounts receivable, accounting for $ 5.8 million, or 14.6 %;

$ 5.2 million, or 13.1 %;

$ 4.4 million, or 11.1 %, of our fiscal 2025 accounts receivable.

As of April 30, 2024, we had one customer exceed 10% or more of our accounts receivable, accounting for $ 7.0 million, or 27.3 %, of our fiscal 2024 accounts receivable.

We are not aware of any issues with respect to relationships with any of our top customers.

We source a majority of our purchased finished goods from Asia.

As of April 30, 2025, we had three inventory suppliers that exceeded 10 % or more of our total inventory purchases.

As of April 30, 2024, we had two inventory supplier that exceeded 10 % or more of our total inventory purchases.

As of April 30, 2026, we had two inventory suppliers that exceeded 10 % or more of our total inventory purchases.

As of April 30, 2025, we had three inventory

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suppliers that exceeded 10 % or more of our total inventory purchases.

We have alternative options at our discretion that would mitigate a concentration risk in the future related to our inventory suppliers.

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however, costs incurred to distribute products to customers is included in distribution expenses.

Legal and Other Contingencies

From time to time, we are involved in lawsuits, claims, investigations, and proceedings, including those relating to product liability, intellectual property, commercial relationships, employment issues, and governmental matters, which arise in the ordinary course of business.

We periodically assess liabilities and contingencies in connection with legal proceedings and other claims that may arise from time to time.

When we believe it is probable that a loss has been or will be incurred, we record an estimate of the loss in the consolidated financial statements.

We adjust estimates of losses when additional information becomes

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available or circumstances change.

We adjust estimates of losses when additional information becomes available or circumstances change.

We disclose a contingent liability when we believe there is at least a reasonable possibility that a material loss may have been incurred.

We record legal fees as incurred.

For the fiscal years ended April 30, 2026, 2025, and 2024, we did not incur any material expenses in defense and administrative costs relative to product liability litigation.

In addition, we did not incur any settlement fees related to product liability cases in those fiscal years.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures." This ASU improves financial reporting by requiring disclosure of incremental segment information.

The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

During the year ended April 30, 2025, we adopted ASU 2023-07.

We don't believe our adoption of ASU 2023-07 had a material impact on our consolidated financial statements and disclosures, however, we updated note 15 - Segment Reporting to disclose that our CODM uses consolidated net income to set budgets, evaluate margins, review actual results and in deciding whether to reinvest profits and cash flows into our business, repurchase our stock, pursue acquisitions, or make any other capital management decisions.

Consolidated net income is the measure of segment profit most consistent with U.S.

GAAP that is regularly reviewed by the CODM to allocate resources and assess performance.

Significant segment level expense information provided to the CODM is consistent with our consolidated statements of operations, as presented on the accompanying consolidated statements of operations.

on our consolidated financial statements and disclosures.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09"), which improves the transparency of income tax disclosures by requiring companies to (1) disclose consistent categories and greater disaggregation of information in the effective rate reconciliation and (2) provide information on income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

We adopted ASU 2023-09 effective as of the beginning of the fiscal year ended April 30, 2026 on a prospective basis.

The adoption did not have a material impact on the Company's consolidated financial statements and disclosures.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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We are currently evaluating the impact of adopting this ASU 2024-03 on our consolidated financial statements and disclosures.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-09, Income Taxes (Topic 740):

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, although early adoption is permitted.

The guidance should be applied on a prospective basis with the option to apply the standard retrospectively.

We are currently evaluating the impact of adopting this ASU 2023-09 on our consolidated financial statements and disclosures .

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 improves transparency to provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The new guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

This ASU 2025-05 is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.

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Assets Held for Sale

On December 12, 2025, our Board of Directors approved a plan to divest our ust branded product line (the “Disposal Group”).

The Disposal Group consists primarily of inventory and long-lived intangible assets associated with the brand.

We expect to complete the divestiture within twelve months.

The Disposal Group does not represent a strategic shift that will have a major effect on our operations or financial results.

We concluded that the Disposal Group met the criteria for classification as held for sale under ASC 360-10 – Property, Plant, and Equipment during fiscal 2026 and does not qualify as discontinued operations under ASC 205-20 – Presentation of Financial Statements .

The results of the Disposal Group will continue to be reported within continuing operations.

Upon classification as held for sale, we measured the Disposal Group at the lower of its carrying amount or fair value less costs to sell.

Based on our estimate of fair value using the income approach, we determined that the carrying value exceeded the fair value less costs to sell and recorded a non-cash impairment charge of $ 3.4 million during fiscal 2026 included within operating income in the Condensed Consolidated Statements of Operations.

The carrying amounts of the major classes of assets included in the Disposal Group were as follows (in thousands):

April 30, 2026

Inventory $ 3,395

Long-lived intangible asset 788

Impairment charge ( 3,433 )

Carrying value $ 734

The impairment was allocated to the assets within the Disposal Group in accordance with ASC 360.

The fair value of the Disposal Group was determined using Level 3 inputs under the fair value hierarchy in ASC 820 – Fair Value Measurement .

Fair values were estimated using discounted cash flow analysis using significant assumptions including projected cash flows of the brand, terminal growth rates, discount rates, and market-based revenue multiples observed in comparable transactions.

Costs to sell were estimated based on expected transaction-related fees and other incremental costs.

We will reassess the fair value of the Disposal Group at each reporting date until the transaction is completed.

Any subsequent adjustments to fair value less costs to sell will be recognized in earnings in the period in which they are identified.

Other Current Assets

During the year ended April 30, 2026, we submitted claims seeking refunds of certain IEEPA tariffs previously paid.

Based on our assessment of the Supreme Court ruling, subsequent legal and administrative developments, and the status of our claim, we concluded that recovery of a portion of such tariffs was probable and reasonably estimable.

Accordingly, we recorded a receivable of $ 15.2 million as of April 30, 2026.

The ultimate amount and timing of any recoveries remain subject to governmental review, administrative processing, and potential future legal and regulatory developments.

Actual recoveries may differ from the amounts currently recorded.

Other current assets also includes inventory deposits and other receivable balances as of April 30, 2026 and 2025, respectively.

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We lease real estate, as well as other equipment, under non-cancelable operating lease agreements.

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The depreciable life of assets and leasehold improvements are limited by the expected lease term.

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The amounts of assets and liabilities related to our operating leases as of April 30, 2026 and 2025 are as follows (in thousands):

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As of April 30, 2025, our weighted average lease term and weighted average discount rate for our operating leases was 13.5 years and 5.4 %, respectively.

The operating lease costs, weighted average lease term, and weighted average discount rate are primarily driven by the sublease of our corporate office and warehouse facility in Columbia, Missouri through fiscal 2039.

During the fiscal year ended April 30, 2024, we amended the existing operating lease for our corporate office and warehouse facility in Columbia, Missouri to expand our usable square footage in our warehouse.

The term of the lease remains unchanged, through fiscal 2039.

During the fiscal year ended April 30, 2024, we recorded a right-of-use asset and lease liability of $ 1.9 million.

The operating lease costs, weighted average lease term, and weighted average discount rate are primarily driven by the lease of our corporate office and warehouse facility in Columbia, Missouri through fiscal 2039.

During the fiscal year ended April 30, 2024, we entered an Assignment Agreement to assign us the rights to the entire building and surrounding property at our corporate office and warehouse facility in Columbia, Missouri.

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During the fiscal year ended April 30, 2025, the cash paid for amounts included in the measurement of the liabilities was $ 1.3 million and included in our operating cash flows.

During the fiscal year ended April 30, 2024, the cash paid for amounts included in the measurement of the liabilities was $ 1.0 million and included in our operating cash flows.

The following table sets forth a summary of inventories stated at lower of cost or net realizable value, as of April 30, 2026 and 2025 (in thousands):

5 unchanged sentences

Total inventories $ 91,889 $ 104,717

Certain of our suppliers in Asia require deposits to procure our inventory products prior to beginning the manufacturing process.

These deposits on our inventory varies by supplier and range from 30 % to 100 %.

For the fiscal years ended April 30, 2025 and 2024, we have recorded $ 691,000 and $ 4.3 million, respectively, in prepaid expenses and other current assets on our consolidated balance sheet.

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Property, Plant, and Equipment

6 unchanged sentences

Accumulated depreciation and amortization ( 19,285 ) ( 16,962 )

11,106 10,003

Construction in progress 71 125

Total property, plant, and equipment, net $ 9,327 $ 11,231

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Depreciation expense for the fiscal years ended April 30, 2026, 2025, and 2024 was $ 3.9 million, $ 3.5 million, and $ 3.0 million, respectively.

As of April 30, 2025 6.4 million of our net property, plant, and equipment was located in the United States and 4.8 million was located in Asia.

The following table summarizes depreciation and amortization expense, which includes amortization of intangibles, by line item for the fiscal years ended April 30, 2025, 2024, and 2023 (in thousands):

For the Years Ended April 30,

2025 2024 2023

Cost of sales $ 1,031 $ 1,313 $ 1,429

Research and development 1,123 615 415

Selling, marketing, and distribution 1,225 836 362

General and administrative (a) 9,896 13,337 14,305

Total depreciation and amortization $ 13,275 $ 16,101 $ 16,511

_____________________________________________________________________

(a) General and administrative expenses included $ 8.5 million, $ 12.8 million, and $ 13.6 million of amortization for the fiscal years ended April 30, 2025, 2024, and 2023, respectively, which were recorded as a result of our acquisitions.

As of April 30, 2026 and 2025, $ 5.5 million and $ 6.4 million, respectively, of our net property, plant, and equipment was located in the United States and $ 3.8 million and $ 4.8 million, respectively, was located in Asia.

Intangible Assets

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We amortize definite-lived intangible assets with determinable lives over a weighted-average period of approximately five years .

The weighted-average periods of amortization by intangible asset class is approximately five years for customer relationships, six years for developed software and technology, and six years for patents, trademarks, and trade na

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Amortization expense amounted to $ 8.4 million, $ 9.8 million, and $ 13.1 million for the fiscal years ended April 30, 2026, 2025, and 2024, respectively.

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We did not record any impairment charges for long-lived intangible assets in the fiscal years ended April 30, 2026, 2025, and 2024, respectively.

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Accrued Expenses

2 unchanged sentences

Accrued freight, tariff, and duty $ 5,114 $ 6,379

Accrued professional fees 1,899 1,065

Accrued commissions 1,628 1,694

Accrued sales allowances 1,504 1,865

Accrued warranty 1,337 1,392

Accrued commissions 1,694 1,191

Accrued professional fees 1,065 1,049

Accrued employee benefits 362 499

Accrued taxes other than income 563 525

Accrued other 748 553

Accrued taxes other than income 503 563

Accrued employee benefits 480 362

Total accrued expenses $ 13,212 $ 13,872

1 unchanged sentence

The revolving line included an option to increase the credit commitment by an additional $ 15 million.

On March 25, 2022, we amended our secured loan and security agreement, or the Amended Loan and Security Agreement, increasing the revolving line of credit to $ 75 million, secured by substantially all our assets, maturing in March 2027, with available borrowings determined by a borrowing base calculation.

On March 25, 2022, we amended our secured loan and security agreement, or the First Amended Loan and Security Agreement, increasing the revolving line of credit to $ 75 million, secured by substantially all our assets, maturing in March 2027, with available borrowings determined by a borrowing base calculation.

The amendment also includes an option to increase the credit commitment by an additional $ 15 million.

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The financing arrangement contains covenants relating to minimum debt service coverage.

On March 10, 2026, we amended our secured loan and security agreement, or the Third Amended Loan and Security Agreement, secured by substantially all our assets.

The Third Amended Loan Agreement extended of the maturity date to March 2031, increases to the limits on permitted acquisitions, and a reduction of the covenant trigger threshold.

Borrowing availability under the facility is subject to a borrowing base calculation.

The financing arrangement also contains financial covenants, including a minimum debt service coverage ratio.

We were in compliance with all financial covenants as of April 30, 2026.

We recorded $ 258,000 of deferred financing costs, included in other assets on the consolidated balance sheet related to this amendment and are amortized over the term of the credit facility.

As of April 30, 2026, we had no borrowings outstanding on the revolving line of credit.

If we would have had borrowings on the revolving line of credit, the interest rate would have been 5.91 % at April 30, 2025, equal to SOFR plus the applicable margin.

Had there been borrowings outstanding under the revolving credit facility as of April 30, 2026, the applicable interest rate would have been 5.16 %, equal to SOFR plus the applicable margin.

As of April 30, 2025, we had no borrowings outstanding on the revolving line of credit.

During the year ended April 30, 2025, we bor

During the year ended April 30, 2026, we borrowed $ 9.1 million on our revolving line of credit for general business purposes.

Also, during the year ended April 30, 2026, we paid, in full, the $ 9.1 million of borrowings utilizing cash on hand.

As of April 30, 2026 and 2025, we had executed irrevocable standby letters of credit totaling $ 7.8 and $ 1.7 million, respectively, to collateralize duty drawback and customs bonds.

During the fiscal years ended April 30, 2026 and 2025, no amounts have been drawn on the letter of credit.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

rowed $ 7.0 million on our revolving line of credit for general business purposes.

Also, during the year ended April 30, 2025, we paid, in full, the $ 7.0 million of borrowings utilizing cash on hand.

As of April 30, 2025 and 2024, we had executed irrevocable standby letters of credit totaling $ 1.7 and $ 3.3 million, respectively, to collateralize duty drawback bonds.

During the fiscal years ended April 30, 2025 and 2024, no amounts have been drawn on the letter of credit.

Fair Value Measurement

We follow the provisions of ASC 820-10, Fair Value Measurements and Disclosures Topic, or ASC 820-10, for our financial assets and liabilities.

Certain nonfinancial assets, including assets held for sale, are measured at fair value on a nonrecurring basis when events or changes in circumstances indicate that the carrying value may not be recoverable or when classification as held for sale is appropriate.

ASC 820-10 provides a framework for measuring fair value under GAAP and requires expanded disclosures regarding fair value measurements.

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Cash and cash equivalents are reported at fair value based on market prices for identical assets in active markets, and therefore classified as Level 1 of the value hierarchy.

Our cash and cash equivalents, which are measured at fair value on a recurring basis, as of April 30, 2025 and 2024 which would be the maximum amount of loss subject to credit risk are as follows:

April 30, 2025 April 30, 2024

Cash and cash equivalents

$ 23,423 $ 29,698

Our cash and cash equivalents, which are measured at fair value on a recurring basis, as of April 30, 2026 and 2025, which would be the maximum amount of loss subject to credit risk.

Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets in which trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.

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These inputs reflect our assumptions about the assumptions a market participant would use in pricing the asset or liability.

We do not have any Level 3 financial assets or liabilities as of April 30, 2025 and 2024.

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The fair value of the Disposal Group as disclosed in Note 16 - Assets Held for Sale and the table below (in thousands), was determined using Level 3 inputs under the fair value hierarchy.

April 30, 2026 April 30, 2025

Cash and cash equivalents (Level 1) $ 21,436 $ 23,423

Assets held for sale (Level 3) 734 —

Self-Insurance Reserves

In the prior fiscal year, we transitioned to a self-insured group health insurance program.

Prior to this transition, we had fully guaranteed cost group health insurance programs.

We are now self-insured through retentions or deductibles with stop-loss insurance for medical claims that reach a certain limit per claim.

We are essentially self-insured through retentions or deductibles with stop-loss insurance for medical claims that reach a certain limit per claim.

We record our liability for estimated incurred losses based on historical claim data in the accompanying consolidated financial statements on an undiscounted basis.

While we believe these reserves to be adequate, it is possible that the ultimate liabilities will exceed such estimates.

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The following table summarizes the activity related to self-insurance reserves in the fiscal years ended April 30, 2026 and 2025 (in thousands):

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Treasury Stock

On September 30, 2022, our Board of Directors authorized the repurchase of up to $ 10.0 million of our common stock, subject to certain conditions, in the open market, in block purchases, or in privately negotiated transactions, executable through September 29, 2023.

On October 2, 2023, our Board of Directors authorized the repurchase of up to $ 10.0 million of our common stock, subject to certain conditions, in the open market, in block purchases, or in privately negotiated transactions.

This authorization expired on September 30, 2024.

On September 25, 2024, our Board of Directors approved a program to purchase of up to $ 10.0 million of our common stock, subject to certain conditions, in the open market, in block purchases, or in privately negotiated transactions.

This authorization expired on September 30, 2025.

On September 30, 2025, our Board of Directors approved a program to purchase up to $ 10.0 million of our common stock, subject to certain conditions, in the open market, in block purchases, or in privately negotiated transactions, commencing on October 1, 2025 and executable through September 30, 2026.

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The date of grant of an award is deemed to be the date upon which our Board of Directors or a committee thereof authorizes the granting of such award.

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Except in specific circumstances, grants generally vest over a period of three or four years for our executive officers and employees and vest monthly for our directors.

2 unchanged sentences

We recognized $ 3.1 million, $ 3.5 million, and $ 4.1 million, respectively, of stock-based compensation expense for the fiscal years ended April 30, 2026, 2025, and 2024.

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We grant RSUs to employees and directors.

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Awards that do not vest are forfeited.

We grant performance stock units, or PSUs, to our executive officers and certain other employees from time to time.

At the time of grant, we calculate the fair value of our PSUs using the Monte-Carlo simulation.

We incorporate the following variables into the valuation model:

We grant PSUs to our executive officers and certain other employees from time to time.

We granted PSUs to our executive officers in fiscal 2026 that include internal performance metrics and removed the calculation of the relative performance of our common stock against the Russell 2000, or RUT over the approximately three-year period.

These PSUs are earned and vest based on two internal performance metrics that include 1) a three-year average return on invested capital, or ROIC, and 2) a three-year cumulative Adjusted EBITDA.

The grant date fair value of the fiscal 2026 awards was estimated using the closing share price of our common stock on the date of grant.

The total quantity of PSUs eligible to vest under these awards range from zero to 200 % of the target based on actual average ROIC and cumulative Adjusted EBITDA performance during the performance period.

As such, the fiscal 2026 awards are subject to performance conditions and compensation cost is recognized over the service period based on the amount of awards that we believe is probable that will vest.

To the extent we estimate changes, we will recognize a cumulative catch up in subsequent reporting periods.

We assess the likelihood of achieving these performance conditions each quarter and adjust compensation expense accordingly.

For PSUs granted to our executive officers in the prior fiscal year, we calculated the fair value of our PSUs using the Monte-Carlo simulation .

We incorporated the following variables into the valuation model for the periods ended April 30, 2025 and April 30, 2024 (awards in our prior fiscal years):

For the years ended April 30,

2025 2024 2023

Grant date fair market value

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(d) We do not expect to pay dividends in the foreseeable future.

The PSUs vest, and the fair value of such PSUs will be recognized, over the corresponding three-year performance period.

The PSUs granted in the prior fiscal year vest, and the fair value of such PSUs will be recognized, over the corresponding three-year performance period.

Our PSUs have a maximum aggregate award equal to 200 % of the target unit amount granted.

3 unchanged sentences

During the fiscal year ended April 30, 2026, we granted an aggregate 227,413 service based RSUs, including 79,729 RSUs to executive officers and 147,648 to non-executive officer employees and directors under our 2020 Incentive Compensation Plan.

We granted an aggregate of 98,412 PSUs to our executive officers during fiscal 2025, which have a maximum aggregate award value of 152,502 shares.

During the fiscal year ended April 30, 2025, 23,987 PSUs were cancelled, at target, as a result of the performance condition not being met, and 26,270 RSUs were cancelled as a result of the service condition not being met.

In connection with the vesting of RSUs, during the fiscal year ended April 30, 2025, we delivered common stock to our employees, including our executive officers and directors with a total market value of $ 2.2 million.

We granted an aggregate of 79,729 PSUs to our executive officers during fiscal 2026, which have a

AMERICAN OUTDOOR BRANDS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

maximum aggregate award value of 159,458 shares.

In addition, in connection with a 2022 grant, we vested 52,277 market-condition PSUs (i.e., the target amount granted), which achieved 200 % of the maximum aggregate award possible, resulting in awards totaling 104,554 shared to certain of our executive officers during fiscal 2026.

During the fiscal year ended April 30, 2026, 12,663 RSUs were cancelled as a result of the service condition not being met.

In connection with the vesting of RSUs and PSUs, during the fiscal year ended April 30, 2026, we delivered common stock to our employees, including our executive officers and directors with a total market value of $ 3.5 million.

During the fiscal year ended April 30, 2025, we granted an aggregate of 278,764 service based RSUs, including 98,412 RSUs to executive officers and 180,352 RSUs to non-executive officer employees and directors under our 2020 Incentive Compensation Plan.

We granted an aggregate of 98,412 PSUs to our executive officers during fiscal 2025, which have a maximum aggregate award value of 152,502 shares.

In addition, in connection with a 2019 grant, we vested 94,354 PSUs (i.e., the target amount granted), which achieved 200 % of the maximum aggregate award possible, resulting in awards totaling — shares to certain of our executive officers and employees of our former parent.

During the fiscal year ended April 30, 2024, we cancelled 25,594 RSUs as a result of the service condition not being met.

During the fiscal year ended April 30, 2025, 23,987 PSUs were cancelled, at target, as the result of the performance condition not being met, and 26,270 RSUs as a result of the service condition not being met.

In connection with the vesting RSUs, during the fiscal year ended April 30, 2025, we delivered common stock to our employees, including executive officers and directors, with a total market value of $ 2.2 million.

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We granted an aggregate of 76,251 PSUs to our executive officers during fiscal 2024, which have a maximum aggregate award value of 152,502 shares.

In addition, in connection with a 2018 grant, we vested 7,200 PSUs (i.e., the target amount granted), which achieved 200 % of the maximum aggregate award possible, resulting in awards totaling 14,400 shares to certain of our executive officers and employees of our former parent that were granted as part of the Separation.

During the fiscal year ended April 30, 2023, we cancelled 14,390 RSUs, and — PSUs, as a result of the service condition not being met.

In addition, in connection with a 2018 grant, we vested 94,354 PSUs (i.e., the target amount granted), which achieved 200 % of the maximum aggregate award possible, resulting in awards totaling — shares to certain of our executive officers and other employees.

During the fiscal year ended April 30, 2024, we cancelled 25,594 RSUs as a result of the service condition not being met.

In connection with the vesting RSUs, during the fiscal year ended April 30, 2024, we delivered common stock to our employees, including executive officers and directors, with a total market value of $ 1.6 million.

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The option exercise price per share will equal 85 % of the lower of the fair market value on the first day of the offering period or the fair market value on the exercise date.

The maximum number of shares that a participant may purchase during any purchase period is the greater of 2,500 shares, or a total of $ 25,000 in shares, based on the fair market value on the first day of the offering period.

Our ESPP will remain in effect until the earliest of (a) the exercise date that participants become entitled to purchase a number of shares greater than the number of reserved shares available for purchase under our ESPP, (b) such date as is determined by our Board of Directors in its discretion,

AMERICAN OUTDOOR BRANDS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

or (c) the tenth anniversary of the effective date.

maximum number of shares that a participant may purchase during any purchase period is the greater of 2,500 shares, or a total of $ 25,000 in shares, based on the fair market value on the first day of the offering period.

In the event of certain corporate transactions, each option outstanding under our ESPP will be assumed or an equivalent option will be substituted by the successor corporation or a parent or subsidiary of such successor corporation.

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4.23 % 5.46 % - 5.53 %

Expected term 6 months 6 months - 12 months

6 months- 12 months

Expected term 6 months 6 months 6 months - 12 months

Expected volatility 44.7 % - 61.1 %

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Total income tax expense/(benefit) $ 45 $ 123 $ ( 70 )

The following table presents a reconciliation of the provision for income taxes from operations at statutory rates to the provision (benefit) in the consolidated financial statements (in thousands):

For the Years Ended April 30,

_____________________________________________________________________

Federal income taxes expected at the statutory rate (c) $ 10 $ ( 2,587 ) $ ( 2,577 )

(a) Fiscal Year 2025 federal current expense is net of $ 875,000 tax benefit of operating loss carryforwards.

(b) Fiscal Year 2025 state current expense is net of $ 95,000 tax benefit of operating loss carryforwards.

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the provision for income taxes at statutory rates to the provision reported in the consolidated financial statements for the period ended April 30, 2026, after the adoption of ASU 2023-09 is as follows (in thousands):

April 30, 2026

Amount Percent

U.S Federal Statutory Tax Rate $ ( 1,924 ) 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect (c) 36 ( 0.4 ) %

Foreign Tax Effects

Statutory tax rate Difference between China and United States ( 24 ) 0.3 %

Effects of Cross-Border Tax Laws

Global intangible low-tax income 20 ( 0.2 ) %

Research & Development Credits ( 151 ) 1.6 %

Changes in Valuation Allowances 1,565 ( 17.1 ) %

Nontaxable or Nondeductible Items

Stock Compensation ( 104 ) 1.1 %

Executive compensation limitation 550 ( 6.0 ) %

Other 77 ( 0.8 ) %

Effective Tax Rate 45 ( 0.5 ) %

The following table presents a reconciliation of the provision for income taxes from operations at statutory rates to the provision (benefit) in the consolidated financial statements as previously disclosed prior to the adoption of ASU 2023-09 (in thousands):

For the Years Ended April 30,

Federal income taxes expected at the statutory rate $ 10 $ ( 2,587 )

State income taxes, less federal income tax benefit 14 ( 132 )

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_____________________________________________________________________

(a) Federal current expense is net of $ 875,000 tax benefit of operating loss carryforwards.

(b) State current expense is net of $ 95,000 tax benefit of operating loss carryforwards.

income tax effect category.

AMERICAN OUTDOOR BRANDS, INC.

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Capitalized R&D 1,875 2,649

Assets held for sale 802 —

Other ( 108 ) ( 182 )

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Net deferred tax asset/(liability) — total $ — $ —

Cash paid for income taxes (net of refunds) by jurisdiction for the year ended April 30, 2026 as reported in the consolidated financial statements, after the adoption of ASU 2023-09 is as follows:

For the Year Ended April 30,

Jurisdiction (In thousands)

Cash paid for income taxes (net of refunds) exceeded five percent of total taxes paid (net of refunds) in the following states:

For the Year Ended April 30,

State (In thousands)

California $ ( 7 )

North Carolina 10

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash paid for income taxes (net of refunds), prior to the adoption of ASU 2023-09, was $ 100,000 and $( 978,000 ) for the years ended April 30, 2025 and 2024, respectively.

As of April 30, 2026, federal and state net operating loss, or NOL, carryforwards were $ 20.6 million and $ 12.2 million, respectively, and $ 533,000 of federal research & development tax credits.

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State NOL carryforwards of $ 7.7 million, which, if unused, will expire in years April 30, 2033 through April 30, 2056.

The remaining $ 900,000 of the state NOL carryforwards may also be carried forward indefinitely.

The remaining $ 4.5 million of the state NOL carryforwards may also be carried forward indefinitely.

As of April 30, 2026, we continued to maintain a full valuation allowance of $ 20.9 million against our net deferred income tax assets based on management's assessment that it was more likely than not that our deferred income tax assets will not be recovered.

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The income tax provisions (benefit) represent effective tax rates of ( 0.5 )%, 267.4 %, and 0.6 % for the fiscal years ended April 30, 2026, 2025, and 2024, respectively.

income taxes have not been provided on $ 400,000 of undistributed earnings of our foreign subsidiary since it is our intention to permanently reinvest such earnings offshore.

If the earnings were distributed in the form of dividends, we would not be subject to U.S.

tax as a result of the Tax Act but could be subject to foreign income and withholding taxes.

Determination of the amount of this unrecognized deferred income tax liability is not practical.

As of April 30, 2026 and 2025, we did not have any gross tax-effected unrecognized tax benefits.

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income tax audits by tax authorities for fiscal years subsequent to April 30, 2022.

On March 7, 2023, the Internal Revenue Service (“IRS”) initiated an examination of our Federal income tax return filed for the tax period ended April 30, 2022.

On January 10, 2024, we were notified from the IRS that they had concluded their examination.

As a result of their examination procedures, our tax liability was unchanged for the tax period under examination, and there was no impact to our consolidated financial statements.

AMERICAN OUTDOOR BRANDS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Commitments and Contingencies

For the fiscal years ended April 30, 2025, 2024, and 2023, we did not incur any material expenses in defense and administrative costs relative to product liability litigation.

In addition, we did not incur any settlement fees related to product liability cases in those fiscal years.

Employment Agreements — We have employment, severance, and change of control agreements with certain officers and managers.

Other Agreements — We have distribution agreements with various third parties in the ordinary course of business.

Employment Agreements — We have employment agreements with certain executive officers and managers that provide severance benefits upon qualifying terminations of employment, including termination without cause.

These benefits generally include salary continuation and certain continued welfare benefits, and may also include accelerated vesting of specified equity awards.

Certain agreements further provide enhanced benefits upon a qualifying termination following a change in control, including additional cash severance and accelerated vesting of outstanding equity awards.

The following summarizes our operating leases for office and/or manufacturing space:

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Yangjiang, China July 15, 2026

Shenzhen, China August 31, 2025

Chicopee, Massachusetts May 30, 2030

Phoenix, Arizona June 30, 2026

Shenzhen, China September 30, 2028

Columbia, Missouri November 26, 2038

Other Commitments

As of April 30, 2025, we have known purchase commitments of $ 30.1 million, which represent binding commitments to purchase raw materials, contract production, and finished products that are payable upon delivery of the inventory.

This obligation excludes the amount included in accounts payable at April 30, 2025 related to inventory purchases and will be payable within one year.

Other obligations represent other binding commitments for the expenditure of funds, including (i) amounts related to contracts not involving the purchase of inventories, such as the noncancelable portion of service or maintenance agreements for management information systems, (ii) capital spending, and (iii) advertising.

Gain Contingency

In 2018, the United States imposed additional section 301 tariffs of up to 25%, on certain goods imported from China.

These additional section 301 tariffs apply to our sourced products from China and have added additional cost to us.

We are utilizing the duty drawback mechanism to offset some of the direct impact of these tariffs, specifically on goods that we sold internationally.

We are accounting for duty drawbacks as a gain contingency and may record any such gain from a reimbursement in future periods if and when the contingency is resolved.

AMERICAN OUTDOOR BRANDS, INC.

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The measure of segment assets is reported on the accompanying consolidated balance sheet as total assets.

Subsequent Events

Subsequent to April 30, 2026, we received $ 2.9 million in cash related to its previously recorded IEEPA tariff refund receivable.

The receipt represented a portion of our total refund claim and was recorded as a reduction of the related refund receivable.

In addition, we also received an immaterial amount of interest associated with the refund payment.

We accounted for the underlying tariff refund claim as a recovery of previously paid tariff amounts.

However, any interest associated with the refund represents an amount in excess of previously remitted tariffs and therefore is not considered a recovery of previously incurred costs.

Accordingly, we evaluate potential interest recoveries and record interest as a gain contingency in accordance with ASC 450-30, Contingencies—Gain Contingencies.

We did not recognize any receivable related to potential interest as of April 30, 2026 because realization of such amounts had not occurred and the amount was not reasonably determinable.

Interest income, if any, is recorded and recognized when realized or realizable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures