5 unchanged sentences
It is possible that, as additional information becomes available, the impact on the Company of an adverse determination could have a different effect.
−Removed: See also Part II, Item 1A.
−Removed: “Risk Factors.”.
The Company is involved in various lawsuits arising from time to time that the Company considers ordinary routine litigation incidental to its business.
15 unchanged sentences
In January 2021, Black Diamond Equipment, Ltd.
−Removed: (“BDEL”) wrote to the U.S.
+Added: (“BDEL”) filed a Section 15(b) report with the U.S.
Consumer Product Safety Commission (“CPSC”) outlining its new cradle solution for certain models of its avalanche beacon transceivers to prevent such transceivers from switching unexpectedly out of “send” mode.
1 unchanged sentence
BDEL also requested approval for the CPSC Fast-Track Program for a voluntary product recall to implement this cradle solution.
−Removed: The CPSC approved the recall and entered into a Corrective Action Plan agreement with BDEL in
+Added: The CPSC approved the recall and entered into a Corrective Action Plan agreement
CLARUS CORPORATION
+Added: with BDEL in March 2021.
BDEL received a letter from the CPSC, dated October 28, 2021, stating that the CPSC is investigating whether BDEL has timely complied with the reporting requirements of Section 15(b) of the Consumer Protection Safety Act and related regulations regarding certain models of avalanche transceivers switching unexpectedly out of “send” mode.
6 unchanged sentences
By letters dated October 12, 2023 and December 18, 2023, respectively, BDEL was notified by the CPSC that the agency staff had concluded that BDEL failed to timely meet its statutory reporting obligations under the Consumer Product Safety Act with respect to certain models of avalanche transmitters distributed by BDEL switching unexpectedly out of “send” mode and certain models of avalanche transmitters distributed by BDEL not switching from “send” mode into “search” mode, that BDEL made a material misrepresentation in a report to the CPSC, and that the agency staff intends to recommend that the CPSC impose civil monetary penalties of $16,135,000 and $9,000,000, respectively, for the two matters described above.
−Removed: On November 20, 2023 and February 8, 2024, respectively, BDEL submitted a comprehensive response disputing the CPSC’s findings and conclusions in the October 12, 2023 and December 18, 2023 letters, including the amount of any potential penalties.
+Added: On November 20, 2023 and February 8, 2024, respectively, BDEL submitted a comprehensive response disputing the CPSC’s findings and conclusions, including the amount of any potential penalties.
The CPSC ultimately disagreed with our position and the agency voted to refer the matter to the U.S.
8 unchanged sentences
Walbrecht’s independent counsel responded to the CPSC, denying the allegations of its June 25, 2024 letter and rejecting its demand for a penalty.
−Removed: On January 23, 2025, the Company and BDEL were each served with grand jury subpoenas from the United States Department of Justice requiring the production of documents relating to avalanche transmitters distributed by BDEL.
−Removed: The Company and BDEL are cooperating with this investigation.
+Added: On January 23, 2025, in connection with a criminal investigation, the Company and BDEL were each served with grand jury subpoenas from the United States Department of Justice requiring the production of documents relating to avalanche transmitters distributed by BDEL.
+Added: The Company and BDEL are cooperating with the investigation and have produced all relevant documents.
+Added: The DOJ has sent letters to Mr.
+Added: Walbrecht and Rick Vance (BDEL’s former Director of Quality) advising them that they are targets in its investigation of possible criminal conduct.
+Added: The DOJ has since served two subpoenas upon a current and former employee of BDEL for grand jury testimony, as well as grand jury subpoenas for documents to an advisory entity and to the Company’s former public relations firm and asked to speak with the successor to Mr.
+Added: Vance’s position.
+Added: The Company’s Board of Directors has approved indemnity and payment of legal fees for current and former employees subpoenaed by the DOJ, in the same manner and subject to the same conditions described above for Mr.
On March 13, 2025, the Company received a letter from the CPSC requesting various categories of documents and information in connection with an investigation into whether BDEL sold products that were subject to a recall.
−Removed: The Company has cooperated with that investigation, substantially completed document production, and delivered a narrative explanatory letter to the CPSC on June 18, 2025.
−Removed: The Company has heard nothing further from the CPSC regarding the matters in the CPSC’s March 13, 2025 letter.
+Added: CLARUS CORPORATION
+Added: Company has cooperated with that investigation, substantially completed document production, and delivered a narrative explanatory letter to the CPSC on June 18, 2025.
+Added: On January 28, 2026, the CPSC closed its investigation into this specific matter without taking further action.
Based on currently available information, the Company believes an unfavorable outcome with the CPSC is probable, however, we cannot reasonably estimate on what terms this matter will be resolved with the CPSC or the U.S.
2 unchanged sentences
The Company does not have a better estimate of the loss;
−Removed: therefore the
−Removed: CLARUS CORPORATION
−Removed: low-end of the range was recorded as an accrued liability during the first quarter of 2024 and a corresponding expense is included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive (loss) income.
+Added: therefore the low-end of the range was recorded as an accrued liability during the first quarter of 2024 and a corresponding expense was included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive loss.
Any penalties imposed by the CPSC or other regulators, could be costly to us and could damage our business and reputation as well as have a material adverse effect on the Company’s liquidity, stock price, consolidated financial position, results of operations and/or cash flows.
−Removed: There have been no material changes in our risk factors from those disclosed in Part I, Item 1A.
−Removed: of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
+Added: Clarus Corporation v.
+Added: HAP Trading, LLC and Harsh A.
+Added: On September 23, 2022, the Company filed a lawsuit in the United States District Court for the Southern District of New York against HAP Trading, LLC and Harsh A.
+Added: Padia (“HAP Trading”), seeking disgorgement of profits from transactions in the Company’s common stock and related derivative securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended.
+Added: On March 14, 2025, the Court issued an Opinion and Order granting the defendants’ motion for summary judgment on the ground that they qualified for the market making exemption under Section 16(d) of the Exchange Act.
+Added: On April 11, 2025, the Company filed a timely Notice of Appeal and the appeal was argued before the United States Court of Appeals for the Second Circuit on February 12, 2026.
+Added: The Court of Appeals has invited the Securities and Exchange Commission (“SEC”) to submit an amicus curiae brief, but the SEC declined to do so.
+Added: We are currently waiting for the Court of Appeals to issue its decision.
+Added: Caption Management, LLC, et al.
+Added: / Clarus Corporation v.
+Added: Caption Management, LLC, et al.
+Added: On February 12, 2024, a stockholder of the Company filed a lawsuit against Caption Management LLC and related entities (“Caption Management”) in the United States District Court for the Southern District of New York, seeking disgorgement of short-swing profits for violations of Section 16(b) of the Securities Exchange Act of 1934.
+Added: The Company is named as a nominal defendant and any recovery in the case will inure to the benefit of the Company.
+Added: On March 8, 2024, the Company filed its own lawsuit against these same defendants for disgorgement of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.
+Added: On February 10, 2026, the Court granted the Company’s motion to dismiss the stockholder action without prejudice on the ground that it was duplicative of the Company’s direct action against the same defendants alleging the same Section 16(b) violations.
+Added: On February 24, 2026, the Company entered into a settlement agreement with Caption Management to resolve the Company’s claims.
+Added: Under the terms of the settlement agreement, Caption Management paid the Company an undisclosed sum in exchange for, among other things, mutual releases and dismissal of the claims with prejudice.
+Added: The settlement resolves the Company’s claims against Caption Management without any admission of liability or wrongdoing by any party.
+Added: On April 11, 2026, the stockholder’s attorney whose case was dismissed filed a lawsuit against the Company in the New York State Supreme Court seeking legal fees for his role in bringing an action against Caption.
+Added: The Company intends to defend that action and argue that any fees he may recover are limited to services performed prior to the Company’s direct action against Caption.
+Added: CLARUS CORPORATION
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.