What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 308 added, 132 removed, 444 unchanged (50% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

March 31, 2026

June 30, 2026

December 31, 2025

33 unchanged sentences

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

Three Months Ended

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Domestic sales

5 unchanged sentences

Transaction costs

Legal costs and regulatory matter expenses

Contingent consideration benefit

Legal and regulatory matter (benefit) costs

Impairment of indefinite-lived intangible assets

Total operating expenses

Operating income (loss)

Interest income, net

Total other income, net

Income (loss) before income tax

Income tax expense (benefit)

Net income (loss)

Other comprehensive income, net of tax:

Foreign currency translation adjustment

Unrealized loss on hedging activities

Other comprehensive income

Comprehensive income (loss)

Net income (loss) per share:

Weighted average shares outstanding:

See accompanying notes to condensed consolidated financial statements .

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

Six Months Ended

June 30, 2026

June 30, 2025

Domestic sales

International sales

Cost of goods sold

Operating expenses

Selling, general and administrative

Restructuring charges

Transaction costs

Contingent consideration benefit

Legal and regulatory matter costs

Impairment of indefinite-lived intangible assets

Total operating expenses

Operating loss

1 unchanged sentence

Total other income, net

Loss before income tax

Income (loss) before income tax

Income tax expense (benefit)

Net income (loss)

Other comprehensive income, net of tax:

2 unchanged sentences

Other comprehensive income

Comprehensive loss

Net loss per share:

Comprehensive income (loss)

Net income (loss) per share:

Weighted average shares outstanding:

3 unchanged sentences

(In thousands)

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

Cash Flows From Operating Activities:

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Amortization of other intangible assets

Impairment of indefinite-lived intangible assets

Accretion of notes payable

(Gain) loss on disposition of property and equipment

Loss on disposition of property and equipment

Noncash lease expense

Contingent consideration benefit

Stock-based compensation

7 unchanged sentences

Cash Flows From Investing Activities:

Purchase of business, net of cash acquired

Proceeds from disposition of property and equipment

13 unchanged sentences

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

Contingent consideration for business acquisitions

Purchases of property and equipment incurred but not paid

14 unchanged sentences

Balance, March 31, 2025

Other comprehensive income

Cash dividends ($ 0.025 per share)

Stock-based compensation expense

Balance, June 30, 2025

Treasury Stock

8 unchanged sentences

Balance, March 31, 2026

Other comprehensive income

Cash dividends ($ 0.025 per share)

Purchase of treasury stock

Stock-based compensation expense

Balance, June 30, 2026

See accompanying notes to condensed consolidated financial statements .

3 unchanged sentences

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and its subsidiaries (which may be collectively referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025, have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), instructions to the Quarterly Report on Form 10-Q, and Article 10 of Regulation S-X.

The accompanying unaudited condensed consolidated financial statements of Clarus Corporation and its subsidiaries (which may be collectively referred to as the “Company,” “Clarus,” “we,” “us” or “our”) as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025, have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), instructions to the Quarterly Report on Form 10-Q, and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments, except as otherwise disclosed) necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included.

The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be obtained for the year ending December 31, 2026.

The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be obtained for the year ending December 31, 2026.

These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026.

7 unchanged sentences

On July 11, 2025, the Company completed the sale of PIEPS, which was included in the Company’s Outdoor segment, to a private investment firm for a total purchase price of € 7,825 (approximately $ 9,124 ), including cash held at PIEPS of $ 1,311 , pursuant to the Share Purchase Agreement.

We determined that the sale of the PIEPS business does not represent a strategic shift that had or will have a major effect on the condensed consolidated statements of comprehensive loss, and therefore results were not classified as discontinued operations.

We determined that the sale of the PIEPS business does not represent a strategic shift that had or will have a major effect on the condensed consolidated statements of comprehensive income (loss), and therefore results were not classified as discontinued operations.

Use of Estimates

10 unchanged sentences

Restricted cash is recorded in Other long-term assets on the condensed consolidated balance sheets.

The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows as of March 31, 2026 and December 31, 2025.

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Total cash and restricted cash shown in the statements of cash flows

Changes in Laws and Regulations

In February 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs thereunder.

In April 2026, U.S.

Customs and Border Protection announced a new administrative process for importers to obtain refunds of certain tariffs imposed under IEEPA.

The Company has submitted eligible refund claims through the established refund process.

In the three months ended June 30, 2026, we recognized pre-tax benefits from tariff refunds received of $ 6,142 related to tariffs incurred in 2025 and 2026 at the Outdoor segment, all of which are recorded within Cost of goods sold in the condensed consolidated statements of comprehensive income (loss).

Recent Accounting Pronouncements

8 unchanged sentences

The Company is currently evaluating the enhanced disclosure requirements, however, it does not anticipate a material change to the consolidated financial statements.

Inventories, as of March 31, 2026 and December 31, 2025, were as follows:

March 31, 2026

On June 18, 2026, Clarus and its wholly-owned subsidiary, Rhino-Rack USA LLC, entered into an Asset Purchase Agreement (the “ONWRD Purchase Agreement”) with ONWRD LLC (“ONWRD”) and Jared Peterson, Skyler Pinnick, and Ryan Price, pursuant to which the Company acquired certain assets of ONWRD (the “ONWRD Acquisition”), including inventory, intellectual property, software, domain names and social media accounts.

The Company assumed

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

specified liabilities relating to the acquired assets, including obligations arising under certain assigned contracts from and after the closing of the ONWRD Acquisition on June 18, 2026.

Pursuant to the ONWRD Purchase Agreement, the purchase price paid and payable in connection with the ONWRD Acquisition includes (i) $ 375 paid in cash at closing, subject to adjustment as set forth in the ONWRD Purchase Agreement and (ii) additional contingent payments based on the achievement of specified net sales thresholds and royalty payments based on net sales of certain products (the “ONWRD Contingent Consideration”).

The Company estimated the initial fair value of the ONWRD Contingent Consideration to be $ 499 and recorded the related liabilities within accrued liabilities and other long-term liabilities.

See Note 9 for discussion regarding the valuation of the ONWRD Contingent Consideration as of June 30, 2026.

The ONWRD Acquisition was accounted for as a business combination.

The following table summarizes the preliminary acquisition-date fair value of the consideration transferred in the ONWRD Acquisition and its allocation to the assets acquired and liabilities assumed, each of which has been estimated at fair value.

The fair value estimates for the purchase price allocation for ONWRD are based on the Company’s best estimates and assumptions as of the reporting date and are considered preliminary.

The fair value measurements of identifiable assets and liabilities related to the ONWRD Acquisition are subject to change and the final purchase price allocation could be different from the amounts presented below.

We expect to finalize the valuations as soon as practicable, but not later than one year from the date of the ONWRD Acquisition.

There was no excess of consideration transferred over the assets acquired and liabilities assumed and no goodwill was recorded as a result of the ONWRD Acquisition.

June 18, 2026

Estimated Fair Value

Contingent consideration

Total purchase consideration

Assets acquired and liabilities assumed

Accounts receivable

Prepaid and other current assets

Other intangible assets

Accounts payable and accrued liabilities

Total liabilities

Net Book Value Acquired

The estimated fair value of inventory was recorded at expected sales price less cost to sell plus a reasonable profit margin for selling efforts.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

In connection with the ONWRD Acquisition, the Company acquired exclusive rights to all of ONWRD’s intangible assets.

$ 646 was assigned to the product technologies class of intangible assets, all of which were assigned an average useful life of three years .

No pre-existing relationships existed between the Company and ONWRD or the other parties to the ONWRD Purchase Agreement prior to the ONWRD Acquisition.

ONWRD revenue and operating income are included in the Adventure segment.

Total revenue and net income of ONWRD from the date of the ONWRD Acquisition to June 30, 2026 were not material to the Company’s consolidated financial statements.

Inventories, as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

December 31, 2025

2 unchanged sentences

Raw materials and supplies

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

PROPERTY AND EQUIPMENT

Property and equipment, net, as of March 31, 2026 and December 31, 2025, were as follows:

March 31, 2026

Property and equipment, net, as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

December 31, 2025

5 unchanged sentences

Less accumulated depreciation

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 987 and $ 883 , respectively.

Depreciation expense for the three months ended June 30, 2026 and 2025 was $ 1,000 and $ 877 , respectively, and for the six months ended June 30, 2026 and 2025 was $ 1,987 and $ 1,760 , respectively.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

GOODWILL AND INTANGIBLE ASSETS

Goodwill by segment as of March 31, 2026 and December 31, 2025 was as follows:

Goodwill by segment as of June 30, 2026 and December 31, 2025 was as follows:

Gross value of goodwill

1 unchanged sentence

Indefinite-Lived Intangible Assets

Trademarks classified as indefinite-lived intangible assets of $ 19,600 as of March 31, 2026 and December 31, 2025 were all related to the Black Diamond brand.

Trademarks classified as indefinite-lived intangible assets of $ 19,600 as of June 30, 2026 and December 31, 2025 were all related to the Black Diamond brand.

Other Intangible Assets, net

1 unchanged sentence

Gross balance at December 31, 2025

Increase due to ONWRD Acquisition

Impact of foreign currency exchange rates

Gross balance at March 31, 2026

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Other intangible assets, net of amortization as of March 31, 2026 and December 31, 2025, were as follows:

March 31, 2026

Gross balance at June 30, 2026

Other intangible assets, net of amortization as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

Accumulated Amortization

4 unchanged sentences

Non-compete agreements

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

December 31, 2025

4 unchanged sentences

Core technologies

Amortization expense for the three months ended March 31, 2026 and 2025, was $ 1,937 and $ 2,224 , respectively.

Future amortization expense for other intangible assets as of March 31, 2026 is as follows:

Amortization expense for the three months ended June 30, 2026 and 2025, was $ 1,906 and $ 2,213 , respectively, and for the six months ended June 30, 2026 and 2025 was $ 3,843 and $ 4,437 , respectively.

Future amortization expense for other intangible assets as of June 30, 2026 is as follows:

Years Ending December 31,

Amortization Expense

2026 (excluding the three months ended March 31, 2026)

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

2026 (excluding the six months ended June 30, 2026)

ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

Accrued liabilities as of March 31, 2026 and December 31, 2025, were as follows:

March 31, 2026

Accrued liabilities as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

December 31, 2025

10 unchanged sentences

Restructuring liabilities

Other long-term liabilities as of March 31, 2026 and December 31, 2025, were as follows:

March 31, 2026

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Other long-term liabilities as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

December 31, 2025

Long-term lease liabilities

Contingent consideration liabilities

The Company entered into a lease agreement for a warehouse and distribution facility located in Utah, which commenced on June 1, 2026 with an initial term of 7.6 years.

The Company classified this lease as an operating lease.

Upon commencement, the Company recognized an ROU asset of $ 6,263 and corresponding lease liability of $ 6,419 , measured using a discount rate of 6.65 %.

DERIVATIVE FINANCIAL INSTRUMENTS

4 unchanged sentences

The Company accounted for these contracts as cash flow hedges and tested effectiveness by determining whether changes in the expected cash flow of the derivative offset, within a range, changes in the expected cash flow of the hedged item.

The Company maintained no derivative contracts as of March 31, 2026.

The Company maintained no derivative contracts as of June 30, 2026.

The Company held the following contracts designated as hedging instruments as of December 31, 2025:

4 unchanged sentences

February 2026

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

For contracts that qualify as effective hedge instruments, the effective portion of gains and losses resulting from changes in fair value of the instruments are included in accumulated other comprehensive loss and reclassified to sales in the period the underlying hedged transaction is recognized in earnings.

Gains of $ 0 and $ 76 were reclassified to sales during the three months ended March 31, 2026 and 2025, respectively.

Gains (losses) of $ 0 and ($ 503 ) were reclassified to sales during the three months ended June 30, 2026 and 2025, respectively, and $ 0 and ($ 427 ) were reclassified to sales during the six months ended June 30, 2026 and 2025, respectively.

The following table presents the balance sheet classification and fair value of derivative instruments as of December 31, 2025:

4 unchanged sentences

Accrued liabilities

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss (“AOCI”) primarily consists of foreign currency translation adjustments and changes in our forward foreign exchange contracts.

The following table sets forth the changes in AOCI, net of tax, for the three months ended March 31, 2026:

The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2026:

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of December 31, 2025

Current period other comprehensive income

Balance as of March 31, 2026

The following table sets forth the changes in AOCI, net of tax, for the three months ended March 31, 2025:

Current period other comprehensive income

Balance as of June 30, 2026

The following table sets forth the changes in AOCI, net of tax, for the three months ended June 30, 2025:

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of December 31, 2024

Balance as of March 31, 2025

Other comprehensive income (loss) before reclassifications

1 unchanged sentence

Net current period other comprehensive income (loss)

Balance as of March 31, 2025

Balance as of June 30, 2025

The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2026:

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of December 31, 2025

Current period other comprehensive income

Balance as of June 30, 2026

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

There were no unrealized gains on cash flow hedges for foreign exchange contracts for the three months ended March 31, 2026.

The effects on net income of amounts reclassified from unrealized gains on cash flow hedges for foreign exchange contracts for the three months ended March 31, 2025, were as follows:

Gains reclassified from AOCI to the Consolidated Statements of Comprehensive Loss

The following table sets forth the changes in AOCI, net of tax, for the six months ended June 30, 2025:

Foreign Currency Translation Adjustments

Unrealized Gains (Losses) on Cash Flow Hedges

Balance as of December 31, 2024

Other comprehensive income (loss) before reclassifications

Amounts reclassified from other comprehensive income (loss)

Net current period other comprehensive income (loss)

Balance as of June 30, 2025

There were no unrealized gains on cash flow hedges for foreign exchange contracts for the three and six months ended June 30, 2026.

The effects on net income of amounts reclassified from unrealized gains on cash flow hedges for foreign exchange contracts for the three and six months ended June 30, 2025, were as follows:

Gains (losses) reclassified from AOCI to the Consolidated Statements of Comprehensive Income (Loss)

Affected line item in the Consolidated

Three Months Ended

Statements of Comprehensive Loss

March 31, 2025

Six Months Ended

Statements of Comprehensive Income (Loss)

June 30, 2025

Foreign exchange contracts:

Income tax expense

Income tax benefit

Amount reclassified, net of tax

Total reclassifications from AOCI

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

FAIR VALUE MEASUREMENTS

5 unchanged sentences

Items Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025 were as follows:

March 31, 2026

Assets and liabilities measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025 were as follows:

June 30, 2026

Contingent consideration liabilities

2 unchanged sentences

Contingent consideration liabilities

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Derivative financial instruments are recorded at fair value based on current market pricing models.

Pursuant to the purchase of ONWRD during the six months ended June 30, 2026, the purchase price paid and payable in connection with the ONWRD Acquisition includes the payment of additional contingent consideration based on the achievement of specified net sales thresholds and royalty payments based on net sales of certain products of up to $ 499 .

The Company estimated the initial fair value of the contingent consideration liabilities using an income approach method.

Significant unobservable inputs used in the valuation of contingent consideration liabilities related to the ONWRD Acquisition included a discount rate of 15.0 %.

Pursuant to the purchase of RockyMounts during the year ended December 31, 2024, the purchase price paid for the RockyMounts assets included the payment of additional contingent consideration of up to $ 2,000 in cash if certain net sales thresholds are met for the years ending December 31, 2025 and December 31, 2026, respectively.

1 unchanged sentence

Significant unobservable inputs used in the valuation of contingent consideration liabilities related to the acquisition of RockyMounts included a discount rate of 13.0 %.

Contingent consideration liabilities are subsequently remeasured at the estimated fair value at the end of each reporting period using financial projections of the acquired company, such as sales-based milestones and estimated probabilities of achievement, with the change in fair value recognized in contingent consideration benefit in the accompanying consolidated statements of comprehensive loss for such period.

Contingent consideration liabilities are subsequently remeasured at the

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

estimated fair value at the end of each reporting period using financial projections of the acquired company, such as sales-based milestones and estimated probabilities of achievement, with the change in fair value recognized in contingent consideration benefit in the accompanying consolidated statements of comprehensive income (loss) for such period.

We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements.

1 unchanged sentence

Balance at December 31, 2025

Increase due to ONWRD Acquisition

Fair value adjustments

Balance at March 31, 2026

Balance at June 30, 2026

As the contingent consideration liabilities are remeasured to fair value each reporting period, significant increases or decreases in projected sales, discount rates or the time until payment is made could have resulted in a significantly lower or higher fair value measurement.

Our determination of fair value of the contingent consideration liabilities could change in future periods based on our ongoing evaluation of these significant unobservable inputs.

The net sales threshold required for the payment of the 2025 portion of the RockyMounts contingent consideration was not met during the measurement period ended December 31, 2025.

As of June 30, 2026, the net sales threshold required for the payment of the 2026 portion of the RockyMounts contingent consideration is not expected to be met during the measurement period ending December 31, 2026.

STOCKHOLDERS’ EQUITY

1 unchanged sentence

The declaration and payment of future Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors.

On May 6, 2026 , the Company announced that its Board of Directors approved the payment on May 27, 2026 of the Quarterly Cash Dividend of $ 0.025 to the record holders of shares of the Company’s common stock as of the close of business on May 18, 2026 .

On August 5, 2026 , the Company announced that its Board of Directors approved the payment on August 26, 2026 of the Quarterly Cash Dividend of $ 0.025 to the record holders of shares of the Company’s common stock as of the close of business on August 17, 2026 .

EARNINGS (LOSS) PER SHARE

7 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Weighted average shares outstanding - basic

1 unchanged sentence

Weighted average shares outstanding - diluted

Net loss per share:

For the three months ended March 31, 2026 and 2025, equity awards of 4,533 and 4,265 , respectively, were excluded from the calculation of earnings (loss) per share for these periods as they were anti-dilutive.

Net income (loss) per share:

For the three months ended June 30, 2026 and 2025, equity awards of 4,550 and 4,644 , respectively, and for the six months ended June 30, 2026 and 2025, equity awards of 4,502 and 4,455 , respectively, were excluded from the calculation of earnings (loss) per share for these periods as they were anti-dilutive.

STOCK-BASED COMPENSATION PLAN

7 unchanged sentences

Unless earlier terminated as provided therein, the Amended and Restated 2015 Plan will terminate on the tenth (10th) anniversary of the effective date of the Amended and Restated 2015 Plan.

During the three months ended March 31, 2026, the Company did no t issue any stock options or restricted stock unit awards under the Amended and Restated 2015 Plan to directors and employees of the Company.

The total non-cash stock compensation expense related to grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted stock unit awards recorded by the Company for the three months ended March 31, 2026 and 2025 was $ 1,154 and $ 1,469 , respectively.

For the three months ended March 31, 2026 and 2025, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.

As of March 31, 2026, there were 50 unvested stock options and unrecognized compensation cost of $ 56 related to unvested stock options, as well as 1,000 unvested restricted stock unit awards and unrecognized compensation costs of $ 250 related to unvested restricted stock unit awards.

Options Granted:

During the six months ended June 30, 2026, the Company issued stock option awards for an aggregate of 80 shares of Common Stock under the Amended and Restated 2015 Plan to directors of the Company.

The 80 stock options shall vest and become exercisable within one year from the date of the grant.

All of the issued stock options expire ten years from the date of the grant.

For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

Options Granted During the Six Months Ended June 30, 2026

Number of options

Option vesting period

Grant price (per share)

Dividend yield

Expected volatility (a)

52.1 % - 52.2 %

Risk-free interest rate

4.21 % - 4.27 %

Expected life (years) (b)

Weighted average fair value (per share)

$ 1.25 - $ 1.30

(a) Expected volatility is based upon the Company’s historical volatility.

(b) The expected term was determined based upon the underlying terms of the awards and the category and employment history of employee award recipient.

The grant date fair value of the stock options granted during the six months ended June 30, 2026 was $ 101 , which will be recognized over the vesting period of the options.

During the six months ended June 30, 2026, the Company did no t issue any restricted stock unit awards under the Amended and Restated 2015 Plan to directors and employees of the Company.

The total non-cash stock compensation expense related to grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted stock unit awards recorded by the Company for the three months ended June 30, 2026 and 2025 was $ 268 and $ 1,555 , respectively, and for the six months ended June 30, 2026 and 2025 was $ 1,422 and $ 3,024 , respectively.

For the three and six months ended June 30, 2026 and 2025, the majority of stock-based compensation costs were classified as selling, general and administrative expenses.

As of June 30, 2026, there were 110 unvested stock options and unrecognized compensation cost of $ 139 related to unvested stock options, as well as 1,000 unvested restricted stock unit awards and unrecognized compensation costs of $ 0 related to unvested restricted stock unit awards.

RESTRUCTURING

Starting in 2023, the Company began incurring expenses to facilitate long-term sustainable growth through cost reduction actions, consisting of employee reductions, facility rationalization and contract termination costs.

During the three months ended March 31, 2026 and 2025, the Company incurred $ 853 and $ 173 , respectively, of restructuring charges related to these actions.

During the three months ended June 30, 2026 and 2025, the Company incurred $ 140 and $ 161 , respectively, and during the six months ended June 30, 2026 and 2025, the Company incurred $ 993 and $ 334 , respectively, of restructuring charges related to these actions.

The Company has incurred $ 7,131 of cumulative restructuring charges since the commencement of our restructuring actions in 2023.

The Company accrues for restructuring costs when they are probable and reasonably estimable.

Restructuring costs include severance costs, exit costs, and other restructuring costs and are included in Restructuring charges in the condensed consolidated statements of comprehensive loss.

Restructuring costs include severance costs, exit costs, and other restructuring costs and are included in Restructuring charges in the condensed consolidated statements of comprehensive income (loss).

Severance costs primarily consist of severance benefits through payroll continuation, conditional separation costs and employer tax liabilities, while exit costs primarily consist of lease exit and contract termination costs.

2 unchanged sentences

however, the Company cannot estimate the total amount expected to be incurred at this time as cost reduction actions continue to be evaluated.

The Company currently anticipates completing these restructuring activities in 2026;

The Company currently

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

anticipates completing these restructuring activities in 2026;

however, the timing and scope of these actions may change, and additional actions may be taken, depending on business conditions and other factors.

The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at March 31, 2026, which are included within accrued liabilities in the condensed consolidated balance sheets:

The following table summarizes the restructuring charges, payments and the remaining liabilities related to restructuring costs at June 30, 2026, which are included within accrued liabilities in the condensed consolidated balance sheets:

Balance at December 31, 2025

4 unchanged sentences

Cash payments

Balance at March 31, 2026

Balance at June 30, 2026

COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

3 unchanged sentences

Anticipated costs related to litigation matters are accrued when it is both probable that a liability has been incurred and the amount can be reasonably estimated.

Based on currently available information, the Company does not believe that it is reasonably possible that the disposition of any of the legal disputes the Company or its subsidiaries is currently involved in will have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows, except for the U.S.

Consumer Product Safety Commission (“CPSC”) and Department of Justice matters discussed below.

There is a reasonable possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying condensed consolidated balance sheets;

There is a possibility of loss from contingencies in excess of the amounts accrued by the Company in the accompanying condensed consolidated balance sheets;

however, the actual amounts of such possible losses cannot currently be reasonably estimated by the Company.

It is possible that, as additional information becomes available, the Company may subsequently determine that it may incur losses from such contingencies materially in excess of the amounts initially accrued by the Company which could have a material adverse effect on the Company’s liquidity,

See Part II, Item 1.

“Legal Proceedings.”

Legal expenses incurred in the ordinary course of business are included in selling, general, and administrative expenses in the consolidated statements of comprehensive income (loss) except as described below.

CLARUS CORPORATION

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(in thousands, except per share amounts)

stock price, consolidated financial position, results of operations and/or cash flows.

See Part II, Item 1.

“Legal Proceedings.”

Legal expenses incurred in the ordinary course of business are included in selling, general, and administrative expenses in the consolidated statements of comprehensive loss except as described below.

Consumer Product Safety Commission

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Pursuant to the Company’s by-laws, the Company has agreed to indemnify Mr.

Walbrecht and pay his legal fees in connection with the occurrences described above, and he has provided an

Walbrecht and pay his legal fees in connection with the occurrences described above, and he has provided an undertaking to the Company that the Company will be entitled to recover those expenses if it is ultimately determined that he was not entitled to indemnification.

On August 26, 2024, Mr.

Walbrecht’s independent counsel responded to the CPSC, denying the allegations of its June 25, 2024 letter and rejecting its demand for a penalty.

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

CLARUS CORPORATION

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(in thousands, except per share amounts)

undertaking to the Company that the Company will be entitled to recover those expenses if it is ultimately determined that he was not entitled to indemnification.

On August 26, 2024, Mr.

Walbrecht’s independent counsel responded to the CPSC, denying the allegations of its June 25, 2024 letter and rejecting its demand for a penalty.

The Company and BDEL are cooperating with the investigation and have produced all relevant documents.

The DOJ has sent letters to Mr.

transmitters distributed by BDEL.

The Company and BDEL cooperated with the investigation and produced all relevant documents.

The DOJ had sent letters to Mr.

Walbrecht and Rick Vance (BDEL’s former Director of Quality) advising them that they are targets in its investigation of possible criminal conduct.

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.

The DOJ also had 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.

Vance’s position.

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 June 4, 2026, the Company received a letter from the DOJ advising that based on information presently known to the government and the principles of federal prosecution, the DOJ has closed this investigation as to the Company and BDEL.

On the same date, Messrs.

Walbrecht and Vance received similar letters from the DOJ advising each of them that the DOJ had closed the investigation as to them.

The Company has not received any further correspondence from the CPSC relating to the above matters.

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.

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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.

Department of Justice.

During the year ended December 31, 2024, the Company recorded a liability of $ 2,500 representing the low end of the range of our estimated exposure.

The Company does not have a better estimate of the loss;

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.

We believe it is reasonably possible that a change in our ability to estimate the amount of loss could occur in the near term and that the change in the estimate could be material.

In addition, as this matter is ongoing, the Company is currently unable to predict its duration, resources required or outcome, or the impact it may have on the Company’s liquidity, financial condition, results of operations and/or cash flows.

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.

During the three months ended March 31, 2026 and 2025, the Company incurred legal expenses of $ 802 and $ 578 , respectively, in efforts to resolve this matter.

These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive loss.

During the three months ended June 30, 2026 and 2025, the Company incurred legal expenses of $ 1,104 and $ 1,150 , respectively, and during the six months ended June 30, 2026 and 2025, the Company incurred legal expenses of $ 1,906 and $ 1,728 , respectively, in connection with the above investigation.

These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive income (loss).

Clarus Corporation v.

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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.

The Court of Appeals has invited the Securities and Exchange Commission (“SEC”)

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

to submit an amicus curiae brief, but the SEC declined to do so.

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.

We are currently waiting for the Court of Appeals to issue its decision.

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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.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

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.

4 unchanged sentences

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.

During the three months ended March 31, 2026 and 2025, the Company incurred legal expenses of $ 577 and $ 47 , respectively, in the efforts to bring the cases against HAP Trading and Caption Management to trial.

These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive loss.

During the three months ended June 30, 2026 and 2025, the Company incurred legal expenses of $ 97 and $ 687 , respectively, and during the six months ended June 30, 2026 and 2025, the Company incurred legal expenses of $ 674 and $ 734 , respectively, in connection with the above cases.

These legal expenses are included in legal costs and regulatory matter expenses in the consolidated statements of comprehensive income (loss).

The Company’s U.S.

federal statutory tax rate is 21 % and its foreign operations have statutory tax rates of approximately 23 % in Austria, 28 % in New Zealand, and 30 % in Australia.

The difference between the Company’s estimated effective tax rate of - 7.3 % for the three months ended March 31, 2026, and the U.S.

The difference between the Company’s estimated effective tax rate of 0.5 % for the three months ended June 30, 2026, and the U.S.

federal statutory tax rate of 21 % was primarily due to the impact of jurisdictional losses in the U.S.

and Australia that presently do not provide future tax benefit.

The difference between the Company’s estimated effective tax rate of 14.7 % for the six months ended June 30, 2026, and the U.S.

federal statutory tax rate of 21 % was primarily due to the impact of jurisdictional losses in the U.S.

and Australia that presently do not provide future tax benefit.

As of December 31, 2025, the Company’s gross deferred tax asset was $ 40,300 .

The Company has recorded a valuation allowance of $ 29,315 , resulting in a net deferred tax asset of $ 10,985 , before deferred tax liabilities of $ 12,348 .

As of March 31, 2026 and December 31, 2025, the Company has provided a full valuation allowance against all of the U.S.

As of June 30, 2026 and December 31, 2025, the Company has provided a full valuation allowance against all of the U.S.

deferred tax assets because the ultimate realization of those assets did not meet the more-likely-than-not criteria.

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In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

and net operating loss and credit carryforwards expire.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss and credit carryforwards expire.

The estimates and judgments associated with the Company’s valuation allowance on deferred tax assets are considered critical due to the amount of deferred tax assets recorded by the Company on its consolidated balance sheets and the judgment required in determining the Company’s future taxable income.

3 unchanged sentences

All federal NOLs will have an indefinite carryforward period.

Federal research and experimentation credits have a limited carryforward period and will begin to expire in tax year 2033.

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

research and experimentation credits have a limited carryforward period and will begin to expire in tax year 2033.

In accordance with Section 382 and Section 383 of the Internal Revenue Code of 1986 (“Code”), utilization of the NOL and tax credit carryforwards may subject to limitations based on prior or future ownership changes.

24 unchanged sentences

Financial information for our segments, as well as revenue by geography, which the Company believes provides a meaningful depiction how the nature, timing and uncertainty of revenue are affected by economic factors, is as follows:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Domestic sales

3 unchanged sentences

Restructuring charges

Legal costs and regulatory matter expenses

Contingent consideration benefit

Legal and regulatory matter benefit

Segment operating income (loss)

Corporate costs

Interest income, net

Income before income tax

Three Months Ended June 30, 2025

Domestic sales

International sales

Cost of goods sold

Other inventory reserves

Selling, general and administrative

Restructuring charges

Transaction costs

Legal and regulatory matter costs

Impairment of indefinite-lived intangible assets

Segment operating loss

2 unchanged sentences

Loss before income tax

Three Months Ended March 31, 2025

CLARUS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except per share amounts)

Six Months Ended June 30, 2026

Domestic sales

1 unchanged sentence

Cost of goods sold

Selling, general and administrative

Restructuring charges

Contingent consideration benefit

Legal and regulatory matter benefit

Segment operating income (loss)

Corporate costs

Interest income, net

Income before income tax

Six Months Ended June 30, 2025

Domestic sales

International sales

Cost of goods sold

Inventory fair value of purchase accounting

Other inventory reserves

Selling, general and administrative

1 unchanged sentence

Transaction costs

Legal costs and regulatory matter expenses

Segment operating income (loss)

Legal and regulatory matter costs

Impairment of indefinite-lived intangible assets

Segment operating loss

Corporate costs

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(in thousands, except per share amounts)

Total assets by segment, as of March 31, 2026 and December 31, 2025, were as follows:

March 31, 2026

Total assets by segment, as of June 30, 2026 and December 31, 2025, were as follows:

June 30, 2026

December 31, 2025

1 unchanged sentence

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Capital expenditures:

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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-Q

Item 1. Financial Statements