What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 164 added, 71 removed, 172 unchanged (58% of the section changed)

41 unchanged sentences

any material differences in the actual financial results of the Company’s past and future acquisitions and dispositions, including the impact of such transactions and any related recognition of impairment or other charges, such as the recent impairments recognized in the Outdoor and Adventure segments and the potential that we may be required to take additional write-downs or write-offs, restructuring charges, impairment charges, or other charges in the future, on the Company’s future earnings per share;

the Company’s review of strategic alternatives, including the timing and outcome of the review, whether the review results in any transaction or other strategic outcome, and the potential impact of the review on the Company’s business and operations;

the Company’s review of strategic alternatives, including the timing and outcome of the review, whether the review results in any transaction or other strategic outcome, whether and when the Company provides further updates, and the potential impact of the review on the Company’s business and operations;

and other risks and uncertainties set forth in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated herein by reference.

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to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR” on the NASDAQ stock exchange.

On August 21, 2017, the Company acquired Sierra Bullets, L.L.C.

On October 2, 2020, the Company completed the acquisition of certain assets and liabilities constituting the Barnes business (“Barnes”).

On July 1, 2021, the Company completed the acquisition of Australia-based Rhino-Rack Holdings Pty Ltd (“Rhino-Rack”).

On December 1, 2021, the

On December 1, 2021, the Company completed the acquisition of Australia-based MaxTrax Australia Pty Ltd

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

Company completed the acquisition of Australia-based MaxTrax Australia Pty Ltd (“MAXTRAX”).

On October 9, 2023, the Company completed the acquisition of Australia-based TRED Outdoors Pty Ltd.

On December 5, 2024, the Company completed the acquisition of certain assets and liabilities constituting the RockyMounts business (“RockyMounts”).

On February 29, 2024, the Company completed the sale of all of the equity associated with the Company’s Precision Sport segment, which was comprised of the Company’s subsidiaries Sierra Bullets, L.L.C.

(“Sierra”) and Barnes Bullets – Mona, LLC (“Barnes”), pursuant to a Purchase and Sale Agreement dated as of December 29, 2023.

On June 18, 2026, the Company completed the acquisition of certain assets and liabilities constituting the ONWRD business (“ONWRD”).

On May 8, 2025, BD European Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, entered into a Share Purchase and Transfer Agreement (the “Share Purchase Agreement”) to sell all of the issued and outstanding shares of Black Diamond Austria GmbH, together with its operating subsidiary, PIEPS GmbH (collectively, “PIEPS”).

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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.

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.

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Actual results could differ from these estimates.

There have been no significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2025.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

There have been no significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

1 unchanged sentence

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following presents a discussion of operations for the three months ended March 31, 2026, compared with the three months ended March 31, 2025.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following presents a discussion of operations for the three months ended June 30, 2026, compared with the three months ended June 30, 2025.

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 loss

Operating income (loss)

Interest income, net

Total other income, net

Loss before income tax

Income (loss) before income tax

Income tax expense (benefit)

Total sales increased $1,505, or 2.5%, to $61,938 during the three months ended March 31, 2026, compared to total sales of $60,433 during the three months ended March 31, 2025.

The increase in sales was attributable to an increase in sales at the Adventure and Outdoor segments of $956 and $549, respectively.

Net income (loss)

Total sales increased $909, or 1.6%, to $56,156 during the three months ended June 30, 2026, compared to total sales of $55,247 during the three months ended June 30, 2025.

The increase in sales was attributable to an increase in sales at the Outdoor segment of $3,115, partially offset by a decrease in sales at the Adventure segment of $2,206.

CLARUS CORPORATION

2 unchanged sentences

Sales in the Outdoor segment increased by $867 due to foreign exchange impact from the weakening of the U.S.

dollar primarily against the euro during the three months ended March 31, 2026, compared to the prior period.

dollar primarily against the euro during the three months ended June 30, 2026, compared to the prior period.

Sales in the Adventure segment increased by $1,022 due to foreign exchange impact from the weakening of the U.S.

dollar against the Australian dollar during the three months ended March 31, 2026, compared to the prior period.

Sales in the Adventure segment increased due to a favorable wholesale market in Australia for Rhino-Rack and MAXTRAX, partially offset by decreases in North America.

Sales in the Outdoor segment increased due to increases in global wholesale revenue of $2,936 and independent global distributor revenue of $286, partially offset by lower PIEPS revenue of $1,767 due to the sale of PIEPS in July 2025 and lower global direct-to-consumer revenue of $905, compared to the prior period.

Domestic sales increased $71, or 0.3%, to $24,880 during the three months ended March 31, 2026, compared to domestic sales of $24,809 during the three months ended March 31, 2025.

dollar against the Australian dollar during the three months ended June 30, 2026, compared to the prior period.

Sales in the Outdoor segment increased due to increases in global wholesale revenue of $2,709, independent global distributor revenue of $372, and global direct-to-consumer revenue of $228, partially offset by lower PIEPS revenue of $195 due to the sale of PIEPS in July 2025, compared to the prior period.

Sales in the Adventure segment decreased due to an unfavorable wholesale market in Australia and North America for Rhino-Rack and MAXTRAX.

Domestic sales decreased $202, or 0.8%, to $24,522 during the three months ended June 30, 2026, compared to domestic sales of $24,724 during the three months ended June 30, 2025.

The decrease in sales was attributable to a decrease in sales at the Adventure segment of $1,102, partially offset by an increase in sales at the Outdoor segment of $900.

International sales increased $1,111, or 3.6%, to $31,634 during the three months ended June 30, 2026, compared to international sales of $30,523 during the three months ended June 30, 2025.

The increase in sales was attributable to an increase in sales at the Outdoor segment of $2,214, partially offset by a decrease in sales at the Adventure segment of $1,103.

International sales increased $1,434, or 4.0%, to $37,058 during the three months ended March 31, 2026, compared to international sales of $35,624 during the three months ended March 31, 2025.

The increase in sales was attributable to an increase in sales at the Adventure segment of $1,764, partially offset by a decrease in sales at the Outdoor segment of $330.

Cost of Goods Sold

Cost of goods sold decreased $464, or 1.2%, to $39,175 during the three months ended March 31, 2026, compared to cost of goods sold of $39,639 during the three months ended March 31, 2025.

Gross profit increased $1,969, or 9.5%, to $22,763 during the three months ended March 31, 2026, compared to gross profit of $20,794 during the three months ended March 31, 2025.

Gross margin was 36.8% during the three months ended March 31, 2026, compared to a gross margin of 34.4% during the three months ended March 31, 2025.

Gross margin during the three months ended March 31, 2026, increased compared to the prior year as a result of higher volumes and a favorable product mix at both the Adventure and Outdoor segments.

Cost of goods sold decreased $6,883, or 19.4%, to $28,684 during the three months ended June 30, 2026, compared to cost of goods sold of $35,567 during the three months ended June 30, 2025.

During the three months ended June 30, 2026, the Outdoor segment received IEEPA tariff refunds of $6,142 which were recognized as a benefit to cost of goods sold and drove the significant decrease from the prior year.

The Company previously recognized amounts paid for such tariffs within cost of goods sold.

Gross profit increased $7,792, or 39.6%, to $27,472 during the three months ended June 30, 2026, compared to gross profit of $19,680 during the three months ended June 30, 2025.

Gross margin was 48.9% during the three months ended June 30, 2026, compared to a gross margin of 35.6% during the three months ended June 30, 2025.

Gross margin during the three months ended June 30, 2026, increased compared to the prior year as a result of receiving the IEEPA tariff refunds of $6,142, higher volumes and a favorable product mix at the Outdoor segment, as well as a favorable product mix at the Adventure segment.

These increases were partially offset by lower volume at the Adventure segment.

Selling, General and Administrative

Selling, general, and administrative expenses decreased $2,607, or 9.7%, to $24,303 during the three months ended June 30, 2026, compared to selling, general and administrative expenses of $26,910 during the three months ended June 30, 2025.

Selling, general and administrative expenses at the Adventure segment decreased by $605 primarily as a result of lower marketing, depreciation, amortization, and employee-related costs.

The Outdoor segment also experienced decreases of $420 primarily as a result of lower costs from PIEPS due to the sale in July 2025, partially offset by higher marketing expenses.

Additionally, Corporate costs decreased by $1,582 due to lower outside service and employee-related costs.

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Restructuring Charges

Restructuring charges were $140 during the three months ended June 30, 2026, compared to restructuring charges of $161 during the three months ended June 30, 2025.

The restructuring charges incurred during the three months ended June 30, 2026, relate to benefits provided to employees who were terminated due to the Company’s reduction-in-force as part of its continued realignment of resources within the organization.

Transaction Costs

Transaction costs decreased to $22 during the three months ended June 30, 2026, compared to transaction costs of $108 during the three months ended June 30, 2025, which consisted of expenses related to the Company’s various acquisition and disposal efforts.

Contingent Consideration Benefit

Contingent consideration benefit increased to $254 during the three months ended June 30, 2026, compared to a contingent consideration benefit of $0 during the three months ended June 30, 2025, which consisted of changes in the estimated fair value of contingent consideration liabilities associated with our acquisition of RockyMounts in 2024.

Legal and Regulatory Matter (Benefit) Costs

Legal and regulatory matter (benefit) costs changed by $3,136, or 170.7%, to a benefit of $1,299 during the three months ended June 30, 2026, compared to legal and regulatory matter costs of $1,837 during the three months ended June 30, 2025.

The benefit reflects the Company’s reversal of an accrued liability for the regulatory matter with the United States Consumer Product Safety Commission partially offset by expenses related to the Company’s specific legal matters.

See Note 14 to our condensed consolidated financial statements for financial information regarding specific legal matters.

Impairment of Indefinite-Lived Intangible Assets

Impairment of indefinite-lived intangible assets decreased to $0 during the three months ended June 30, 2026, compared to impairment of indefinite-lived intangible assets of $1,565 during the three months ended June 30, 2025.

Based on the results of the Company’s impairment analysis completed as of June 30, 2025, the Company determined that certain indefinite-lived intangible assets, specifically the PIEPS trademark, were impaired and recognized charges of $1,565 during the three months ended June 30, 2025.

Interest Income, net

Interest income, net decreased to $84 during the three months ended June 30, 2026, compared to interest income, net of $153 during the three months ended June 30, 2025.

The decrease in interest income recognized during the three months ended June 30, 2026, was due to lower interest rates on lower cash balances, compared to the prior period.

Other, net, changed by $1,391, or 93.8%, to $92 during the three months ended June 30, 2026, compared to other, net of $1,483 during the three months ended June 30, 2025.

The change in other, net, was primarily attributable to a decrease in remeasurement gains recognized on the Company’s foreign denominated accounts receivable and accounts payable and a decrease in miscellaneous gains.

The change was partially offset by a decrease in losses on mark-to-market adjustments on non-hedged foreign currency contracts during the three months ended June 30, 2026.

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Income tax expense (benefit) changed by $853, or 102.6%, to an expense of $22 during the three months ended June 30, 2026, compared to a benefit of $831 during the same period in 2025.

Our effective income tax rate was 0.5% for the three months ended June 30, 2026, and differed compared to the statutory tax rates primarily due to the impact of jurisdictional losses in the U.S.

and Australia that presently do not provide future tax benefit.

For the three months ended June 30, 2025, our effective income tax rate was a benefit of 9.0% and differed compared to the statutory tax rates primarily due to the impact of valuation allowance, stock compensation, and research and experimentation expenditures and credits.

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following presents a discussion of operations for the six months ended June 30, 2026, compared with the six months ended June 30, 2025.

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

Interest income, net

Total other income, net

Income (loss) before income tax

Income tax expense (benefit)

Net income (loss)

Total sales increased $2,414, or 2.1%, to $118,094 during the six months ended June 30, 2026, compared to total sales of $115,680 during the six months ended June 30, 2025.

The increase in sales was attributable to an increase in sales at the Outdoor segment of $3,664, partially offset by a decrease in sales at the Adventure segment of $1,250.

Sales in the Outdoor segment increased by $2,514 due to foreign exchange impact from the weakening of the U.S.

dollar primarily against the euro during the six months ended June 30, 2026, compared to the prior period.

Sales in the Adventure segment increased by $2,270 due to foreign exchange impact from the weakening of the U.S.

dollar against the Australian dollar during the six months ended June 30, 2026, compared to the prior period.

CLARUS CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS

(in thousands, except per share amounts)

Sales in the Outdoor segment increased due to increases in global wholesale revenue of $5,645 and independent global distributor revenue of $658, partially offset by lower PIEPS revenue of $1,962 due to the sale of PIEPS in July 2025 and lower global direct-to-consumer revenue of $677, compared to the prior period.

Sales in the Adventure segment decreased due to an unfavorable wholesale market in North America, partially offset by strength in the wholesale Australian market for Rhino-Rack and MAXTRAX during the first quarter of 2026.

Domestic sales decreased $131, or 0.3%, to $49,402 during the six months ended June 30, 2026, compared to domestic sales of $49,533 during the six months ended June 30, 2025.

The decrease in sales was attributable to a decrease in sales at the Adventure segment of $1,911, partially offset by an increase in sales at the Outdoor segment of $1,780.

International sales increased $2,545, or 3.8%, to $68,692 during the six months ended June 30, 2026, compared to international sales of $66,147 during the six months ended June 30, 2025.

The increase in sales was attributable to an increase in sales at the Outdoor and Adventure segments of $1,884 and $661, respectively.

Cost of Goods Sold

Cost of goods sold decreased $7,347, or 9.8%, to $67,859 during the six months ended June 30, 2026, compared to cost of goods sold of $75,206 during the six months ended June 30, 2025.

During the six months ended June 30, 2026, the Outdoor segment received IEEPA tariff refunds of $6,142 which were recognized as a benefit to cost of goods sold and drove the significant decrease from the prior year.

The Company previously recognized amounts paid for such tariffs within cost of goods sold.

Gross profit increased $9,761, or 24.1%, to $50,235 during the six months ended June 30, 2026, compared to gross profit of $40,474 during the six months ended June 30, 2025.

Gross margin was 42.5% during the six months ended June 30, 2026, compared to a gross margin of 35.0% during the six months ended June 30, 2025.

Gross margin during the six months ended June 30, 2026, increased compared to the prior year as a result of receiving the IEEPA tariff refunds of $6,142, higher volumes and a favorable product mix at the Outdoor segment, as well as a favorable product mix at the Adventure segment.

The volume increases at the Outdoor segment were partially offset by lower volumes due to the sale of PIEPS in July 2025.

Additionally, the overall increases were partially offset by lower volume at the Adventure segment.

Selling, General and Administrative

Selling, general, and administrative expenses decreased $39, or 0.1%, to $26,577 during the three months ended March 31, 2026, compared to selling, general and administrative expenses of $26,616 during the three months ended March 31, 2025.

Selling, general, and administrative expenses decreased $2,646, or 4.9%, to $50,880 during the six months ended June 30, 2026, compared to selling, general and administrative expenses of $53,526 during the six months ended June 30, 2025.

Selling, general and administrative expenses at the Adventure segment decreased by $1,050 primarily as a result of lower marketing, depreciation, amortization, and employee-related costs.

5 unchanged sentences

Restructuring Charges

Restructuring charges were $853 during the three months ended March 31, 2026, compared to restructuring charges of $173 during the three months ended March 31, 2025.

The restructuring charges incurred during the three months ended March 31, 2026, relate to benefits provided to employees who were terminated due to the Company’s reduction-in-force as part of its continued realignment of resources within the organization of $533 and athlete sponsorship contract termination costs of $320.

Restructuring charges were $993 during the six months ended June 30, 2026, compared to restructuring charges of $334 during the six months ended June 30, 2025.

The restructuring charges incurred during the six months ended June 30, 2026, relate to benefits provided to employees who were terminated due to the Company’s reduction-in-force as part of its continued realignment of resources within the organization of $673 and athlete sponsorship contract termination costs of $320.

Transaction Costs

Transaction costs decreased to $22 during the three months ended March 31, 2026, compared to transaction costs of $142 during the three months ended March 31, 2025, which consisted of expenses related to the Company’s various acquisition and disposal efforts.

Legal Costs and Regulatory Matter Expenses

Legal costs and regulatory matter expenses increased to $1,379 during the three months ended March 31, 2026, compared to legal costs and regulatory matter expenses of $625 during the three months ended March 31, 2025, which consisted of expenses related to the Company’s specific legal matters.

Transaction costs decreased to $44 during the six months ended June 30, 2026, compared to transaction costs of $250 during the six months ended June 30, 2025, which consisted of expenses related to the Company’s various acquisition and disposal efforts.

Contingent Consideration Benefit

Contingent consideration benefit increased to $254 during the six months ended June 30, 2026, compared to a contingent consideration benefit of $0 during the six months ended June 30, 2025, which consisted of changes in the estimated fair value of contingent consideration liabilities associated with our acquisition of RockyMounts in 2024.

Legal and Regulatory Matter Costs

Legal and regulatory matter costs decreased to $80 during the six months ended June 30, 2026, compared to legal and regulatory matter costs of $2,462 during the six months ended June 30, 2025, which consisted of expenses related to the Company’s specific legal matters.

The expenses during the six months ended June 30, 2026 were offset by the Company’s reversal of an accrued liability for the regulatory matter with the United States Consumer Product Safety Commission.

See Note 14 to our condensed consolidated financial statements for financial information regarding specific legal matters.

Impairment of Indefinite-Lived Intangible Assets

Impairment of indefinite-lived intangible assets decreased to $0 during the six months ended June 30, 2026, compared to impairment of indefinite-lived intangible assets of $1,565 during the six months ended June 30, 2025.

Interest Income, net

Interest income, net decreased to $88 during the three months ended March 31, 2026, compared to interest income, net of $257 during the three months ended March 31, 2025.

The decrease in interest income recognized during the three months ended March 31, 2026, was due to lower interest rates on lower cash balances, compared to the prior period.

Other, net, changed by $2,449, or 533.6%, to $2,908 during the three months ended March 31, 2026, compared to other, net of $459 during the three months ended March 31, 2025.

Interest income, net decreased to $172 during the six months ended June 30, 2026, compared to interest income, net of $410 during the six months ended June 30, 2025.

The decrease in interest income recognized during the six months ended June 30, 2026, was due to lower interest rates on lower cash balances, compared to the prior period.

Other, net, changed by $1,058, or 54.5%, to $3,000 during the six months ended June 30, 2026, compared to other, net of $1,942 during the six months ended June 30, 2025.

The change in other, net, was primarily attributable to miscellaneous gains related to the Company’s various legal matters and gains in mark-to-market adjustments on non-hedged foreign currency contracts.

The change was partially offset by a decrease in remeasurement gains recognized on the Company’s foreign denominated accounts receivable and accounts payable during the three months ended March 31, 2026.

Income tax expense (benefit) changed by $1,025, or 127.8%, to an expense of $223 during the three months ended March 31, 2026, compared to a benefit of $802 during the same period in 2025.

Our effective income tax rate was -7.3% for the three months ended March 31, 2026, and differed compared to the statutory tax rates primarily due to the impact of jurisdictional losses in the U.S.

and Australia that presently do not provide future tax benefit.

For the three months ended March 31, 2025, our effective income tax rate was a benefit of 13.3% and differed compared to the statutory tax rates primarily due to the impact of valuation allowance, stock compensation, and research and experimentation expenditures and credits.

The change was partially offset by a decrease in remeasurement gains recognized on the Company’s foreign denominated accounts receivable and accounts payable during the six months ended June 30, 2026.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

Income tax expense (benefit) changed by $1,878, or 115.0%, to an expense of $245 during the six months ended June 30, 2026, compared to a benefit of $1,633 during the same period in 2025.

Our effective income tax rate was 14.7% for the six months ended June 30, 2026, and differed compared to the statutory tax rates primarily due to the impact of jurisdictional losses in the U.S.

and Australia that presently do not provide future tax benefit.

For the six months ended June 30, 2025, our effective income tax rate was a benefit of 10.7% and differed compared to the statutory tax rates primarily due to the impact of valuation allowance, stock compensation, and research and experimentation expenditures and credits.

Liquidity and Capital Resources

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Our primary ongoing funding requirements are for working capital, expansion of our operations organically, and general corporate needs, as well as investing in the various brands.

2 unchanged sentences

Additionally, long-term contractual obligations are also currently expected to be funded from our current cash balances and cash from operations.

At March 31, 2026, we had total cash and restricted cash of $31,725, compared to total cash and restricted cash of $38,195 at December 31, 2025.

At March 31, 2026, the Company had $10,866 of the $31,725 in cash and restricted cash held by foreign entities, of which $9,475 is considered permanently reinvested.

The following presents a discussion of cash flows for the condensed consolidated three months ended March 31, 2026 compared with the condensed consolidated three months ended March 31, 2025.

Three Months Ended

March 31, 2026

March 31, 2025

At June 30, 2026, we had total cash and restricted cash of $30,857, compared to total cash and restricted cash of $38,195 at December 31, 2025.

At June 30, 2026, the Company had $7,901 of the $30,857 in cash and restricted cash held by foreign entities, of which $6,721 is considered permanently reinvested.

The following presents a discussion of cash flows for the condensed consolidated six months ended June 30, 2026 compared with the condensed consolidated six months ended June 30, 2025.

Six Months Ended

June 30, 2026

June 30, 2025

Net cash used in operating activities

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Net Cash From Operating Activities

Net cash used in operating activities was $4,133 during the three months ended March 31, 2026, compared to net cash used in operating activities of $2,073 during the three months ended March 31, 2025.

The change in net cash used in operating activities during 2026 is primarily due to an increase in cash outflows related to working capital compared to the same period in 2025.

These impacts were partially offset by a decrease in net loss and an increase in deferred income taxes compared to the same period in 2025.

Free cash flow, defined as net cash used in operating activities less capital expenditures, of $5,691 was used during the three months ended March 31, 2026 compared to $3,254 used during the same period in 2025.

The Company believes that the non-GAAP measure, free cash flow, provides an understanding of the capital required by the Company to expand its asset base.

A reconciliation of free cash flows to the nearest comparable GAAP financial measure is set forth below:

Three Months Ended

March 31, 2026

March 31, 2025

Net cash used in operating activities

Purchase of property and equipment

Free cash flow

Net cash used in operating activities was $2,393 during the six months ended June 30, 2026, compared to net cash used in operating activities of $11,497 during the six months ended June 30, 2025.

The change in net cash used in operating activities during 2026 is primarily due to an increase in net income and an increase in deferred income taxes compared to the same period in 2025.

These impacts were partially offset by a decrease in stock based compensation, a decrease in impairment of indefinite-lived intangible assets, and an increase in cash outflows related to working capital compared to the same period in 2025.

Free cash flow, defined as net cash used in operating activities less capital expenditures, of $5,055 was used during the six months ended June 30, 2026 compared to $14,541 used during the same period in 2025.

The Company believes that the

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

non-GAAP measure, free cash flow, provides an understanding of the capital required by the Company to expand its asset base.

A reconciliation of free cash flow to the most directly comparable GAAP financial measure is set forth below:

Six Months Ended

June 30, 2026

June 30, 2025

Net cash used in operating activities

Purchase of property and equipment

Free cash flow

Net Cash From Investing Activities

Net cash used in investing activities was $1,530 during the three months ended March 31, 2026, compared to net cash used in investing activities of $1,181 during the three months ended March 31, 2025.

The change in cash used in investing activities during the three months ended March 31, 2026 is primarily due to an increase in purchases of property and equipment compared to the same period in 2025.

Net cash used in investing activities was $3,009 during the six months ended June 30, 2026, compared to net cash used in investing activities of $2,990 during the six months ended June 30, 2025.

The change in cash used in investing activities during the six months ended June 30, 2026 is primarily due to an increase in outflows related to the purchase of businesses and a decrease in proceeds from the disposition of property and equipment compared to the same period in 2025.

These impacts were partially offset by a decrease in purchases of property and equipment compared to the same period in 2025.

Net Cash From Financing Activities

Net cash used in financing activities was $993 during the three months ended March 31, 2026, compared to net cash used in financing activities of $1,001 during the three months ended March 31, 2025.

The change in net cash used in financing activities during the three months ended March 31, 2026 is primarily due to a decrease in purchases of treasury stock compared to the same period in 2025.

Net cash used in financing activities was $2,401 during the six months ended June 30, 2026, compared to net cash used in financing activities of $1,962 during the six months ended June 30, 2025.

The change in net cash used in financing activities during the six months ended June 30, 2026 is primarily due to an increase in purchases of treasury stock compared to the same period in 2025.

Net Operating Loss

9 unchanged sentences

Credit Agreement

As of March 31, 2026, the Company maintained no credit facilities.

As of June 30, 2026, the Company maintained no credit facilities.

Off-Balance Sheet Arrangements

2 unchanged sentences

We also do not engage in energy, weather or other commodity-based contracts.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has not been any material change in the market risk disclosure contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

CLARUS CORPORATION

1 unchanged sentence

(in thousands, except per share amounts)

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has not been any material change in the market risk disclosure contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

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 2. Management’s Discussion and Analysis