AOUT

American Outdoor Brands, Inc.

NASDAQ · CONSUMER DISCRETIONARY · SPORTING & ATHLETIC GOODS, NEC

17.80

−0.08 −0.42%

USD · close Oct 21

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MKT CAP $224.6MP/E —DIV YIELD —FCF YIELD 8.54%REV TTM $198.1M −5.8%NET INCOME −$3.9MNET CASH —52W 6.36 – 18.06SEC XBRL · TTM TO Invalid Date

How AOUT rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

Text kept

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New in FY2026

These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
We have summarized our risk factors as follows: Risks Related to Our Business • We are dependent on the proper functioning of our critical facilities, our supply chain, and distribution networks as well as the financial stability of our customers. • We must continue to introduce new products that are successful in the marketplace. • We rely to a significant extent on outsourcing for a substantial portion of our production, and any interruptions in these arrangements could disrupt our ability to fill our customers’ orders. • Fluctuations in the costs and availability of finished products, components, and raw materials could affect our business and operating results. • Our business depends to a significant extent upon the brand recognition and reputation of our brands, and the failure to maintain or strengthen our brand recognition and reputation could have a material adverse effect on our business. • We often rely on third parties, including product sourcing intermediaries, independent sales representatives and agents, that act on our behalf. • Our operating results could be materially harmed if we are unable to forecast demand for our products accurately. • An inability to expand our e-commerce business could reduce our future growth. • We compete in highly competitive markets with numerous large and small competitors and with limited barriers to entry. • A substantial portion of our revenue depends on a small number of large customers. • Retail pricing decisions made by certain of our customers could negatively impact the pricing for our products in certain online marketplaces. • Changes in the retail industry and the markets for consumer products could negatively impact existing customer relationships and our operating results. • We may have difficulty collecting amounts owed to us. • We are subject to payment-related risks. • Our performance is influenced by a variety of economic, social, political, legislative, and regulatory factors. • Our revenue and profits depend upon the level of consumer spending, which is sensitive to global economic conditions and other factors. • We depend on our Missouri facility, which may not produce the benefits expected. • Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events. • Our business is subject to the risk of terrorism, cyberattacks, or failure of key information technology systems. • Acquisitions involve significant risks, and we may not be able to complete acquisitions that we desire to make in the future. • We may not achieve the desired results of future acquisitions and any acquisitions that we undertake in the future could be difficult to integrate, disrupt our business, dilute stockholder value, and harm our operations and operating results. • Seasonality, weather conditions, and periodic fluctuations, such as changes in customer ordering patterns, may cause our operating results to vary from quarter to quarter. • Our growth strategy may require significant additional funds, the amount of which will depend upon our working capital and general corporate needs. • We may issue a substantial amount of our common stock in the future, which could cause dilution to current investors and otherwise adversely affect our stock price. • The failure to manage our growth could adversely affect our operations. • Liability insurance is expensive and may be difficult to obtain. • Our Board of Directors may change significant corporate policies without stockholder approval. • We depend on key personnel, and our business may be harmed if we fail to retain and attract skilled management and other key personnel. • We are subject to extensive regulation and could incur fines, penalties, and other costs and liabilities under such requirements. • Our inability to protect our intellectual property or obtain the right to use intellectual property from third parties could impair our competitive advantage, reduce our sales, and increase our costs.
In addition, we may be subject to intellectual property claims, which could cause us to incur litigation costs and damages payments. • We may incur substantial expenses and devote significant resources in prosecuting others for their unauthorized use of our intellectual property rights. • We face risks relating to our international business that could adversely affect our business, operating results, and financial condition. • We face risks associated with international activities, including those related to compliance with the Foreign Corrupt Practices Act and other applicable anti-corruption legislation. • Increased protectionist tariffs and trade wars could further harm our business. • The dynamic tariff landscape may increase our operating costs and distract us from long-term plans. • Interruptions in the proper functioning of our information systems or other issues with our Enterprise Resource Planning systems could cause disruption to our operations. • We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results. • Breaches of our information systems could adversely affect our reputation, disrupt our operations, and result in increased costs and loss of revenue. • If our efforts to protect the security of personal information related to any of our customers, consumers, vendors, or employees are unsuccessful and unauthorized access to that personal information is obtained, or we experience a significant disruption in our computer systems or a cyber security breach, we could experience an adverse effect on our operations, we could be subject to costly government enforcement action and private litigation, and our reputation could suffer. • Our business involves the potential for product recalls, product liability, and other claims against us, which could affect our earnings and financial condition. • We produce or source and sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation. • Environmental laws and regulations may impact our business. • There are risks associated with the Trademark License Agreement. • We will have increased costs as a result of being a public company.
The ability of our suppliers to effectively satisfy our production requirements could also be impacted by their financial difficulty or damage to their operations caused by fire, pandemic, military actions, terrorist attack, natural disaster, or other events.
Fluctuations in the costs and availability of finished products, components, and raw materials could affect our business and operating results.
An outbreak or escalation of hostilities between the United States and a foreign power, or between foreign powers, including conflicts or heightened tensions in regions that are significant producers, processors, or transit routes for petroleum products, could result in a real or perceived shortage of petroleum, which may lead to an increase in the cost of energy generally as well as an increase in the cost of our raw materials, of which many are petroleum-based.
Furthermore, increased energy costs negatively affect our freight costs due to higher fuel prices.
Future limitations on the availability, transportation, distribution or consumption of petroleum products and/or an increase in energy costs for the operations of our third-party manufacturers and other vendors, could have a material adverse effect upon our business.
We rely on print and electronic media advertising, social media and digital marketing to increase consumer awareness of our brands to increase purchasing intent and conversation.
We also face a risk that these third parties could violate domestic or foreign laws, which could harm our reputation and put us at risk for prosecution in the United States or internationally.
We continue to enhance our direct-to-consumer e-commerce platform, but also rely on third party e-commerce websites to sell our products, which could lead to our e-commerce customers being able to have control over the pricing of our products.
The world’s largest e-commerce retailer accounted for 18.3% of our fiscal 2026 net sales through its very extensive customer base of end consumers.
Political and economic conditions abroad may result in a reduction of or inhibition of our growth in our sales in numerous foreign countries and our purchase of certain finished products and components from suppliers in certain countries in Asia and Europe, including China and, to a lesser extent, Taiwan, Thailand, Cambodia, Vietnam, the Philippines, and Myanmar.
The current political and economic environment is dynamic and uncertain, as the current U.S.
Administration has imposed, modified and paused tariffs, and granted exemptions from tariffs, on different countries and products multiple times recently.
Administration imposed a series of tariffs on nearly all U.S. trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”).
On February 20, 2026, the United States Supreme Court issued a ruling striking down tariffs previously imposed under IEEPA.
Immediately following the Supreme Court ruling, the U.S. government initiated new tariffs under Section 122 of the Trade Act (“Section 122 tariffs”) which have been in effect since February 24, 2026.
Court of International Trade (“CIT”) issued an order directing U.S.
Customs and Border Protection (“CBP”) to process refunds of certain IEEPA tariffs.
In April 2026, the CBP released a new system to process IEEPA tariff refunds, allowing importers to submit refund claims and we are pursuing refund claims.
We have recognized an IEEPA tariff refund receivable under the loss recovery accounting model, which was recorded in other current assets; recognized a benefit related to expected recoveries of previously paid IEEPA tariffs, which was recorded as a reduction of cost of goods sold; and reduced the carrying value of inventory on hand for tariffs previously capitalized as cost of inventory.
The ultimate timing and amount of recoveries remain subject to review and processing by governmental authorities and could be affected by future legal, regulatory, or administrative developments.
We cannot predict whether or when any refunds will be available, and the U.S.
Administration has indicated it intends to contest refund claims.
In addition, there continues to be uncertainty regarding existing and proposed tariff regimes, including the potential imposition, modification, suspension, or invalidation of tariffs under various statutory authorities.
For example, in response to the tariffs announced by the U.S., China and other countries have imposed or proposed additional tariffs on certain exports from the United States.
There is uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations, and tariffs.
U.S. and other country trade policies may change in the future, which could affect our revenue and profitability.
Any of these factors could depress economic activity and restrict our access to suppliers or customers, and could have a material adverse effect on our business, financial condition, and results of operations.
Interruptions in the proper functioning of our information systems or other issues with our Enterprise Resource Planning systems could cause disruption to our operations.
The use of these tools may introduce risks, including, but not limited to, errors or hallucinated outputs; bias; cybersecurity vulnerabilities; unauthorized disclosure of confidential information or personal data, intellectual property, or trade secrets; infringement allegations; and failures to comply with changing laws and regulations governing AI, privacy, consumer protection, and workplace practices.
We currently license the Smith & Wesson, M&P, and Performance Center trademarks.
We entered into a trademark license agreement on August 24, 2020, which was amended and restated on April 11, 2024 (as amended and restated, the “Trademark License Agreement”).
The Trademark License Agreement provides us with a limited, non-transferable, exclusive license to use certain trademarks for the sale of accessories, tools, and cutlery, which license allows us to sell Smith & Wesson, M&P, and Performance Center branded products on an exclusive basis.
The Trademark License Agreement requires us to pay royalties on a calendar quarterly basis.
The Trademark License Agreement permits the licensor to terminate the Trademark License Agreement and purchase the assets of the business line selling licensed products at any time commencing three years after the effective date.
We may have increased costs as a result of being a public company.
Laws and regulations applicable to public companies could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

and 1 more.

Gone since FY2025

We have summarized the below risk factors as follows: Risks Related to Our Business • We are dependent on the proper functioning of our critical facilities, our supply chain, and distribution networks as well as the financial stability of our customers. • We must continue to introduce new products that are successful in the marketplace. • We rely to a significant extent on outsourcing for a substantial portion of our production, and any interruptions in these arrangements could disrupt our ability to fill our customers’ orders. • The costs and availability of finished products, components, and raw materials could affect our business and operating results. • Our business depends to a significant extent upon the brand recognition and reputation of our brands, and the failure to maintain or strengthen our brand recognition and reputation could have a material adverse effect on our business. • We often rely on third parties, including product sourcing intermediaries, independent sales representatives and agents, that act on our behalf. • Our operating results could be materially harmed if we are unable to forecast demand for our products accurately. • An inability to expand our e-commerce business could reduce our future growth. • We compete in highly competitive markets with numerous large and small competitors and with limited barriers to entry. • A substantial portion of our revenue depends on a small number of large customers. • Retail pricing decisions made by certain of our customers could negatively impact the pricing for our products in certain online marketplaces. • Changes in the retail industry and the markets for consumer products could negatively impact existing customer relationships and our operating results. • We may have difficulty collecting amounts owed to us. • We are subject to payment-related risks. • Our performance is influenced by a variety of economic, social, political, legislative, and regulatory factors. • Our revenue and profits depend upon the level of consumer spending, which is sensitive to global economic conditions and other factors. • We depend on our Missouri facility, which may not produce the benefits expected. • Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events. • Our business is subject to the risk of terrorism, cyberattacks, or failure of key information technology systems. • Acquisitions involve significant risks, and we may not be able to complete acquisitions that we desire to make in the future. • We may not achieve the desired results of future acquisitions and any acquisitions that we undertake in the future could be difficult to integrate, disrupt our business, dilute stockholder value, and harm our operations and operating results. • Seasonality, weather conditions, and periodic fluctuations, such as changes in customer ordering patterns, may cause our operating results to vary from quarter to quarter. • Our growth strategy may require significant additional funds, the amount of which will depend upon our working capital and general corporate needs. • We may issue a substantial amount of our common stock in the future, which could cause dilution to current investors and otherwise adversely affect our stock price. • The failure to manage our growth could adversely affect our operations. • Liability insurance is expensive and may be difficult to obtain. • Our Board of Directors may change significant corporate policies without stockholder approval. • We depend on key personnel, and our business may be harmed if we fail to retain and attract skilled management and other key personnel. • We are subject to extensive regulation and could incur fines, penalties, and other costs and liabilities under such requirements. • Our inability to protect our intellectual property or obtain the right to use intellectual property from third parties could impair our competitive advantage, reduce our sales, and increase our costs.
In addition, we may be subject to intellectual property claims, which could cause us to incur litigation costs and damages payments. • We may incur substantial expenses and devote significant resources in prosecuting others for their unauthorized use of our intellectual property rights. • We face risks relating to our international business that could adversely affect our business, operating results, and financial condition. • We face risks associated with international activities, including those related to compliance with the Foreign Corrupt Practices Act and other applicable anti-corruption legislation. • Increased protectionist tariffs and trade wars could further harm our business. • The dynamic tariff landscape may increase our operating costs and distract us from long-term plans. • Interruptions in the proper functioning of our information systems or other issues with our ERP systems could cause disruption to our operations. • We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results. • Breaches of our information systems could adversely affect our reputation, disrupt our operations, and result in increased costs and loss of revenue. • If our efforts to protect the security of personal information related to any of our customers, consumers, vendors, or employees are unsuccessful and unauthorized access to that personal information is obtained, or we experience a significant disruption in our computer systems or a cyber security breach, we could experience an adverse effect on our operations, we could be subject to costly government enforcement action and private litigation, and our reputation could suffer. • Our business involves the potential for product recalls, product liability, and other claims against us, which could affect our earnings and financial condition. • We produce or source and sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation. • Environmental laws and regulations may impact our business. • There are risks associated with the Trademark License Agreement with our former parent company.
Risks related to Us as a Public Company • We are an “emerging growth company” under the JOBS Act, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors. • We will have increased costs as a result of being a public company. • If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or prevent or detect fraud, which would have a material adverse effect on our business or the market price of our securities.
The ability of our suppliers to effectively satisfy our production requirements could also be impacted by their financial difficulty or damage to their operations caused by fire, pandemic, terrorist attack, natural disaster, or other events.
The costs and availability of finished products, components, and raw materials could affect our business and operating results.
Historically, we have relied on print and electronic media advertising to increase consumer awareness of our brands to increase purchasing intent and conversation.
We anticipate that we will increasingly rely on other forms of media advertising, including social media and digital marketing.
We also face a risk that these third parties could violate domestic or foreign laws, which could put us at risk for prosecution in the United States or internationally.
We recently developed and continue to enhance our direct-to-consumer e-commerce platform, but rely to an extent on third party e-commerce websites to sell our products, which could lead to our e-commerce customers being able to have control over the pricing of our products.
The world’s largest e-commerce retailer accounted for 20.3% of our fiscal 2025 net sales through its very extensive customer base of end consumers.
Political and economic conditions abroad may result in a reduction of or inhibition of our growth in our sales in numerous foreign countries and our purchase of certain finished products and components from suppliers in certain countries in Asia and Europe, including China and, to a lesser extent, Taiwan, Vietnam, the Philippines, and Myanmar.
The current political and economic environment is dynamic and uncertain, as the current U.S. administration has imposed, modified and paused tariffs, and granted exemptions from tariffs, on different countries and products multiple times recently.
Interruptions in the proper functioning of our information systems or other issues with our ERP systems could cause disruption to our operations.
Environmental laws and regulations may impact our business.
We are subject to numerous federal, state, and local laws that regulate or otherwise relate to the protection of the environment.
In our efforts to satisfy our environmental, health, and safety responsibilities and to comply with all applicable laws and regulations, we maintain policies relating to the environmental, health, and safety standards for our operations and conduct programs to monitor compliance with various environmental regulations.
However, in the normal course of our operations, we may become subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment.
We believe, based on the information available to us, that we are in substantial compliance with applicable environmental regulations.
We could have contamination on the properties we lease and our operations could cause contamination in the future.
As a result, we could incur costs to clean up contamination.
Furthermore, we could be subject to future environmental, health, and safety compliance requirements or of the cost of resolution of future regulatory proceedings and claims.
Additional or changing environmental health and safety regulation may become burdensome in the future, and any such development could have an adverse effect on us.
We currently license the Smith & Wesson, M&P, and Performance Center trademarks from our former parent company.
We entered into a trademark license agreement with our former parent company on August 24, 2020, which was amended and restated on April 11, 2024 (as amended and restated, the “Trademark License Agreement”).
The Trademark License Agreement provides us with a limited, non-transferable, exclusive license to use certain our former parent company trademarks for the sale of accessories, tools, and cutlery, which license allows us to continue selling all our former parent company branded products that we are currently selling on an exclusive basis.
The Trademark License Agreement requires us to pay royalties to our former parent company on a calendar quarterly basis.
The Trademark License Agreement permits our former parent company to terminate the Trademark License Agreement and purchase the assets of the business line selling licensed products at any time commencing three years after the effective date.
If the Trademark License Agreement with our former parent company is not renewed after the Initial Term as a result of our failure to meet the performance metric, we may not be able to use certain of our former parent company trademarks in connection with our business, including on our products or promotional materials.
The market price of our common stock has fluctuated, and may continue to fluctuate, significantly as a result of a number of factors, including but not limited to the following: • fluctuations in our quarterly or annual earnings results or those of other companies in our industry; • failures of our operating results to meet the estimates of securities analysts or the expectations of our stockholders; • changes by securities analysts in their estimates of our future earnings; • changes in market valuations or earnings of other companies in our industry; • introductions of new products by us or our competitors; • announcements by us or our customers, suppliers, or competitors; • factors relating to our suppliers, customers, or competitors; • consumer spending patterns; • changes in laws or regulations that adversely or are perceived to adversely affect our industry or us; • general economic, social, political, industry, and stock market conditions; • future significant sales of our common stock by our stockholders or the perception in the market of such sales; • government policies and recommendations, including tariffs; • future issuances of our common stock by us; • the size of the public float of our common stock; and • the other factors described in these “Risk Factors” and elsewhere in this information statement.
Risks Related to Us as a Public Company We are an “emerging growth company” under the JOBS Act, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we currently intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our registration statements, periodic reports, and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We will cease to be an emerging growth company upon the earliest to occur of the following: (i) the last day of the fiscal year following the fifth anniversary of the Separation; (ii) the last day of the fiscal year with at least $1.07 billion in annual revenue; (iii) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which means that we have been public for at least 12 months, have filed at least one annual report, and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our then-most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1 billion of non-convertible debt during the prior three-year period.
We will cease to be an emerging growth company on April 30, 2026, or our next fiscal year, which is the fiscal year following the fifth anniversary of the Separation.
We cannot predict if investors will find our common stock less attractive if we choose to rely on exemptions from certain disclosure requirements.
If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.
Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.” We will have increased costs as a result of being a public company.
We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costlier.
These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
After we are no longer an “emerging growth company” in our next fiscal year, we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed large accelerated filers, including complying with the auditor attestation requirements of Section 404 of Sarbanes-Oxley.

and 9 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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