Outdoor Holding Co

Outdoor Holding Company operates as the owner of the GunBroker Marketplace, a leading online marketplace dedicated to firearms, hunting, shooting and related products. The Marketplace supports a robust compliance framework through access to more than 32,000 ¹ active federally licensed firearms dealers who assist in the lawful transfer of regulated items. As of March 31, 2026, GunBroker had approximately 8.8 million ² registered users and averaged 4.43 million ³ daily listings, underscoring its scale and leadership position in the U.S. online marketplace for outdoor and shooting sports products.

The company operates in a highly competitive and evolving e-commerce landscape for firearms, shooting sports, and outdoor gear. Competitors named in the filing include peer-to-peer marketplaces, e-commerce-enabled dealers, manufacturers with direct-to-consumer capabilities such as Palmetto State Armory, Ammunition Depot, Vista Outdoors, and Freedom Munitions, as well as big box retailers and brick-and-mortar stores such as Sportsman’s Warehouse, Bass Pro Shops, Cabela’s, and Academy Sports. The company benefits from brand recognition within the outdoor and shooting sports market, supported by its focus on compliance, platform reliability, and user experience.

The company generates revenue from marketplace fees, which include marketplace revenue, marketplace service fee revenue, advertising campaign revenue and shipping revenue. The Marketplace does not hold any inventory, except for merchandise bearing its own branding, and instead facilitates transactions between third-party buyers and sellers. All transactions involving firearms are governed by federal and state laws and require the use of licensed firearms dealers to ensure legal compliance for transfer and delivery of regulated items.

The company operates through two reportable segments: the Ammunition segment and the Marketplace segment. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition components and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace, which supports the lawful sale of firearms, ammunition, and hunting/shooting accessories. During fiscal year 2026, the company implemented a range of platform enhancements including integration with the Master FFL platform in November 2025, deployment of a proprietary AI-powered listing tool in March 2026, expanded payment and escrow integrations, compliance and security updates including multi-factor authentication, and expansion of the Outdoor Analytics platform.

During the year ended March 31, 2025, the Board of Directors initiated a formal review of strategic alternatives, resulting in the decision to sell the Ammunition segment. On January 20, 2025, the company entered into an Asset Purchase Agreement with Olin Winchester, LLC for a gross purchase price of $75.0 million ⁴. The Transaction closed on April 18, 2025, with net proceeds after all adjustments totaling approximately $42.9 million ⁵. On April 21, 2025, the company changed its name from 'AMMO, Inc.' to 'Outdoor Holding Company'. In January 2026, the Board of Directors approved a share repurchase program authorizing the repurchase of up to $15.0 million ⁶ of common stock over a period of 12 months. During the fourth quarter of fiscal 2026, the company repurchased 513,925 ⁷ shares at an average price of $1.95 ⁸ per share. On May 21, 2025, the company entered into a Settlement Agreement resolving the Delaware Litigation, which included the issuance of a warrant to purchase 7.0 million ⁹ shares of common stock at an exercise price of $1.81 ¹⁰ per share, an unsecured promissory note of $12.0 million ¹¹ (Note 1) and an unsecured promissory note of $39.0 million ¹² (Note 2). On September 17, 2025, the company exercised the Prepayment Option on Note 2, issuing an Additional Warrant to purchase 13.0 million ¹³ shares of common stock at an exercise price of $1.00 ¹⁴ per share. On February 20, 2026, the company entered into a settlement agreement with DCP, paying $4.4 million ¹⁵ in full and final settlement. On December 15, 2025, the SEC instituted settled cease-and-desist proceedings that fully resolved the investigation without any civil penalty or monetary sanction.

For the fiscal year ended March 31, 2026, net revenues from continuing operations were $51,125,398 ¹⁶, compared to $49,401,547 ¹⁷ in the prior year. Gross profit was $44,600,961 ¹⁸ versus $42,933,516 ¹⁹ in the prior year. Loss from continuing operations was $4,945,592 ²⁰, compared to a loss of $65,221,463 ²¹ in the prior year. The company paid preferred dividends on its Series A Preferred Stock in the amount of $3.0 million ²² for each of the years ended March 31, 2026 and 2025.

The company's key strategic initiatives for fiscal year 2027 include: launching universal payment processing to facilitate electronic transactions, decrease transaction friction, increase gross merchandise value, improve the user experience with the use of AI, and accelerate user adoption; deploy capital opportunistically by repurchasing shares; further streamlining the business to increase operational efficiency and reduce operational costs; and implementing further user enhancements to the platform with new tools, analytics, and personalization features to deliver best-in-class buyer and seller experiences.

The company is focused on expanding market share, strengthening brand recognition, and increasing customer engagement by enhancing user experience and broadening merchandise and service offerings. The strategy includes leveraging proprietary marketplace data to identify potential trends and refine the business model. The company also evaluates targeted investments and applies disciplined capital allocation to support long-term growth. The company invested in a platform integration with Master FFL beginning in November 2025, which allows the company to provide platform users access to a larger network of FFL dealers, centralizing FFL dealer verification and compliance, and allowing streamlined firearm transfers through automatic verification of federally-licensed firearm dealers.

The company's technology teams utilize transaction and behavioral data to support ongoing development efforts, including personalized recommendations, marketing tools, and seller support services. These initiatives are intended to support scalability, compliance, and marketplace functionality. The company continues to advance its e-commerce platform in alignment with marketplace practices and operational needs, including continued investments in platform optimization, enhancements to listing tools, communication systems, image processing, performance, APIs, and analytics.

The company's marketing programs include targeted digital campaigns, social media engagement, email marketing, content development, and search engine optimization. The company also provides sellers with tools to enhance visibility and support conversion, including video-enabled listings, promotional tools, and customizable storefronts. These efforts are supported by advertising solutions such as banner placements, curated product showcases, and manufacturer partnerships.

As of June 15, 2026, the company had a total of 63 ²³ employees. Of these employees, 30 ²⁴ were in sales, marketing and customer service, 12 ²⁵ in software engineering, and 21 ²⁶ in various corporate and administrative functions. None of the employees are represented by a union. The company's workforce strategy emphasizes the attraction and retention of talent aligned with its mission of expanding its reach and relevance.

In January 2026, the Board of Directors approved a share repurchase program authorizing the repurchase of up to $15.0 million ²⁷ of shares of common stock from time to time for a period of 12 months. The timing and amount of any repurchases will depend on a variety of factors including market conditions, the trading price of common stock, financial performance, regulatory requirements, and other business considerations. The program does not obligate the company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time.

The company experiences moderate seasonality, with elevated sales activity typically occurring in the second half of the fiscal year, driven by the fall hunting season and year-end holidays. Year-over-year trends show consistent performance peaks in the third and fourth quarters, with comparatively softer demand in the spring and summer months. The company's operating results may be significantly impacted by unseasonable weather conditions.

The company operates in a highly regulated industry and is subject to numerous federal, state and local laws and regulations that affect its business, including those of the Bureau of Alcohol, Tobacco, Firearms and Explosives, the National Firearms Act of 1934, the Gun Control Act of 1968, the Arms Export Control Act of 1976, and provisions of the Internal Revenue Code of 1986 applicable to the Firearms and Ammunition Excise Tax. Changes in government policies and firearms legislation could adversely affect financial results. Several states including California, Colorado, Connecticut, Florida, Illinois, Maryland, Minnesota, New Jersey, New York, Oregon, Virginia and Washington have enacted laws and regulations more restrictive than federal laws that limit access to and sale of certain firearms and ammunition.

The company's business depends on its ability to attract and retain an active community of buyers and sellers on the GunBroker Marketplace, and if buyers or sellers do not maintain their level of activity, financial performance would be harmed. The company faces substantial competition from peer-to-peer marketplaces, e-commerce-enabled dealers, manufacturers with direct-to-consumer capabilities such as Palmetto State Armory and Freedom Munitions, and big box retailers such as Sportsman’s Warehouse and Bass Pro Shops. Changes in federal or state law that prohibit GunBroker from providing its facilitative auction platform services would have a direct substantial financial impact on operations. The company is subject to stringent and evolving data privacy and security obligations, and failure to comply could result in government enforcement actions, fines, and litigation. The company's recent platform enhancements, including the Master FFL integration and AI-powered listing tool, may not achieve their intended benefits and could introduce additional operational, technological, and regulatory risks. The company's share repurchase program authorizing up to $15.0 million ²⁸ of repurchases may not be fully executed and could affect the market price of common stock.

Management's message emphasizes the company's transformation following the sale of the Ammunition segment and the resolution of significant legal matters including the SEC investigation and the Delaware Litigation. The key strategic priorities for fiscal year 2027 are: launching universal payment processing to facilitate electronic transactions, decrease transaction friction, increase gross merchandise value, improve the user experience with the use of AI, and accelerate user adoption; deploying capital opportunistically by repurchasing shares; further streamlining the business to increase operational efficiency and reduce operational costs; and implementing further user enhancements to the platform with new tools, analytics, and personalization features. Management believes that the resolution of the SEC investigation eliminates a significant source of uncertainty and allows the company to focus on operating its business, enhancing its control environment, and pursuing its strategic objectives.