[Form 4] American Outdoor Brands, Inc. Insider Trading Activity

Rhea-AI Filing Summary

American Outdoor Brands, Inc. (AOUT) – Form 4 insider filing: President & CEO Brian Daniel Murphy reported several equity transactions dated 07/08/2025.

• Performance-right exercise (Code M): 82,150 common shares acquired at $0 cost stemming from a prior performance-based award tied to stock-price targets. Post-exercise common-share holding rose to 330,047.
• Tax-withholding sale (Code F): 36,187 shares sold at $10.17 per share to cover withholding obligations related to the vesting event; holding declined to 293,860.
• Restricted-stock unit grant (Code A): 48,860 RSUs awarded at no cost. They vest in three equal installments on 7 Jul 2026, 1 May 2027, and 1 May 2028. Common-share ownership after the grant is 342,720 shares.
• New performance-rights grant: 97,718 performance rights (maximum payout = 2× target) awarded, vesting on 7 Aug 2028 subject to cumulative adjusted EBITDA and average ROIC hurdles. Current derivative holding: 97,718 rights.

The combined activity results in a net increase of 94,823 common shares compared with the pre-transaction balance of roughly 247,897 shares. All transactions were executed under direct ownership; no indirect holdings were reported.

Investment view: The filing reflects routine equity-compensation events rather than open-market buying or selling. While the CEO’s net share position rose, the majority of shares came from vesting awards, and the sale was solely for tax purposes. The new performance-based grant aligns future compensation with operating metrics, but no immediate cash flow impact to AOUT is implied.

Positive

• Net increase of 94,823 common shares in the CEO’s direct ownership, marginally aligning executive interests with shareholders
• Performance-based grant of 97,718 rights tied to EBITDA and ROIC establishes longer-term value-creation incentives

Negative

• 36,187 shares sold at $10.17 to cover withholding slightly increases public float
• Potential future dilution from 97,718 new performance rights and 48,860 RSUs upon vesting

Insights

Equity Compensation Analyst

TL;DR: Routine vesting and new awards; CEO’s net stake up 95k shares, no open-market purchase, impact modest.

The Form 4 discloses standard executive-compensation mechanics. An 82,150-share performance award vested after price hurdles were met, increasing Brian Murphy’s direct holdings. The simultaneous sale of 36,187 shares at $10.17 merely settled payroll taxes, a common procedure that avoids out-of-pocket cash. A 48,860-share RSU grant and 97,718 new performance rights were issued, extending incentive alignment through FY2028 with metrics tied to adjusted EBITDA and ROIC. Because there is no discretionary open-market buying or large liquidity sale, the filing is neutral from an ownership-signal perspective. Dilution effects are immaterial relative to AOUT’s ~14 million share count, and the awards were previously expensed under ASC 718. Overall, the disclosure is not expected to move the stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Murphy Brian Daniel

(Last) (First) (Middle)

1800 NORTH ROUTE Z

(Street)

COLUMBIA MO 65202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Outdoor Brands, Inc. [ AOUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/08/2025		M		82,150	A	$0(1)	330,047	D
Common Stock	07/08/2025		F		36,187(2)	D	$10.17	293,860	D
Common Stock	07/08/2025		A		48,860(3)	A	$0	342,720	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Rights	(1)	07/08/2025		M			82,150	(1)	07/08/2025	Common Stock	82,150	(1)	0	D
Performance Rights	(4)	07/08/2025		A		97,718		(4)	07/08/2028	Common Stock	97,718	(4)	97,718	D

Explanation of Responses:

1. Each performance right represents a contingent right to receive one share of the Issuer's common stock. The performance rights vest based on stock price performance over a three-year performance period. The number of shares to be delivered is the maximum number of shares that may be delivered pursuant to the award.

2. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the settlement of performance rights.

3. One third of the restricted stock units shall vest and be delivered, net of withholding, on July 9, 2026, May 1, 2027, and May 1, 2028.

4. Each performance right represents a contingent right to receive one share of the issuer's stock. The performance rights vest based on cumulative adjusted EBITDA and average return on invested capital metrics over a three-year performance period. The number represents the maximum number of shares that may be delivered pursuant to the award, which is two times the target number of shares.

Remarks:

	/s/ Seth A. Christensen, as Attorney-in-Fact	07/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

How many AOUT shares did CEO Brian Murphy acquire on 07/08/2025?

He acquired 82,150 common shares through the exercise of performance rights at no cost.

Were any AOUT shares sold by the CEO?

Yes. 36,187 shares were sold at $10.17 solely to cover tax-withholding obligations.

What is the CEO’s new total shareholding in American Outdoor Brands?

After the reported transactions, he directly owns 342,720 common shares.

What new equity incentives were granted to the CEO?

He received 48,860 restricted-stock units and 97,718 performance rights with vesting linked to adjusted EBITDA and ROIC targets.

When will the newly granted RSUs vest?

One-third vests and delivers, net of withholding, on 07/09/2026, 05/01/2027, and 05/01/2028.

Does the filing indicate open-market purchasing?

No. All acquisitions were from option/award exercises; no open-market cash purchases were reported.