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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 6, 2025
CLARUS
CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-34767
(Commission File Number) |
58-1972600
(IRS Employer
Identification Number) |
2084
East 3900 South, Salt Lake City,
Utah
(Address of principal executive offices) |
84124
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 278-5552
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| |
¨ |
Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $.0001 per share |
|
CLAR |
|
NASDAQ
Global Select Market |
Item 2.02 Results of Operations and Financial Condition
On November 6, 2025, Clarus Corporation (the “Company”)
issued a press release announcing results for the third quarter ended September 30, 2025 (the “Press Release”). A copy of
the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated
herein by reference is a presentation regarding the Company’s financial results for the third quarter ended September 30, 2025 (the
“Presentation”).
The Press Release and/or the Presentation contains
the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and
related earnings (loss) per diluted share, (iii) earnings before interest, taxes, other income or expense, depreciation and amortization
(“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow (defined as net cash provided
by operating activities less capital expenditures). The Company believes that the presentation of certain non-GAAP measures, i.e.: (i)
adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and related earnings (loss) per
diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information
for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby
enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and
provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled
to comparable GAAP financial measures within the Press Release and the Presentation. We do not provide a reconciliation of the non-GAAP
guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2025 to net income for the fiscal year 2025, the most
comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable
effort, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. The Company cautions that non- GAAP measures should
be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes
that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures
used by other publicly traded companies.
The information in Item 2.02 of this Current Report
on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated November 6, 2025 (furnished only). |
| 99.2 |
|
Slide Presentation for Conference Call held on July 31, 2025
(furnished only). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline
XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 6, 2025
| |
CLARUS CORPORATION |
| |
|
| |
By: |
/s/ Michael J. Yates |
| |
Name: Michael J. Yates |
| |
Title: Chief Financial Officer |
