Outdoor Holding Company (POWW) resolves SEC investigation via settlement order

Rhea-AI Filing Summary

Outdoor Holding Company has resolved a previously disclosed U.S. Securities and Exchange Commission investigation through a settlement order dated December 15, 2025. The SEC did not impose a civil penalty under this settlement.

As part of the order, the company agreed to cease and desist from committing or causing any violations and any future violations of specified provisions of federal securities laws and related rules. The company also furnished a press release describing the settlement and filed the settlement order itself as exhibits to this report.

Insights

Regulatory and disclosure analyst

SEC investigation is fully resolved by settlement, with no civil penalty imposed.

Outdoor Holding Company reports that the SEC issued a settlement order on December 15, 2025, formally concluding a previously disclosed investigation. The order resolves the matter in its entirety, which removes an element of regulatory uncertainty that had been outstanding for the company.

Importantly, the disclosure states that the SEC did not impose a civil penalty in this settlement. However, the company agreed to a cease-and-desist commitment regarding specified provisions of federal securities laws and related rules, which highlights an ongoing obligation to adhere closely to those requirements.

The company furnished a press release and the settlement order as exhibits, which together provide the detailed terms of the resolution. Subsequent periodic reports may offer additional context on how the company maintains compliance with the cease-and-desist provisions over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 15, 2025

Outdoor Holding Company

(Exact name of registrant as specified in its charter)

Delaware		001-13101		30-0957912
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

1100 Circle 75 Pkwy. Suite 1300

Atlanta, GA 30156

(Address of principal executive offices)

(480) 947-0001

(Registrant’s telephone number, including area code)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		POWW		The Nasdaq Stock Market LLC (Nasdaq Capital Market)
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value		POWWP		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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. ☐

Item 7.01 Regulation FD Disclosure

On December 16, 2025, Outdoor Holding Company (the “Company”) issued a press release announcing that it has reached a settlement with the U.S. Securities and Exchange Commission (the “SEC”) to resolve the Company’s previously disclosed investigation. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On December 15, 2025, the SEC issued a settlement order that concludes and resolves, in its entirety, the previously disclosed SEC investigation. Under the terms of the settlement, the SEC did not impose a civil penalty, but the Company agreed to cease and desist from committing or causing any violations and any future violations of specified provisions of the federal securities laws and rules promulgated thereunder.

The settlement order is filed as Exhibit 99.2 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release Issued by Outdoor Holding Company, Dated December 16, 2025
99.2		Settlement Order, Dated as of December 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OUTDOOR HOLDING COMPANY
Dated: December 16, 2025	By:	/s/ Paul J. Kasowski
		Paul J. Kasowski
		Chief Financial Officer

FAQ

What SEC matter did Outdoor Holding Company (POWW) report on?

Outdoor Holding Company reported that it has reached a settlement with the U.S. Securities and Exchange Commission to resolve a previously disclosed SEC investigation. The settlement is reflected in a settlement order dated December 15, 2025.

Did Outdoor Holding Company (POWW) face a civil penalty in the SEC settlement?

No. The company states that under the terms of the settlement, the SEC did not impose a civil penalty. Instead, the resolution focuses on a cease-and-desist commitment tied to specified securities law provisions.

Is the SEC investigation of Outdoor Holding Company (POWW) now concluded?

Yes. The company discloses that the settlement order issued on December 15, 2025 concludes and resolves, in its entirety, the previously disclosed SEC investigation.

What obligations did Outdoor Holding Company (POWW) agree to in the settlement order?

The company agreed to cease and desist from committing or causing any violations and any future violations of specified provisions of the federal securities laws and the rules promulgated under those laws.

What exhibits related to the SEC settlement did Outdoor Holding Company (POWW) provide?

The company furnished a press release dated December 16, 2025 as Exhibit 99.1 and filed the SEC settlement order dated December 15, 2025 as Exhibit 99.2. It also included a cover page interactive data file as Exhibit 104.

How did Outdoor Holding Company (POWW) present the SEC settlement information in this report?

The company furnished the press release under Item 7.01 and noted that this information is not deemed filed for liability purposes under the Exchange Act, while incorporating the settlement order itself by reference as an exhibit.