Outdoor Holding raises buyback authorization to $35M
The revised authorization leaves purchases optional and preserves existing Rule 10b5-1 plans under their terms.
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Rhea-AI Filing Summary
Outdoor Holding Co (POWW) raised its aggregate common-stock repurchase authorization from $15.0 million to $35.0 million, an increase of $20.0 million, and extended the program six months, from January 4, 2027 through July 4, 2027. The $35.0 million authorization includes repurchases made since the program began.
As of September 30, 2026, the company had repurchased 3,975,951 shares for approximately $8.4 million, excluding commissions and fees. Purchases remain at management’s discretion and may be made through open-market purchases, privately negotiated transactions, other means, or one or more Rule 10b5-1 plans; timing, volume and value depend on market conditions, liquidity and capital needs, and other factors management considers relevant. The program does not require a specific number of purchases and may be modified, suspended or terminated by the board or management. The board also barred repurchases that violate Texas distribution limitations or impair the company’s ability to pay debts as they become due. Repurchases will be funded from cash balances, future operating cash flows or other legally available funds; existing Rule 10b5-1 plans remain in effect under their terms.
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Rule 10b5-1 trading plans regulatory
privately negotiated transactions financial
distribution limitations regulatory
trading window restrictions regulatory
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Does POWW's new repurchase authorization change existing Rule 10b5-1 plans?
What restrictions apply to POWW repurchases?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
1100 Circle 75 Pkwy, Suite 1300, Atlanta, GA 30339
(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 | ||
| The
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| The
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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 8.01 | Other Events |
On October 19, 2026, the Board of Directors (the “Board”) of Outdoor Holding Company (the “Company”) approved an amendment to the Company’s discretionary share repurchase program, originally authorized by the Board on January 4, 2026 (the “Repurchase Program”), to (i) increase the aggregate amount of the Company’s outstanding common stock that may be repurchased under the Repurchase Program from $15.0 million to $35.0 million and (ii) extend the term of the Repurchase Program by six months, from January 4, 2027 through July 4, 2027. The $35.0 million aggregate authorization is inclusive of all repurchases made under the Repurchase Program since its inception and represents an increase of $20.0 million over the prior authorization. As of September 30, 2026, the Company had repurchased 3,975,951 shares of its common stock for an aggregate of approximately $8.4 million under the Repurchase Program, excluding commissions and fees, and approximately $6.6 million remained available for repurchases under the prior authorization. Except as described above, the terms of the Repurchase Program are unchanged.
Repurchases under the Repurchase Program may be made from time to time, in management’s discretion, through open market purchases, privately negotiated transactions, and other means in accordance with federal securities laws, including pursuant to one or more Rule 10b5-1 trading plans. The timing, volume, and value of any repurchases will be determined by management based on market conditions, the Company’s liquidity and capital needs, and other factors deemed relevant. The Repurchase Program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board or management. Any Rule 10b5-1 trading plan in effect before the amendment remains in effect in accordance with its terms.
Any repurchases under the Repurchase Program will be funded from the Company’s existing cash balances, future operating cash flows, or other legally available funds. In connection with the Company’s redomestication to Texas, the Board also updated the Repurchase Program to prohibit repurchases that would violate the distribution limitations of the Texas Business Organizations Code or impair the Company’s ability to pay its debts as they become due. Repurchases will be conducted in accordance with the Company’s insider trading policy and applicable trading window restrictions.
A copy of the Company’s press release announcing the amendment to the Repurchase Program is attached as Exhibit 99.1 and incorporated herein by reference.
Cautionary Statement Concerning Forward-Looking Statements
Statements contained or incorporated by reference in this Current Report on Form 8-K that are not historical are considered “forward-looking statements” within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, among others, statements about the Company’s intent to repurchase shares of its common stock under the Repurchase Program, the timing, manner, price and amount of any such repurchases, the sources of funds for any such repurchases, the Company’s cash generation, balance sheet and capital allocation, the Company’s business strategy, plans, objectives, expectations and intentions, and other statements that are not historical facts. Instead, they are based only on Company management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, the Company’s ability to maintain and expand its e-commerce business, the Company’s ability to introduce new features on its e-commerce platform that match consumer preferences, the Company’s ability to retain and grow its customer base, the impact of lawsuits, including securities class action lawsuits, stockholder derivative suits and enforcement actions by regulatory authorities, the impact of adverse economic market conditions, including from social and political factors, market conditions and the trading price and liquidity of the Company’s common stock, the Company’s liquidity and capital needs, and the occurrence of any other event, change or other circumstances that could give rise to impacts on operating results. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2026, and additional disclosures the Company makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this report, and except as required by law, the Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Outdoor Holding Company, dated October 22, 2026 | |
| 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: October 22, 2026 | By: | /s/ Paul J. Kasowski |
| Paul J. Kasowski | ||
| Chief Financial Officer | ||
Exhibit 99.1
Outdoor Holding Company Increases Share Repurchase Authorization to $35 Million and Extends Program Through July 2027
Dallas,
Texas, October
As of September 30, 2026, the Company had repurchased approximately $8.4 million of its common stock under the program, excluding commissions and fees, leaving approximately $6.6 million available under the amended authorization. Except as described above, the terms of the program are unchanged.
“The Board’s decision to more than double the repurchase authorization reflects our confidence in the durability of GunBroker’s cash generation and our belief that our shares represent an attractive use of capital at current prices,” said Steve Urvan, Chairman, President and Chief Executive Officer of the Company. “We have been a consistent and disciplined buyer of our stock since the program launched in January, and the strength of our balance sheet allows us to continue returning capital to shareholders from free cash flow while preserving the ability to continue investing in the platform and preserving the flexibility to pursue strategic opportunities. Allocating capital to its highest and best use is central to how we run the Company.”
Repurchases under the program may be made from time to time, in management’s discretion and within the limits of the Board’s authorization, through a variety of methods, including open market purchases, privately negotiated transactions, and other means in accordance with federal securities laws, including pursuant to one or more Rule 10b5-1 trading plans. The timing, volume, and value of any repurchases will be determined based on factors including market conditions, the Company’s liquidity and capital needs, and other factors deemed relevant by management.
Repurchases will be funded from existing cash balances, future operating cash flows or other legally available funds and remain subject to applicable law, the Company’s insider trading policy, applicable trading-window restrictions, and debt covenants and other contractual restrictions. The Board’s authorization does not itself amend any existing Rule 10b5-1 trading plan. The program does not obligate the Company to repurchase any particular number of shares and may be modified, suspended, or terminated at any time at the discretion of the Board of Directors or management.
About Outdoor Holding Company
Outdoor Holding Company is the publicly traded parent and operator of GunBroker.com, the largest online marketplace dedicated to firearms, hunting, shooting and related products. Third-party sellers list items on the site and federal and state laws govern the sale of firearms and other restricted items. Firearms sold through the marketplace are transferred through federally licensed firearms dealers in accordance with applicable law. Launched in 1999, the GunBroker.com website is an informative, secure and safe way to buy and sell firearms, ammunition, shooting accessories and outdoor gear online. GunBroker promotes responsible ownership of guns and firearms. For more information, visit: www.gunbroker.com.
Cautionary Statement Concerning Forward-Looking Statements
Statements contained in this press release that are not historical are considered “forward-looking statements” within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, among others, statements about the Company’s intent to repurchase shares of its common stock under the share repurchase program, the timing, manner, price and amount of any such repurchases, the sources of funds for any such repurchases, the Company’s cash generation, balance sheet and capital allocation, the Company’s business strategy, plans, objectives, expectations and intentions, and other statements that are not historical facts. Instead, they are based only on Company management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, the Company’s ability to maintain and expand its e-commerce business, the Company’s ability to introduce new features on its e-commerce platform that match consumer preferences, the Company’s ability to retain and grow its customer base, the impact of lawsuits, including securities class action lawsuits, stockholder derivative suits and enforcement actions by regulatory authorities, the impact of adverse economic market conditions, including from social and political factors, market conditions and the trading price and liquidity of the Company’s common stock, the Company’s liquidity and capital needs, and the occurrence of any other event, change or other circumstances that could give rise to impacts on operating results. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, filed with the Securities and Exchange Commission (“SEC”) on June 22, 2026, and additional disclosures the Company makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and except as required by law, the Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contacts
For investors:
Darrow
Associates
Phone: (917) 886-9071
IR@outdoorholding.com
Source: Outdoor Holding Company