Smith & Wesson buys Savage for $42.4M cash and shares
The seller’s lock-up expires in three equal installments 90, 240 and 360 days after closing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Smith & Wesson Brands, Inc. (SWBI) completed its acquisition of Savage through a merger, issuing the seller 8,993,968 shares and paying $42.4 million in cash at closing. The shares equaled 19.99% of common shares outstanding immediately before the first merger and were valued at a reference price of $13.62 per share. Aggregate consideration was determined by reference to an adjusted transaction value of approximately $164.9 million, compared with a $160.0 million base transaction value; amounts remain subject to a post-closing adjustment settled in cash.
Savage had $160 million in TTM revenue as of September 2026, and the company’s transaction presentation projected annualized EPS accretion of $0.07 per share before synergies and expected $0.10 per share after synergies. Immediately after closing, SWBI appointed seller designee Michael D. Fertitta, a Managing Director of JDH Capital Company, to its board and Nominations and Corporate Governance Committee. Savarms, L.P. received board-nomination and registration rights; SWBI agreed to use commercially reasonable efforts to file a resale shelf registration statement within 60 days after closing.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Savage acquisition: $160 million TTM revenue; annualized EPS accretion of $0.07 per share projected before synergies.
Negative
- Major pointEquity consideration issued: 8,993,968 shares, equal to 19.99% of pre-merger shares outstanding.
Filing Explained
After the completed acquisition, seller share transfers are staggered, while voting and board-nomination rights remain subject to ownership and standstill conditions.
The Smith & Wesson acquisition of Savage closed on
The lockup expires in three equal installments 90, 240 and 360 days after closing, and during the standstill period, while the seller owns at least 10% of the company’s voting securities, it and its affiliates have agreed to vote their shares with the board’s recommendation on director elections and specified other matters, subject to exceptions.
The seller may designate one board nominee only until its voting-security ownership falls below 10% or the standstill period ends following a permanent waiver and the designee’s resignation on or after the second anniversary.
The slide presentation lists
The company says Savage’s required financial statements and pro forma information will follow in an amendment no later than 71 days after the due date of this initial report.
8-K Event Classification
Key Figures
Key Terms
adjusted transaction value financial
volume weighted average price financial
resale shelf registration statement regulatory
standstill period regulatory
reorganization regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much consideration did SWBI pay for Savage?
When do the SWBI deal lock-up restrictions expire?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Charter)
| (State or other jurisdiction of incorporation) |
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(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| 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 |
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Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On October 21, 2026 (the “Closing Date”), Smith & Wesson Brands, Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Tristar Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), Long Range Intermediate LLC, a Delaware limited liability company (“Savage”), and Savarms, L.P., a Texas limited partnership (“Seller”) and a wholly owned subsidiary of JDH Capital I, L.P. (“JDH”), and concurrently consummated the transactions contemplated thereby (the “Closing”). Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Savage, with Savage surviving such merger as a wholly owned subsidiary of the Company, and (ii) immediately thereafter, and as part of an integrated plan, Savage merged with and into the Company, with the Company surviving such merger (the mergers described by the foregoing items (i) and (ii), collectively, the “Mergers”). The Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Under the terms of the Merger Agreement, at the effective time of the Mergers, the Company issued to the Seller 8,993,968 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and paid to the Seller $42.4 million in cash (such shares and cash, together with any cash paid to the Seller in settlement of the post-closing adjustment, the “Merger Consideration”).
The aggregate consideration paid to the Seller was determined by reference to an adjusted transaction value of approximately $164.9 million, representing the base transaction value of $160.0 million as adjusted based on estimates of Savage’s cash, indebtedness, transaction expenses, minimum cash balance and net working capital delivered at the Closing. The number of shares of Common Stock issued to the Seller in connection with the Closing was equal to 19.99% of the shares of Common Stock outstanding immediately prior to the effective time of the first merger, rounded down to the nearest whole share, valued at a reference price of $13.62 per share, the volume weighted average price per share of Common Stock on the Nasdaq Global Select Market for the 45 consecutive trading days ending on (and including) the third trading day immediately prior to the Closing Date. The balance of the Merger Consideration payable to the Seller at the Closing was paid in cash.
The foregoing amounts are subject to a post-closing adjustment, to be settled in cash, as further described in the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants of the parties, as well as customary indemnification provisions. Additionally, the Company obtained a customary representations and warranties insurance policy. The Seller has agreed to customary non-competition and non-solicitation covenants. The payment obligations of the Seller in respect of the post-closing adjustment and its indemnification obligations under the Merger Agreement are guaranteed by JDH pursuant to a guaranty delivered at the Closing.
The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Investor Rights Agreement
Concurrently with the Closing, the Company and the Seller entered into an Investor Rights Agreement (the “Investor Rights Agreement”) which provides that, from the Closing Date until the earlier of (i) the first date on which the Seller’s beneficial ownership of the Company’s outstanding voting securities falls below 10%, and (ii) the termination of the standstill period (as defined in the Investor Rights Agreement) following the Seller’s permanent and irrevocable waiver of such right, together with the resignation of its designee, on or after the second anniversary of the Closing Date, the Seller shall have the right to designate one individual for nomination to the board of directors of the Company (the “Board”), subject to the director eligibility criteria and the other terms and conditions set forth therein. In addition, the Investor Rights Agreement provides for a customary lock-up, which expires in three equal installments on the dates that are 90, 240 and 360 days after the Closing Date, as well as customary standstill and transfer restrictions, in each case subject to the exceptions set forth therein. Further, during the standstill period and for so long as the Seller beneficially owns at least 10% of the Company’s outstanding voting securities, the Seller and its affiliates have also agreed to cause the shares they beneficially own to be voted in accordance with the recommendation of the Board with respect to the election of directors and other specific matters, subject to certain exceptions.
Further, the Investor Rights Agreement provides for customary registration rights with respect to the shares of Common Stock issued to the Seller as a portion of the Merger Consideration, subject to customary limitations, including with respect to minimum offering size and the maximum number of demands and underwritten shelf takedowns within specified periods. The Company has agreed to use its commercially reasonable efforts to file a resale shelf registration statement on Form S-3 covering those shares no later than 60 days following the Closing Date.
The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement and Investor Rights Agreement have been filed to provide investors and securityholders with information regarding their terms and are not intended to provide any other factual information about the Company, Savage or the Seller. The representations, warranties and covenants contained in the Merger Agreement and Investor Rights Agreement were made solely for purposes of such agreement as of specific dates, may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms, including being qualified by confidential disclosures exchanged between the parties, and may be subject to a contractual standard of materiality different from what may be viewed as material to investors, or may have been used for the purpose of allocating risk among the parties rather than establishing matters as facts. Accordingly, no person should rely on the representations and warranties as statements of factual information.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On the Closing Date, the Company completed its acquisition of Savage pursuant to the Merger Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K, including the descriptions of the Merger Agreement, the Merger Consideration and the Investor Rights Agreement, is incorporated by reference into this Item 2.01.
| Item 3.02. | Unregistered Sales of Equity Securities. |
Pursuant to the Merger Agreement, the Company issued to the Seller shares of Common Stock as a portion of the Merger Consideration. The information contained in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Such shares of Common Stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In accordance with the Merger Agreement and the Investor Rights Agreement, effective immediately following the Closing, the Board appointed Michael D. Fertitta, the Seller’s designee, as a director, to serve until the next annual meeting of stockholders of the Company and until his successor is duly elected and qualified. Following Mr. Fertitta’s appointment, the Board consists of seven directors. The Board also appointed Mr. Fertitta to the Nominations and Corporate Governance Committee of the Board. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Seller’s right to designate a director under the Investor Rights Agreement is incorporated by reference into this Item 5.02.
There are no family relationships between Mr. Fertitta and any director or executive officer of the Company, and there are no transactions in which Mr. Fertitta has an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K other than the Merger Agreement, the Investor Rights Agreement and the transactions described in this report.
Mr. Fertitta, age 50, is a Managing Director of JDH Capital Company, where he leads its real estate and royalty and minerals strategies and serves on its investment committee. Prior to joining JDH Capital Company, Mr. Fertitta served as Senior Vice President, General Counsel and Corporate Secretary of each of Hilcorp Energy Company and Harvest Midstream Company, and previously held positions at Och-Ziff Capital Management and in private law practice.
Mr. Fertitta will receive compensation for his service as a director on the same basis as the Company’s other non-employee directors. In connection with his appointment, Mr. Fertitta has entered into the Company’s standard form of indemnity agreement, a copy of which was filed as Exhibit 10.72 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2009.
| Item 7.01. | Regulation FD Disclosure. |
On the Closing Date, the Company issued a press release announcing the execution of the Merger Agreement and the completion of the acquisition of Savage. The Company also prepared a slide presentation related to its acquisition of Savage. Copies of the press release and slide presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including the information in the press release and slide presentation furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 7.01 of this Current Report on Form 8-K, including the information in the press release and slide presentation furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.
(d) Exhibits.
| Exhibit |
||
| 2.1* | Agreement and Plan of Merger, dated October 21, 2026, by and among Smith & Wesson Brands, Inc., Tristar Merger Sub, LLC, Long Range Intermediate LLC and Savarms, L.P. | |
| 10.1* | Investor Rights Agreement, dated as of October 21, 2026, by and between Smith & Wesson Brands, Inc. and Savarms, L.P. | |
| 99.1 | Press Release of Smith & Wesson Brands, Inc., dated October 21, 2026. | |
| 99.2 | Slide Presentation of Smith & Wesson Brands, Inc., dated October 21, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any schedule or exhibit so furnished. |
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.
| SMITH & WESSON BRANDS, INC. | ||||||
| Date: October 21, 2026 | By: | /s/ Deana L. McPherson | ||||
| Name: | Deana L. McPherson | |||||
| Title: | Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary | |||||
Exhibit 99.1
Smith & Wesson Acquires Savage Arms
| • | Creates leading U.S. firearms manufacturer, bringing together two iconic American brands |
| • | Meaningfully expands Smith & Wesson’s presence in hunting category |
| • | Expected to be immediately cash accretive to full year earnings per share |
| • | Aligns JDH Capital with SWBI stockholders, with JDH Capital becoming Smith & Wesson’s largest stockholder and gaining board representation |
MARYVILLE, Tenn., October 21, 2026 – Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI), a U.S.-based leader in firearm manufacturing and design (“Smith & Wesson”), today announced that it has acquired the Savage Arms business (“Savage Arms” or “Savage”) by merger from an indirect subsidiary of JDH Capital I, L.P. (together with its affiliates, “JDH”). Savage has been producing firearms for more than 130 years and is one of the world’s largest manufacturers of hunting, competition and target shooting centerfire and rimfire rifles and shotguns.
The transaction combines two iconic American firearm manufacturers with leading capabilities across distinct segments of the firearms market. Savage’s strength in hunting and bolt-action rifles is highly complementary to Smith & Wesson’s leadership position in handguns and growing presence across other long gun categories, creating a broader product portfolio across a wide range of shooting disciplines.
Mark Smith, President and Chief Executive Officer of Smith & Wesson, commented, “The acquisition of Savage is a transformative step for Smith & Wesson and an important milestone in our strategy to be the undisputed market leader in the firearm industry. Savage’s brand heritage, culture, and longstanding reputation for performance and innovation align closely with our own, and the business meaningfully expands our presence in the hunting category. By bringing these two companies together, we have created a broader, stronger platform with significant opportunities to better serve our customers, accelerate innovation, realize operating efficiencies and drive long-term value for our stockholders.”
Michael Fertitta, Managing Director of JDH, commented, “Savage has a storied history spanning more than 132 years, and we are incredibly proud of the business and brand the Savage team has built. Smith & Wesson is a natural partner for Savage given the complementary strengths of the two companies and their shared commitment to quality, innovation and serving the firearms community. We are excited about the potential of the combined business and look forward to participating in its continued success as a significant Smith & Wesson stockholder.”
Financial Information
| • | Savage generated approximately $160 million of net sales for the twelve-month period ending September 30, 2026. |
| • | Transaction is expected to immediately deliver approximately $18 million of incremental EBITDAS on a full year basis, with additional upside after synergy realization. |
| • | Excluding acquisition-related accounting and transaction costs, the transaction is expected to be immediately accretive to Smith & Wesson’s fully diluted earnings per share by approximately $0.04 for the remainder of fiscal 2027, with full-year fully diluted accretion expected of $0.07 per share, excluding acquisition accounting. |
| • | After realization of initial synergies and excluding acquisition accounting, the transaction is expected to deliver full-year fully diluted accretion of approximately $0.10 per share. |
| • | Following the closing, Smith & Wesson maintains a strong balance sheet, with only a 1.16 net leverage ratio on a pro forma estimated basis. |
Transaction Details
| • | The transaction values Savage at $160.0 million, subject to customary adjustments, and was completed on October 21, 2026. |
| • | The purchase price represents approximately 7.9x Savage’s Adjusted EBITDA for the twelve-month period ending September 30, 2026, after giving effect to expected initial annual run rate synergies of $2.5 million. |
| • | The purchase price is comprised of a combination of Smith & Wesson equity and cash, consisting of approximately 9 million shares of Smith & Wesson common stock, valued at $13.62 per share (i.e. the volume weighted average price per share of Smith & Wesson common stock on the Nasdaq Global Select Market for the 45 consecutive trading days ending on (and including) the third trading day immediately prior to the closing date), and $37.5 million of cash. |
| • | Following the closing, JDH owns 16.7% of Smith & Wesson’s outstanding common stock. |
| • | Pursuant to the terms of the investor rights agreement between the parties, Smith & Wesson has filled an existing vacancy on its board of directors and appointed a representative from JDH to the board, which now includes seven directors. |
Other Information
| • | D.A. Davidson & Co. acted as financial advisor to Smith & Wesson and Bass, Berry & Sims PLC acted as its legal counsel. |
| • | Latham & Watkins acted as legal counsel to JDH and Savage. |
About Smith & Wesson Brands, Inc.
Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI) is a U.S.-based leader in firearm manufacturing and design, delivering a broad portfolio of quality handgun, long gun, and suppressor products to the global consumer and professional markets under the iconic Smith & Wesson® and Gemtech® brands. Additionally, the company provides manufacturing services such as forging and machining to third parties and offers world-class firearm training programs to Law Enforcement/Military departments and civilians at the Smith & Wesson Academy™ in Maryville, Tennessee. For more information, call (844) 363-5386 or visit www.smith-wesson.com.
About Savage
Headquartered in Westfield, Massachusetts, Savage has been producing firearms for more than 130 years. Savage is one of the world’s largest manufacturers of hunting, competition and target shooting centerfire and rimfire rifles, and shotguns. Its firearms are known for accuracy, performance and innovation. The entrepreneurial spirit that originally defined the company is still evident in its ongoing focus on continuous innovation, craftsmanship, quality and service. Learn more at www.savagearms.com.
About Savage Financial Information
The financial results for Savage presented in this press release have been derived from financial statements prepared by Savage, without adjustment to conform to the accounting principles and methodologies used by Smith & Wesson. The accounting policies and methodologies used by Savage differ in certain respects from those used by Smith & Wesson, but Smith & Wesson does not believe these differences are material.
About JDH Capital
JDH Capital is a private investment firm based in Houston, Texas and was established in 2017. JDH Capital engages in a wide range of investment activities and has the flexibility to invest in a broad range of asset classes across multiple industries. JDH Capital endeavors to partner with our portfolio companies to generate consistent risk-adjusted returns over a long-time horizon. Find more information at www.jdhcap.com.
Safe Harbor Statement
Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include, among others, statements regarding the transaction, integration and transition plans, synergies, opportunities and anticipated future performance. We caution that these statements are qualified by important risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, the risk that expected benefits, synergies and growth opportunities of the transaction may not be achieved in a timely manner or at all; the risk that Smith & Wesson will be unable to retain or hire key personnel; the ability to successfully integrate Savage’s business with Smith & Wesson; the risk that disruption from the transaction may adversely affect Smith & Wesson’s and Savage’s businesses and their respective relationships with customers, vendors or employees; economic, social, political, legislative, and regulatory factors; the impact of tariffs; the potential for increased regulation of firearms and firearm-related products; actions of social activists that could have an adverse effect on our business; the impact of lawsuits; the demand for our products; the state of the U.S. economy in general and the firearm industry in particular; general economic conditions and consumer spending patterns; our competitive environment; the supply, availability, and costs of raw materials and components; our anticipated growth and growth opportunities; our strategies; our ability to maintain and enhance brand recognition and reputation; our ability to effectively manage and execute the relocation; our ability to introduce new products and the success of new products; the potential for cancellation of orders from our backlog; and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
Investor Relations
investorrelations@smith-wesson.com
(413) 747-3448
BUILDING THE LEADING AMERICAN FIREARMS COMPANY Two American Legacies. One Company. A Bigger Future. Exhibit 99.2
FORWARD-LOOKING STATEMENTS Certain statements contained herein may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include, among others, statements regarding the transaction, integration and transition plans, synergies, opportunities and anticipated future performance. We caution that these statements are qualified by important risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, the risk that expected benefits, synergies and growth opportunities of the transaction may not be achieved in a timely manner or at all; the risk that Smith & Wesson will be unable to retain or hire key personnel; the ability to successfully integrate Savage’s business with Smith & Wesson; the risk that disruption from the transaction may adversely affect Smith & Wesson’s and Savage’s businesses and their respective relationships with customers, vendors or employees; economic, social, political, legislative, and regulatory factors; the impact of tariffs; the potential for increased regulation of firearms and firearm-related products; actions of social activists that could have an adverse effect on our business; the impact of lawsuits; the demand for our products; the state of the U.S. economy in general and the firearm industry in particular; general economic conditions and consumer spending patterns; our competitive environment; the supply, availability, and costs of raw materials and components; our anticipated growth and growth opportunities; our strategies; our ability to maintain and enhance brand recognition and reputation; our ability to effectively manage and execute the relocation; our ability to introduce new products and the success of new products; the potential for cancellation of orders from our backlog; and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2026.
SMITH & WESSON TODAY REVENUE FIREARMS SHIPPED WORKFORCE LOCATIONS BRAND POWER $551M* 1.1M* 1,719 3 174 Years Market Leadership Built on a Position of Strength SOURCE:* TTM July 2026
SAVAGE TODAY A Historic Brand with Strong Consumer Loyalty REVENUE FIREARMS SHIPPED WORKFORCE LOCATIONS BRAND POWER $160M* 500K* 508 2 132 Years SOURCE: *TTM September 2026
$711M** Combined Revenue 1.6M** Firearms Shipped 5 Manufacturing Facilities 2,227 Employees 300+ Years of Combined Brand Heritage STRONGER TOGETHER A Natural Strategic Fit. SOURCE: **TTM SWBI July 2026/ TTM Savage Arms September 2026 #1 Producer of Firearms in America & U.S. Commercial Market Share* SOURCE: *FY2026 YTD – September Dollars/Units sold
Shared customers make up ~ 80%* of business Increased prominence with our customers Many of the same dealers, distributors, and big-box partners, and the same hunters, shooters, and sportsmen and women. One-stop shop for firearms Existing vendor, supply chain, and distribution relationships create immediate go-to-market efficiency. Complementary trade channel strengths Immediately one of the largest commercial firearms manufacturers in the U.S., with a full line. TRADE CHANNEL EFFICIENCY Distributors Buy Groups Strategic Retailers Hunting Law Enforcement Military US Commercial Firearms Unlocking cross-selling and shared customer opportunities Create greater value from the customers we already serve while opening doors to new opportunities neither company could capture as effectively on its own. SOURCE: *TTM SWBI July 2026/ TTM Savage Arms September 2026
PURE-PLAY FIREARMS COMPANY The Most Complete Product Portfolio in the Industry Category Smith & Wesson Savage Combined Pistols ✓ ✓ Revolvers ✓ ✓ Modern Sporting Rifles ✓ ✓ Lever-action Rifles ✓ ✓ ✓ Bolt-action Rifles ✓ ✓ Shotguns ✓ ✓ Suppressors ✓ ✓ The combined portfolio serves every major firearms product segment.
COMBINED TOTAL FIREARMS HANDGUNS RIFLES SHOTGUNS UNIT SHARE/RANKING #1 #1 #2 #6 Revolver - #1 Semi-Auto - #2 MSRs - #1 Semi-Auto - #2 Bolt-Action - #2 Lever-Action - #3 COMBINED PRODUCT LINES ENHANCES MARKET LEADERSHIP 99%+ Non-overlapping Brand & Product Lines SOURCE: GearFire, FY27 YTD (May – Sept) Indicates Increased Market Share From Transaction
Manufacturing Scale & Operational Advantage Five Facilities CANADA UNITED STATES SMITH & WESSON Maryville, TN Headquarters Springfield, MA Manufacturing Houlton, ME Manufacturing 1 2 3 SAVAGE ARMS Westfield, MA Headquarters Lakefield, ON Manufacturing 1 2 1 2 1 2 Strategic Benefits Increased distribution efficiency Capacity balancing Increased sourcing leverage Improved supply chain resiliency 3
TRANSACTION HIGHLIGHTS ACQUISITION OF SAVAGE ARMS Combines two iconic American firearms brands with complementary market positions. Expands Smith & Wesson into the hunting and bolt-action rifle categories. Creates a broader platform spanning handguns, modern sporting rifles, hunting rifles, rimfire products, and shotguns. TRANSACTION OVERVIEW Purchase Price: $160M Structure: Approx. 9 Million Newly Issued Shares and $37.5 Million in Cash Immediately Accretive to EPS by $0.07*; $0.10* after synergies Balance Sheet Impact: Increases Leverage Ratio to Only 1.16 JDH Capital becomes a significant long-term stockholder with board representation SAVAGE PROFILE 132+ Years of firearms heritage TTM Revenue: $160M Leading positions in hunting, competition, and target-shooting rifles and shotguns *Annualized
INSTANT VALUE CREATION STRATEGIC VALUE Expands presence in the large hunting and precision shooting market. Diversifies revenue across complementary firearm categories. Broadens product portfolio and customer reach. FINANCIAL VALUE Immediately accretive to earnings. Immediate EPS accretion of $0.07*/share before synergies. Expected EPS accretion of $0.10*/share after synergies. Initial synergies already identified of approx. $2.5M STOCKHOLDER VALUE Aligns JDH Capital with Smith & Wesson stockholders through equity ownership. Strengthens long-term growth profile and market leadership ambitions. Creates opportunities for innovation, go-to-market efficiencies, and operating scale benefits. Creating a diversified firearms leader with expanded category reach, immediate earnings accretion, a stronger competitive position, and enhanced long-term stockholder value. *Annualized