Outdoor Holding Resolves SEC Probe, Avoids Penalties

Outdoor Holding Company (NASDAQ:POWW, POWWP))) ("OHC," "we," "us," "our" or the "Company"), the owner of GunBroker.com, the largest online marketplace for firearms, hunting and related products, today announced that it has reached a settlement with the U.S. Securities and Exchange Commission ("SEC") to resolve its previously disclosed investigation. "We are pleased to have reached a resolution with the SEC which does not include a civil penalty or monetary sanction. The Company has worked hard to put this chapter behind us," said Steve Urvan, Chairman and Chief Executive Officer of Outdoor Holding Company.

Without admitting or denying the SEC's findings except as to jurisdiction, the Company agreed to cease and desist from future violations of the antifraud and numerous other provisions of the federal securities laws stemming from, among other things: (i) failure to disclose a former executive officer's employment and role; (ii) failure to disclose related party transactions involving that former executive officer; (iii) improper capitalization of certain equity issuance costs; (iv) understatement of stock compensation expenses; (v) disclosure concerning the calculation of Adjusted EBITDA; and (vi) inadequate internal accounting controls. The Order acknowledged that the Company is now operating under new senior management that is different from those responsible for the conduct leading to the violations described in the Order. A copy of the Order will be filed as an exhibit to a Current Report on Form 8-K and will be available on the Company's website.

In the Order, OHC also consented to undertakings requiring the Company to engage an outside compliance consultant to review and assist with the Company's remediation of material weaknesses in internal control over financial reporting. The Company is required to fully cooperate with the compliance consultant, adopt and implement all of the compliance consultant's recommendations within two years, and provide related certifications of compliance to the SEC staff. These undertakings align with OHC's ongoing internal controls remediation efforts.

Over the past year, the Company has undertaken a broad, multi-phase remediation program overseen directly by its Board of Directors, Audit Committee, and Disclosure Committee. These remediation efforts include, among other actions, completion of an independent investigation and restating its financial statements for fiscal years 2022, 2023 and 2024, each of the quarters within fiscal year 2024, and the first quarter of fiscal year 2025. The Company has replaced its prior senior leadership, expanded and upgraded its accounting and external reporting personnel, retained SOX and outside controls advisors, strengthened policies governing expense classification and capitalization, implemented enhanced period-end close and reconciliation controls, established a formal disclosure committee, and adopted a new robust process for identifying and disclosing related party transactions. The Company has also implemented training and governance enhancements designed to ensure these improvements are sustained over the long term. In August 2025, the Board reduced its size to five and added two new independent board members to increase financial expertise and improve board-level strategic guidance and governance.