What changed in Outdoor Holding Co's 10-K — 2024 vs 2025

ITEM 1. BUSINESS. Introduction Outdoor Holding Company ("Outdoor Holding," "we," "us," "our" or the "Company") began its operations in 2017 as a vertically integrated producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker business ("GunBroker") in 2021, we conducted operations through two operating and reportable segments, Ammunition and Marketplace.

This review resulted in the unanimous decision to sell the Ammunition segment.

On January 20, 2025, after a competitive bidding process, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Olin Winchester, LLC (the “Buyer”), pursuant to which the Buyer agreed to (i) acquire all assets of our business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business”) along with certain assets related to the Ammunition Manufacturing Business, including the Ammunition Manufacturing Business' dedicated manufacturing facility in Manitowoc, WI and (ii) assume certain liabilities related to the Ammunition Manufacturing Business, for a gross purchase price of $75.0 million, subject to adjustments for estimated net working capital and real property costs and pro-rations (the “Transaction”).

The Transaction closed on April 18, 2025. The net proceeds after all adjustments totaled approximately $42.9 million. On April 21, 2025, the Company changed its name from "AMMO, Inc." to "Outdoor Holding Company." During the three months ended March 31, 2025, the Ammunition segment met the held for sale and discontinued operations accounting criteria.

For information on discontinued operations, refer to Note 2 to our consolidated financial statements under the caption "Assets Held for Sale and Discontinued Operations" and Note 4, "Discontinued Operations". Following the Transaction, we continue to operate our online Marketplace business. Unless otherwise noted, disclosures included in this Item 1, Business reflect only our continuing operations.

Refer to Note 4, "Discontinued Operations" to the footnotes to the consolidated financial statements for additional details on discontinued operations. GunBroker Marketplace GunBroker is a leading online marketplace dedicated to firearms, hunting, shooting and related products. GunBroker does not hold any inventory, except for merchandise bearing its own branding, and instead facilitates transactions between third-party buyers and sellers.

All transactions involving firearms are governed by federal and state laws and require the use of licensed firearms dealers, or Federal Firearms License holders (“FFLs”), to ensure legal compliance for transfer and delivery of regulated items.

The Marketplace supports a robust compliance framework through a nationwide network of more than 32,000 active FFLs who assist in the lawful transfer of regulated items.

As of March 31, 2025, GunBroker had approximately 8.4 million registered users and averaged 3.67 million daily listings, underscoring its scale and leadership position in the U.S. online marketplace for outdoor and shooting sports products. 4 Platform Enhancements and Services Throughout fiscal year 2025, we implemented a series of platform enhancements aimed at improving user engagement, streamlining transactions, and providing value-added services to both individual users and industry partners.

The enhancements include the following: • Enhanced Shopping Cart Experience: Buyers can now purchase multiple items from multiple sellers in a single checkout process, improving transaction flow and user convenience. • Improved Checkout for Auctions and Offers: Won auctions, accepted offers, and add-on items now flow through the cart checkout system, providing a seamless purchasing experience. • Outdoor Analytics: Formerly known as GunBroker Analytics, this tool provides participants, including sellers, manufacturers, and industry stakeholders, with access to actionable insights based on the platform’s extensive transaction and listing data. • GunBroker Advertising: Assists sellers, manufacturers and service providers in promoting their listings and businesses through targeted digital advertising.

Offers include content development, promotional emails, and banner advertisements tailored to the outdoor and shooting sports communities. • New Homepage Redesign: We launched a fully re-imagined GunBroker.com homepage to deliver a more modern, intuitive, and efficient user experience.

The redesign features enhanced visual layout, simplified navigation, dynamic promotional banners, and configurable widgets. • Manufacturer Rebates and Buy Links: GunBroker actively promotes manufacturer rebates through its website and email campaigns. Listings with qualifying Universal Product Codes are automatically included in these promotions.

Additionally, we collaborate with manufacturers to feature direct purchase links on their websites, guiding customers to new items available on GunBroker.com. • Collector’s Elite Platform: This premium marketplace tier supports curated, high-value listings for rare and collectible firearms.

Collector’s Elite offers sellers specialized exposure, and an exclusive listing format tailored to discerning buyers. • Financing Tools for Sellers: We introduced integrated financing options that enable sellers to offer flexible payment plans to qualified buyers, helping expand purchasing power and drive sales of higher-value items.

These enhancements reflect our ongoing investment in platform innovation and our strategic commitment to supporting both buyer satisfaction and seller success. Enhance Market Share, Brand Recognition, and Customer Loyalty We benefit from strong brand recognition within the outdoor and shooting sports market, supported by a consistent focus on compliance, platform reliability, and user experience.

Our commitment to personalized seller tools, promotional features, and curated product offerings has contributed to high levels of customer loyalty and repeat engagement across both buyer and seller communities. Our Growth Strategy We are committed to expanding our market share, brand recognition, and customer loyalty by improving the user experience and expanding our merchandise and service offerings.

Our strategy includes leveraging GunBroker’s proprietary data to identify emerging market trends and refining our business model accordingly. We also plan to evaluate targeted investments and disciplined capital allocation. Marketing We promote our Marketplace primarily through digital and platform-driven strategies aimed at both buyer acquisition and seller growth.

Our marketing programs include targeted digital campaigns, social media engagement, email promotions, content marketing, and search engine optimization. We also offer sellers enhanced visibility tools such as video-enabled listings, promotional coupons, and customizable storefronts to support brand presence and conversion.

These initiatives are complemented by advertising solutions such as banner placements, curated product showcases, and manufacturer partnerships to drive shopper traffic and campaign performance. Our use of platform 5 data and behavioral insights enables personalized outreach that deepens engagement and drives return visits. Technology and Product Development We are focused on advancing e-commerce capabilities that reflect marketplace best practices.

In March 2024, we launched a multi-item cart and an integrated payment experience to streamline checkout, improve order accuracy, and support regulated/unregulated item fulfillment. These updates empower sellers and enhance the buyer experience, including FFL delivery and multi-address shipping. We continue to invest in platform optimization, including listing tools, buyer-seller communication, and analytics-based enhancements.

Our internal teams leverage transaction and behavioral data to fuel ongoing innovation in areas such as personalized recommendations, marketing automation, and seller support services. These initiatives are designed to support scalability, compliance, and long-term growth.

Customers We serve a broad ecosystem of customers, including: • Buyers: Outdoor enthusiasts, sport shooters, collectors, and general consumers of firearms and related products. • Sellers: Ranging from individual users and small businesses to large-scale retailers and manufacturers. • Industry Partners: Includes FFLs, manufacturers, media and publishing organizations, and service providers who utilize our tools, analytics platforms, and advertising services to enhance their reach and operational efficiency.

As the platform expands, we are positioned to support not just buyer-seller transactions but also value-added services across advertising, analytics, and market visibility for brands operating in the outdoor category. Competition We operate in a highly competitive and evolving e-commerce landscape for firearms, shooting sports, and outdoor gear.

Our competition spans across multiple channels and business models: • Peer-to-Peer Marketplaces: We face direct competition from other online platforms facilitating firearms transactions between individual users, including marketplaces and other models that offer classified listings and fixed-price selling options. • E-commerce-Enabled Dealers: Chains and independent firearms dealers increasingly utilize third-party e-commerce platforms or their own integrated point-of-sale websites to list and sell inventory.

These dealer-driven platforms compete for traffic, price competitiveness, and fulfillment flexibility, often leveraging in-store pickup or localized promotions as advantages. • Manufacturers with Direct-to-Consumer Capabilities: Certain manufacturers, including Palmetto State Armory and Freedom Munitions, market and sell their products directly to consumers through their own online storefronts.

This model allows them to bypass intermediaries, manage pricing directly, and retain higher margins, presenting competitive pressure on marketplaces. • Online Auction Transitions: A number of traditional firearms auction houses that previously operated exclusively through in-person bidding events now have established online auction platforms, expanding their reach and introducing new digital buying formats that compete with GunBroker.com’s auction-style model.

We believe that our employee relations are good. We foster a collaborative culture focused on accountability, innovation, and market responsiveness. Our workforce strategy emphasizes the attraction and retention of talent aligned with our mission of expanding our reach 6 and relevance. Diversity, professional growth, and performance-driven engagement are central to our human capital philosophy.

Seasonality We experience moderate seasonality, with elevated sales activity typically occurring in the second half of the fiscal year, driven by the fall hunting season and year-end holidays.

Year-over-year trends show consistent performance peaks in the third and fourth quarters, with comparatively softer demand in the spring and summer months, reflecting stable seasonal patterns and supporting the platform’s ability to plan around cyclical purchasing behavior.

Intellectual Property We rely on a combination of trademarks, trade names, domain names, service marks, and trade secrets to support brand recognition and operational integrity. Our intellectual property portfolio includes proprietary platform features, analytics tools, and content assets that distinguish GunBroker.com in the market. We also license select technologies and content to support compliance and customer experience initiatives.

Regulatory Matters We operate in a highly regulated industry. There are a number of federal, state and local laws and regulations that affect our business. Because we facilitate the sale of firearms and ammunition, we must ensure compliance with regulations of the Bureau of Alcohol, Tobacco, Firearms and Explosives (the “ATF”).

We must also ensure compliance with federal, state and local laws and regulations, including the National Firearms Act of 1934 (the “NFA”), the Gun Control Act of 1968 (the “GCA”), the Arms Export Control Act of 1976 and provisions of the Internal Revenue Code of 1986, applicable to the Firearms and Ammunition Excise Tax, all of which have been amended from time to time.

The NFA and GCA require the GunBroker.com platform to facilitate compliant transactions by ensuring that third-party buyers and sellers complete the transfer of regulated items by utilizing dealers that maintain FFLs and perform a pre-transfer background check in connection with each firearm purchase.

These background checks are completed using either the FBI-managed National Instant Criminal Background Check System (“NICS”), or a comparable state government-managed system that relies on NICS and any additional information collected by the state.

These background check systems either confirm that a transfer can be made, deny the transfer or require that the transfer be delayed for further review, and provide transaction numbers for the proposed transfer. Our sellers are required to record the transaction number on an ATF Form 4473 and retain this form in their records for auditing purposes.

We, or our sellers, are also subject to numerous other federal, state and local laws and regulations regarding firearm sale procedures, record keeping, inspection and reporting, including adhering to minimum age restrictions regarding the acquisition, purchase or possession of firearms or ammunition, residency requirements, applicable waiting periods, importation regulations and regulations pertaining to the shipment and transportation of firearms.