NASDAQ: POWWP

Sale of Ammunition Segment

During the year ended March 31, 2025, our Board of Directors (the "Board of Directors") initiated a formal review of various strategic alternatives. 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 access to more than 32,000 active FFLs who assist in the lawful transfer of regulated items. As of March 31, 2026, GunBroker had approximately 8.8 million registered users and averaged 4.43 million daily listings, underscoring its scale and leadership position in the U.S. online marketplace for outdoor and shooting sports products.

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Platform Enhancements and Services

During fiscal year 2026, we implemented a range of platform enhancements designed to improve user engagement, expand service offerings, support regulatory compliance, and streamline marketplace transactions. Key enhancements include:

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Master FFL Integration: In November 2025, we initiated integration with the Master FFL platform to enhance our marketplace technology and compliance infrastructure. Master FFL is a comprehensive dealer database and compliance tool that facilitates FFL transfers. This integration is intended to expand access to a broader network of FFL's and to centralize dealer verification within our platform. The system is designed to automate dealer validation, reduce reliance on manual confirmation, and enhance the checkout experience through an integrated FFL selection tool that filters dealers based on transfer capabilities, including specialized licensing. These enhancements are intended to streamline firearm transfer workflow and provide buyers with additional dealer information.

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AI-Powered Listing Tool: In March 2026, we deployed a proprietary AI-powered listing tool to improve seller productivity and listing quality. The tool leverages our historical transaction data and buyer behavior insights to generate standardized and marketplace-optimized product descriptions. Integrated directly into the listing workflow, the system is designed to reduce listing creation time and promote consistency across listings, while maintaining seller oversight through user review and editing.

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User Experience: We enhanced core user interfaces, including the account dashboard, homepage, and item view pages. Improvements include expanded notification capabilities for bidding activity, winning status, and order updates, as well as refinements to category structure and navigation to support browsing, searching, and listing functionality.

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Payments, Shipping and Transaction Support: We expanded integrations with payment and escrow service providers to support a broader range of sellers, including individual and non-merchant participants. We also enhanced shipping functionality and breadth by expanding support for additional product categories, including non-firearm and ammunition shipments, and refining insurance-related requirements. These enhancements are intended to improve transaction flexibility and reliability.

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Compliance and Security Enhancements: We implemented updates designed to support compliance with applicable laws and regulations, including functionality addressing certain state-specific requirements and enhancements to transaction-related disclosures. We also strengthened platform security through the implementation of multi-factor authentication and other measures intended to safeguard user accounts and data. Compliance requirements are subject to change, and our platform will require ongoing modification to address evolving legal and regulatory standards.

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Platform Infrastructure and Performance: We continued to invest in platform reliability and scalability through enhancements to application programming interfaces (APIs), webhooks, system performance, and image processing capabilities. These improvements include expanded notification systems, increased processing efficiency, and general site performance enhancements intended to support increased usage and transaction volume.

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Data, Analytics and Content: We expanded our Outdoor Analytics platform through deeper integration with the marketplace, including centralized reporting, single sign-on functionality, and enhanced analytics capabilities. We also expanded data-driven content offerings, including industry reports and AI-assisted content. These tools are intended to provide users and industry participants with additional insights.

These enhancements reflect our ongoing investment in platform innovation and our strategic commitment to supporting a compliant, scalable, and user‑centric marketplace for both buyer satisfaction and seller success.

Enhance Market Share, Brand Recognition, and Customer Loyalty

We believe that we benefit from brand recognition within the outdoor and shooting sports market, supported by our focus on compliance, platform reliability, and user experience. Our continued investment in seller tools, promotional features, and product offerings is intended to support customer loyalty and repeat engagement across both

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buyer and seller communities. However, our ability to maintain or enhance brand recognition and customer loyalty depends on market conditions, competition, and our continued ability to meet user expectations.

Our Growth Strategy

We are focused on expanding market share, strengthening brand recognition, and increasing customer engagement by enhancing user experience and broadening our merchandise and service offerings. Our strategy includes leveraging proprietary marketplace data to identify potential trends and refine our business model. We also evaluate targeted investments and apply disciplined capital allocation to support long-term growth. The success of these initiatives depends on a variety of factors, including market conditions, user adoption, and competitive dynamics.

Marketing

We promote our Marketplace primarily through digital and platform-driven strategies aimed at buyer acquisition and seller growth. Our marketing programs include targeted digital campaigns, social media engagement, email marketing, content development, and search engine optimization.

We also provide sellers with tools to enhance visibility and support conversion, including video-enabled listings, promotional tools, and customizable storefronts. These efforts are supported by advertising solutions such as banner placements, curated product showcases, and manufacturer partnerships.

Our use of platform data and behavioral insights is intended to support personalized marketing and user engagement strategies. The effectiveness of these efforts depends on data quality, user responsiveness, and broader market conditions.

Technology and Product Development

We continue to advance our e-commerce platform in alignment with marketplace practices and operational needs. During fiscal 2026, we:

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initiated integration with the Master FFL platform to enhance dealer verification, expand dealer coverage, and streamline firearm transfer workflows;

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deployed an AI-powered listing tool to support seller productivity and listing quality; and

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continued investments in platform optimization, including enhancements to listing tools, communication systems, image processing, performance, APIs, and analytics.

Our technology teams utilize transaction and behavioral data to support ongoing development efforts, including personalized recommendations, marketing tools, and seller support services. These initiatives are intended to support scalability, compliance, and marketplace functionality.

Customers

We serve a broad ecosystem of customers, including:

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Buyers: Outdoor enthusiasts, sport shooters, collectors, and general consumers of firearms and related products.

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Sellers: Ranging from individual users and small businesses to large-scale retailers and manufacturers.

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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:

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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

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listings and fixed-price selling options.

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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.

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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.

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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.

Human Capital

As of June 15, 2026, we had a total of 63 employees. Of these employees, 30 were in sales, marketing and customer service, 12 in software engineering, and 21 in various corporate and administrative functions (information technology, accounting, executives, etc.). None of our employees are represented by a union in a collective bargaining arrangement with us. 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 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

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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.

On September 13, 1994, the Federal Assault Weapons Ban (the “AWB”), which prohibited the manufacture of certain firearms defined as “assault weapons,” restricted the sale or possession of “assault weapons,” except those that were manufactured prior to the law’s enactment, and placed restrictions on the sale of new high-capacity ammunition feeding devices. In September 2004, Congress declined to renew the AWB. In the years following the expiration of the AWB, various states and local jurisdictions, including California, Colorado, New York and Washington (states in which we operate), have adopted their own versions of the AWB or high capacity ammunition feeding device restrictions, some of which apply to the products our sellers may hold for sale in other states. If a statute similar to the AWB were to be enacted or re-enacted at the federal level, it would impact our ability to facilitate the sale of certain products. Additionally, state and local governments have enacted laws and regulations that place additional restrictions on the manufacture, transfer, sale, purchase, possession and use of firearms, ammunition and shooting-related products. For example, several states, such as California, Colorado, Connecticut, Florida, Illinois, Maryland, Minnesota, New Jersey, New York, Oregon, Virginia and Washington have enacted laws and regulations that are more restrictive than federal laws and regulations that limit access to and sale of certain firearms and ammunition. California, Connecticut and New York impose mandatory screening of ammunition purchases. Some other states, such as Florida, Washington, and Colorado require the presentation of a firearms ownership identification card or permit in order to acquire ammunition products and have passed legislation that, among other things, raises the minimum age to purchase certain firearms to 21 from 18 and imposes a multi-day waiting period on all gun purchases. California also raised the minimum age to purchase certain firearms to 21 and enacted several restrictions, including background checks on ammunition sales. Some states prohibit the sale of guns without internal or external locking mechanisms. Several states and the United States Congress have introduced microstamping legislation (that is, engraving the handgun’s serial number on the firing pin of new handguns) for certain firearms. Other state or local governmental entities may also explore similar legislative or regulatory initiatives that may further restrict the manufacture, sale, purchase, possession or use of firearms, ammunition and shooting-related products. We must ensure that our platform complies with these regulations. We believe that we are in substantial compliance with the terms of such regulations and that we have no liabilities under such laws that we expect could have a material adverse effect on our business, results of operations or financial condition. State, local, and federal laws and regulations relating to products for sale on our platform may change, sometimes significantly, as a result of political, economic or social events.

Our e-commerce business is subject to the Mail or Telephone Order Merchandise Rule and related regulations promulgated by the Federal Trade Commission (the “FTC”). FTC regulations, in general, govern the solicitation of orders, the information provided to prospective customers and the timeliness of shipments and refunds. In addition, the FTC has established guidelines for advertising and labeling many of the products for sale on our e-commerce platform. We are also subject to a variety of state laws and regulations relating to, among other things, advertising and product restrictions. Some of these laws prohibit or limit the sale, in certain states and locations, of certain items. We administer various restriction codes and other software tools to prevent the sale of such jurisdictionally restricted items. Additionally, we are required to ensure compliance with federal and state laws governing the secure shipment of regulated items.

We believe current laws have not materially impacted our platform usage; however, changes in regulation or consumer sentiment may affect future operations. We continuously monitor legal developments and maintain policies to ensure adherence to applicable laws.

Data Privacy

In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, “process”) personal data, such as consumer information. Accordingly, we are subject to numerous data privacy and security obligations, including federal, state, and local laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements and other obligations related to data privacy and security. These frameworks are evolving and may impose potentially conflicting obligations. Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018 (the “CCPA”), industry standards, such as the Payment Card Industry Data Security Standard (“PCI DSS”). The CCPA is an example of the increasingly stringent

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and evolving regulatory frameworks related to personal data processing that may increase our compliance obligations and exposure for any noncompliance. For example, the CCPA applies to personal data of consumers, business representative, and employees who are California residents, imposes specific obligations on covered businesses, provides for fines and allows private litigants affected by certain data breaches to recover significant statutory damages. In addition, numerous other U.S. states have enacted comprehensive data privacy laws, and similar laws are being considered at the federal, state, and local levels.

Available Information

You can find reports we file with the U.S. Securities and Exchange Commission (the "SEC"), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, free of charge on our website outdoorholding.com under the “Investor Relations” heading. These reports may also be found by accessing the SEC's website (https://www.sec.gov).

Investors and others should note that we announce material financial information using the “Investor Relations” section of our website. We use our website, press releases, as well as social media to communicate with our investors, customers and the general public about our company, our services and other issues. While not all of the information that we post on our website or on social media is of a material nature, some information could be material. Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on the Investor Relations section of our website and on our social media. We are providing the address of our website solely for the information of investors and the information on our website is not a part of or incorporated into this or any report that we file with the SEC.

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