8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 27, 2023

American Outdoor Brands, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39366	84-4630928
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1800 North Route Z, Suite A
Columbia, Missouri		65202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 338-9585

(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
Common Stock, Par Value $0.001 per Share	AOUT	The Nasdaq Global Select Market

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 2, 2023, we announced that our Board of Directors has approved a program to repurchase up to $10.0 million of our outstanding shares of common stock commencing on October 2, 2023 and ending on September 30, 2024. The amount and timing of any repurchases will depend on a number of factors, including price, trading volume, general market conditions, legal requirements, and other factors. The repurchases may be made on the open market, in block trades, or in privately negotiated transactions. Any shares of common stock repurchased under the program will be considered issued but not outstanding shares of our common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference to this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit
Number		Description
99.1		Press release from the Registrant, dated October 2, 2023, entitled “American Outdoor Brands, Inc.’s Board of Directors Authorizes $10 Million Stock Repurchase Plan”
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.

			AMERICAN OUTDOOR BRANDS, INC.
Date:	October 2, 2023	By:	/s/ H. Andrew Fulmer
			H. Andrew Fulmer Executive Vice President, Chief Financial Officer, and Treasurer

EX-99.1

	Exhibit 99.1
	1800 N Route Z, Suite A
	Columbia, MO 65202
	(800) 338-9585
	NASDAQ: AOUT

Contact: Liz Sharp, VP, Investor Relations

lsharp@aob.com

(573) 303-4620

American Outdoor Brands Board of Directors

Approves $10 Million Share Repurchase Program

COLUMBIA, Mo., October 2, 2023 – American Outdoor Brands, Inc. (NASDAQ Global Select: AOUT), an industry leading provider of products and accessories for outdoor enthusiasts, today announced that its Board of Directors has approved the repurchase of up to $10 million of the Company’s outstanding common stock (“shares”) commencing on October 2, 2023, and ending on September 30, 2024.

The program follows the company’s prior share repurchase program, which authorized the Company to repurchase up to $10.0 million of its common stock, was initiated in 2022 and, as of its expiration on September 29, 2023, resulted in approximately 752,000 shares, or approximately 5.6% of the Company’s outstanding shares, repurchased at an average price of $9.05 per share, or over $6.8 million in the aggregate.

President and Chief Executive Officer, Brian Murphy, said, “Today’s announcement conveys our board’s ongoing confidence in our business and dedication to stockholder value creation. Given our strong, debt-free balance sheet, we are able to prioritize investing for growth, both organically and through opportunistic and accretive M&A activity, while maintaining our commitment to returning capital to our stockholders. As we regularly evaluate our opportunities, we believe it is important to have the authority to repurchase stock at our discretion.”

The shares may be repurchased from time to time on the open market, in block trades, or in privately negotiated transactions. The amount and timing of any shares repurchased under the program will be determined at the discretion of management and will depend on a number of factors, including the market price of the company’s stock, trading volume, general market and economic conditions, the Company’s capital position, legal requirements, and other factors. The repurchase program does not obligate the Company to acquire any particular number of shares, and the repurchase program may be discontinued at any time at the Company’s discretion.

Statement Regarding Forward-Looking Information

The statements contained in this release that are not historical are forward-looking statements within the meaning of the U.S. federal securities laws and we intend that such forward-looking statements be subject to the safe harbor created thereby. Statements that are not historical facts, including statements about anticipated financial outcomes, and share repurchases, as well as other statements about our expectations, beliefs, intentions, or strategies regarding the future, or other characterizations of future events or circumstances, are forward-looking statements. These statements relate to future events and our future results and involve a number of risks and uncertainties. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements. Specific forward-looking statements in this press release include our belief that our strong balance sheet and anticipated positive cash flow enable us to prioritize investing for growth, both organically and through opportunistic and accretive M&A activity, while maintaining our commitment to returning capital to our stockholders; and our belief that it is important to have the authority to repurchase stock at our discretion. Forward-looking statements are based on our beliefs as well as assumptions made by, and information currently available to, us. The risks and uncertainties to which forward-looking statements are subject include, without limitation, changes in price and volume and the volatility of our common stock, unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company, changes in general economic, business and political conditions, and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Except as required by applicable law or regulation, we disclaim any obligation and do not intend to publicly update or review any of our forward-looking statements, whether as a result of new information, future events or otherwise.

About American Outdoor Brands, Inc.

American Outdoor Brands, Inc. (NASDAQ Global Select: AOUT) is an industry leading provider of outdoor products and accessories, including hunting, fishing, camping, outdoor cooking, shooting, and personal security and defense products, for rugged outdoor enthusiasts. The company produces innovative, top quality products under its brands BOG®; BUBBA®; Caldwell®; Crimson Trace®; Frankford Arsenal®; Grilla Grills®; Hooyman®; Imperial®; LaserLyte®; Lockdown®; MEAT!; Old

 

Timer®; Schrade®; Tipton®; Uncle Henry®; ust®; and Wheeler®. For more information about all the brands and products from American Outdoor Brands, Inc., visit www.aob.com.

XML

Document And Entity Information	Sep. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 27, 2023
Entity Registrant Name	American Outdoor Brands, Inc.
Entity Central Index Key	0001808997
Entity Emerging Growth Company	true
Securities Act File Number	001-39366
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-4630928
Entity Address, Address Line One	1800 North Route Z, Suite A
Entity Address, City or Town	Columbia
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65202
City Area Code	(800)
Local Phone Number	338-9585
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	true
Title of 12(b) Security	Common Stock, Par Value $0.001 per Share
Trading Symbol	AOUT
Security Exchange Name	NASDAQ