UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 20, 2026

Outdoor Holding Company

(Exact name of registrant as specified in its charter)

Delaware

001-13101

30-0957912

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1100 Circle 75 Pkwy Suite 1300

Atlanta, GA 30339

(Address of principal executive offices)

(480) 947-0001

(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:

☐	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, $0.001 par value	POWW	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value	POWWP	The Nasdaq Stock Market LLC (Nasdaq Capital 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 7.01

Regulation FD Disclosure.

On February 20, 2026, Outdoor Holding Company (the “Company”) issued a press release disclosing the Settlement Agreement (as defined below) and related matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.

Other Information.

On February 20, 2026, the Company and its wholly owned subsidiary, Outdoors Online, LLC (d/b/a GunBroker.com) (“Outdoors Online”), entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Innovative Computer Professionals, Inc., d/b/a Digital Cash Processing (“DCP”), resolving the previously disclosed litigation pending in the United States District Court for the District of Minnesota (the “DCP Litigation”).

The DCP Litigation arose from a dispute concerning a prior payment processing and services agreement between DCP and Outdoors Online, including alleged obligations under certain termination and break-up fee provisions of that agreement. The Company and Outdoors Online have denied, and continue to deny, all allegations of liability or wrongdoing asserted in the DCP Litigation.

Settlement Agreement

Under the terms of the Settlement Agreement, the Company agreed to pay DCP an aggregate amount of $4.4 million (the “Settlement Amount”) on or before February 27, 2026, in full and final settlement of all claims asserted or that could have been asserted relating to the subject matter of the DCP Litigation. Upon payment of the Settlement Amount, the parties have agreed to file a joint stipulation dismissing the DCP Litigation with prejudice. The Settlement Agreement provides for customary mutual releases pursuant to which each party releases the other party from claims relating to the matters at issue in the DCP Litigation. Such mutual releases cover the named parties and their affiliates, but such releases do not extend to unaffiliated third parties or contractors of the named parties and their affiliates. The Settlement Agreement also contains customary representations, warranties, and covenants typical of agreements of this nature, including confidentiality provisions, subject to the Company’s obligations under applicable securities laws.

The Settlement Agreement expressly provides that such agreement represents a compromise of disputed claims and does not constitute an admission of liability by the Company or Outdoors Online, all of which are expressly denied.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release, dated February 23, 2026.
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.

	OUTDOOR HOLDING COMPANY

Dated: February 23, 2026	By:	/s/ Steven F. Urvan
		Steven F. Urvan
		Chief Executive Officer

Exhibit 99.1

Outdoor Holding Company Reaches Settlement with Digital Cash Processing

Atlanta, GA., February 23, 2026 (GLOBE NEWSWIRE) — 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 entered into a settlement agreement with Innovative Computer Professionals, Inc., d/b/a Digital Cash Processing (“DCP”), resolving the previously disclosed litigation pending in the United States District Court for the District of Minnesota.

Under the terms of the agreement, the Company agreed to pay $4.4 million in full and final settlement of the matter. Upon payment, the parties will file a dismissal with prejudice. The agreement includes customary mutual releases, but does not release certain non-affiliate third-party contractors. The settlement does not constitute an admission of liability or wrongdoing by the Company or its subsidiary.

After careful evaluation, the Board of Directors determined that resolving the matter at this stage eliminates ongoing uncertainty and substantial future legal costs. While the Company was prepared to continue defending the case, further litigation would have required significant time, expense, and executive attention. By bringing the matter to a close, the Company eliminates uncertainty and allows its leadership team to devote its full focus to operational execution, strategic initiatives, and long-term value creation.

“We have spent a lot of time, energy, and effort resolving legacy disputes, which has been a distraction from our core mission,” said Steve Urvan, the Company’s Chairman and CEO. “While we were prepared to vigorously defend these claims through trial, removing the distraction and uncertainty and ending the substantial associated legal expense is in the Company’s best interest. Reaching this resolution allows us to dedicate our time and resources to areas that improve shareholder value: streamlining operations, reducing transaction friction, strategic innovation, and growth.

The Company expects to record a one-time charge of approximately $4.4 million in the current quarter, the impact of which will be partially offset by a reduction in budgeted operational legal expense over the next several years. The settlement is not expected to have a material impact on the Company’s liquidity, capital resources, or ongoing operations.

Outdoor Holding Company remains committed to disciplined capital allocation, operational rigor, and expanding its leadership position in its core markets to enhance marketplace performance and improve shareholder returns.

About Outdoor Holding Company

Outdoor Holding Company is the publicly traded parent and operator of GunBroker.com, the largest online marketplace dedicated to firearms, hunting, shooting and related products. Third-party sellers list items on the site and federal and state laws govern the sale of firearms and other restricted items. Ownership policies and regulations are followed by using licensed firearms dealers as transfer agents. Launched in 1999, the GunBroker.com website is an informative, secure and safe way to buy and sell firearms, ammunition, shooting accessories and outdoor gear online. GunBroker promotes responsible ownership of firearms. For more information, visit: www.gunbroker.com.

Cautionary Statement Concerning Forward-Looking Statements

Statements contained in this press release that are not historical are considered “forward-looking statements” within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, among others, statements about the Company’s settlement and its impact on the Company’s liquidity, capital resources, or ongoing operations, the business strategy, plans, objectives, expectations and intentions, and other statements that are not historical facts. Instead, they are based only on Company management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, the Company’s ability to maintain and expand its e-commerce business, the Company’s ability to introduce new features on its e-commerce platform that match consumer preferences, the Company’s ability to retain and grow its customer base, the impact of lawsuits, including securities class action lawsuits, stockholder derivative suits and enforcement actions by regulatory authorities, the impact of adverse economic market conditions, including from social and political factors, and the occurrence of any other event, change or other circumstances that could give rise to impacts on operating results. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on June 16, 2025, and additional disclosures the Company makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and except as provided by law, the Company expressly disclaims any obligation or undertaking to any updated forward-looking statements.

Contacts

For investors:

Darrow Associates

Phone: (917) 886-9071

[email protected]

Source: Outdoor Holding Company