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 4, 2025

Smith & Wesson Brands, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-31552	87-0543688
(State or other jurisdiction<br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>Identification No.)

1852 Proffitt Springs Road

Maryville, Tennessee 37801

(Address of principal executive offices) (Zip Code)

(800) 331-0852

(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 (see General Instruction A.2. below):

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, Par Value $0.001 per Share	SWBI	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 (17 §CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02.	Results of Operations and Financial Condition.

We are furnishing the disclosure in this Item 2.02 in connection with the disclosure of information in the form of the textual information from a press release issued on September 4, 2025.

The information in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

The text included with this Current Report on Form 8-K is available on our website at www.smith-wesson.com, although we reserve the right to discontinue that availability at any time.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits.
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Exhibit No.
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99.1	Press release from Smith & Wesson Brands, Inc., dated September 4, 2025, entitled “Smith & Wesson Brands, Inc. Reports First Quarter Fiscal 2026 Financial Results
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.

	SMITH & WESSON BRANDS, INC.
Date: September 4, 2025	By:	/s/ Deana L. McPherson
		Deana L. McPherson
		Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Secretary

EX-99.1

Exhibit 99.1

Smith & Wesson Brands, Inc. Reports

First Quarter Fiscal 2026 Financial Results

•	Q1 Net Sales of $85.1 Million
•	Q1 Gross Margin of 25.9%; Non-GAAP Gross Margin of 26.0% <br>
---	---
•	Q1 Net Loss of $0.08/Share
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MARYVILLE, Tenn., September 4, 2025 – Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI), a U.S.-based leader in firearm manufacturing and design, today announced financial results for the first quarter fiscal year 2026, ended July 31, 2025.

Financial Highlights

•	Net sales were $85.1 million, a decrease of $3.3 million, or 3.7%, from the comparable quarter last<br>year.
•	Gross margin was 25.9% compared with 27.4% in the comparable quarter last year.
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•	GAAP net loss was $3.4 million, or $0. 08 per diluted share, compared with $1.9 million, or $0.04 per<br>diluted share, for the comparable quarter last year.
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•	Non-GAAP net loss was $3.4 million, or $0. 08 per diluted share,<br>compared with $881 thousand, or $0.02 per diluted share, for the comparable quarter last year. GAAP to non-GAAP adjustments for income exclude costs related to the relocation. For a detailed<br>reconciliation, see the schedules that follow in this release.
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•	Non-GAAP Adjusted EBITDAS was $8.0 million, or 9.5% of net sales,<br>compared with $10.2 million, or 11.8% of net sales, for the comparable quarter last year.
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Mark Smith, President and Chief Executive Officer, commented, “First quarter results came in better than expected, reflecting robust demand for our new products and continued strong market share for our broader portfolio in every firearms category in which we compete. Our performance during the seasonal slow period for firearms demonstrates the strength of our brand and the ongoing success of our innovation strategy. Innovation remains a cornerstone of our strategy, with new products accounting for 37.3% of sales in the first quarter. With a strong pipeline of new products upcoming, we will continue to invest in innovation to keep the line fresh, and ensure we maintain our leadership position.”

Deana McPherson, Executive Vice President and Chief Financial Officer, commented, “During the quarter, inventory at distributors declined by over 10% from the end of the prior quarter and by over 13% compared with the end of July 2024 in terms of actual units, indicating positive sell through of our products at retail and a good position for us as we look forward to the coming months. We expect a normal seasonal environment, causing our second fiscal quarter sales to grow significantly over the first quarter and to land roughly at 3-5% below the second quarter of fiscal 2025. Consistent with our capital allocation strategy, our board of directors has authorized a $0.13 per share quarterly dividend, which will be paid to stockholders of record on September 18, 2025 with payment to be made on October 2, 2025.”

Conference Call and Webcast

The company will host a conference call and webcast on September 4, 2025 to discuss its first quarter fiscal 2026 financial and operational results. Speakers on the conference call will include Mark Smith, President and Chief Executive Officer, and Deana McPherson, Executive Vice President and Chief Financial Officer. The conference call may include forward-looking statements. The conference call and webcast will begin at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). Interested parties in North America are invited to participate by dialing 1-877-704-4453. Interested parties from outside North America are invited to participate by dialing 1-201-389-0920. Participants should dial in at least 10 minutes prior to the start of the call. A live and archived webcast of the event will be available on the company’s website at www.smith-wesson.com under the Investor Relations section.

Reconciliation of U.S. GAAP to Non-GAAP Financial Measures

In this press release, certain non-GAAP financial measures, including “non-GAAP net income,” “Adjusted EBITDAS,” and “free cash flow” are presented. From time-to-time, we consider and use these supplemental measures of operating performance in order to provide the reader with an improved understanding of underlying performance trends. We believe it is useful for us and the reader to review, as applicable, both (1) GAAP measures that include (i) interest expense, (ii) income tax benefit, (iii) depreciation and amortization, (iv) stock-based compensation expense, (v) relocation expense, and (vi) the tax effect of non-GAAP adjustments; and (2) the non-GAAP measures that exclude such information. We present these non-GAAP measures because we consider them an important supplemental measure of our performance. Our definition of these adjusted financial measures may differ from similarly named measures used by others. We believe these measures facilitate operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain expense items that would not otherwise be apparent on a GAAP basis. These non-GAAP measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for our GAAP measures. The principal limitations of these measures are that they do not reflect our actual expenses and may thus have the effect of inflating its financial measures on a GAAP basis.

About Smith & Wesson Brands, Inc.

Smith & Wesson Brands, Inc. (NASDAQ Global Select: SWBI) is a U.S.-based leader in firearm manufacturing and design, delivering a broad portfolio of quality handgun, long gun, and suppressor products to the global consumer and professional markets under the iconic Smith & Wesson^®^ and Gemtech^®^ brands. The company also provides forging and machining services to third parties. For more information call (800) 331-0852 or visit www.smith-wesson.com.

Safe Harbor Statement

Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. Such forward-looking statements include, among others, that (i) with a strong pipeline of new products upcoming, we will continue to invest in innovation to keep the line fresh, and ensure we maintain our leadership position; and (ii) we expect a normal seasonal environment, causing our second fiscal quarter sales to grow significantly over the first quarter and to land roughly at 3-5% below the second quarter of fiscal 2025. We caution that these statements are qualified by important risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include, among others, economic, social, political, legislative, and regulatory factors; the impact of tariffs; the potential for increased regulation of firearms and firearm-related products; actions of social activists that could have an adverse effect on our business; the impact of lawsuits; the demand for our products; the state of the U.S. economy in general and the firearm industry in particular; general economic conditions and consumer spending patterns; our competitive environment; the supply, availability and costs of raw materials and components; our anticipated growth and growth opportunities; our strategies; our ability to maintain and enhance brand recognition and reputation; our ability to effectively manage and execute the relocation; our ability to introduce new products; the success of new products; the potential for cancellation of orders from our backlog; and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Contact:

investorrelations@smith-wesson.com

(413) 747-3448

SMITH &WESSON BRANDS, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

			April 30, 2025
ASSETS					****
Current assets:
Cash and cash equivalents	17,964		$	25,231
Marketable securities	3,219			—
Accounts receivable, net of allowances for credit losses of 5 on July 31, 2025 and 5 on<br>April 30, 2025	41,309			55,868
Inventories	203,097			189,840
Prepaid expenses and other current assets	9,041			6,260
Income tax receivable	883			66
Total current assets	275,513			277,265
Property, plant, and equipment, net of accumulated depreciation and amortization of 376,471 on<br>July 31, 2025 and 368,811 on April 30, 2025	239,407			242,648
Intangibles, net	2,370			2,409
Goodwill	19,024			19,024
Deferred income taxes	10,260			10,260
Other assets	8,059			8,006
Total assets	554,633		$	559,612
LIABILITIES AND STOCKHOLDERS’<br>EQUITY					****
Current liabilities:
Accounts payable	21,225		$	26,887
Accrued expenses and deferred revenue	18,104			24,678
Accrued payroll and incentives	7,689			9,060
Accrued profit sharing	4,636			4,636
Accrued warranty	1,252			1,379
Total current liabilities	52,906			66,640
Notes and loans payable	94,147			79,096
Finance lease payable, net of current portion	33,257			33,703
Other non-current liabilities	9,944			7,719
Total liabilities	190,254			187,158
Commitments and contingencies
Stockholders’ equity:
Preferred stock, 0.001 par value, 20,000,000 shares authorized, no shares issued or<br>outstanding	—			—
Common stock, 0.001 par value, 100,000,000 shares authorized, 75,988,368 issued and<br>44,310,374 shares outstanding on July 31, 2025 and 75,789,455 shares issued and 44,111,461 shares outstanding on April 30, 2025	76			76
Additional paid-in capital	299,175			298,075
Retained earnings	523,420			532,615
Treasury stock, at cost (31,677,994 shares on July 31, 2025 and 31,677,994 shares on<br>April 30, 2025)	(458,292	)		(458,312	)
Total stockholders’ equity	364,379			372,454
Total liabilities and stockholders’ equity	554,633		$	559,612

All values are in US Dollars.

SMITH & WESSON BRANDS, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended July 31,
	2025			2024
	(In thousands, except per share data)
Net sales	$	85,077		$	88,334
Cost of sales		63,003			64,148
Gross profit		22,074			24,186
Operating expenses:
Research and development		3,007			2,515
Selling, marketing, and distribution		8,752			9,889
General and administrative		13,316			13,366
Gain on sale/disposition of assets, net		(43	)		(58	)
Total operating expenses		25,032			25,712
Operating loss		(2,958	)		(1,526	)
Other expense, net:
Other income/(expense), net		62			(6	)
Interest expense, net		(1,205	)		(732	)
Total other expense, net		(1,143	)		(738	)
Loss before income taxes		(4,101	)		(2,264	)
Income tax benefit		(690	)		(409	)
Net loss	$	(3,411)		$	(1,855)
Net loss per share:
Basic - net loss	$	(0.08)		$	(0.04)
Diluted - net loss	$	(0.08)		$	(0.04)
Weighted average number of common shares outstanding:
Basic		44,262			45,321
Diluted		44,262			45,321

SMITH & WESSON BRANDS, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended July 31,
	2025			2024
	(In thousands)
Cash flows from operating activities:
Net loss	$	(3,411	)	$	(1,855	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,436			8,048
Gain on sale/disposition of assets		(43	)		(58	)
Deferred income taxes		—			84
Stock-based compensation expense		1,892			1,854
Non-cash sublease income		(442	)		(425	)
Other, net		(51	)		5
Changes in operating assets and liabilities:
Accounts receivable		14,559			11,307
Inventories		(13,257	)		(29,315	)
Prepaid expenses and other current assets		(2,781	)		(4,066	)
Income taxes		(817	)		(688	)
Accounts payable		(6,429	)		(11,740	)
Accrued payroll and incentives		(1,371	)		(4,839	)
Accrued profit sharing		—			59
Accrued expenses and deferred revenue		(4,092	)		526
Accrued warranty		(127	)		(70	)
Other assets		23			313
Other non-current liabilities		(199	)		45
Net cash used in operating activities		(8,110	)		(30,815	)
Cash flows from investing activities:
Purchases of marketable securities		(3,168	)		—
Payments to acquire patents and software		(54	)		(21	)
Proceeds from sale of property and equipment		49			58
Payments to acquire property and equipment		(4,291	)		(4,702	)
Net cash used in investing activities		(7,464	)		(4,665	)
Cash flows from financing activities:
Proceeds from loans and notes payable		20,000			30,000
Payments on finance lease obligation		(46	)		(44	)
Payments on notes and loans payable		(5,000	)		—
Payments to acquire treasury stock		—			(12,856	)
Dividend distribution		(5,855	)		(5,886	)
Payment of employee withholding tax related to restricted stock units		(792	)		(1,058	)
Net cash provided by financing activities		8,307			10,156
Net decrease in cash and cash equivalents		(7,267	)		(25,324	)
Cash and cash equivalents, beginning of period		25,231			60,839
Cash and cash equivalents, end of period	$	17,964		$	35,515
Supplemental disclosure of cash flow information
Cash paid for:
Interest, net of amounts capitalized	$	1,288		$	1,313
Income taxes	$	194		$	361

SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES

(Dollars in thousands, except per share data)

(Unaudited)

	For the Three Months Ended
	July 31, 2025					July 31, 2024
			% of Sales					% of Sales
GAAP net sales
Relocation							)
Non-GAAP net sales
GAAP gross profit				25.9	%				27.4	%
Relocation expenses
Non-GAAP gross profit				26.0	%				29.3	%
GAAP operating expenses				29.4	%				29.1	%
Relocation expenses							)
Non-GAAP operating expenses				29.5	%				29.5	%
GAAP operating loss		)		-3.5	%		)		-1.7	%
Relocation expenses
Non-GAAP operating loss		)		-3.4	%		)		-0.3	%
GAAP net loss		)		-4.0	%		)		-2.1	%
Relocation expenses
Tax effect of non-GAAP adjustments		)					)
Non-GAAP net loss		)		-4.0	%		)		-1.0	%
GAAP net loss per share - diluted		)					)
Relocation expenses
Tax effect of non-GAAP adjustments							)
Non-GAAP net loss per share - diluted		)					)		(a)

All values are in US Dollars.

(a)	Non-GAAP net loss per share does not foot due to rounding.<br>

SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP INCOME FROM OPERATIONS TO NON-GAAP ADJUSTED EBITDAS

(In thousands)

(Unaudited)

	For the Three Months Ended
	July 31, 2025			July 31, 2024
GAAP net loss	$	(3,411	)	$	(1,855	)
Interest expense		1,837			1,446
Income tax benefit		(690	)		(408	)
Depreciation and amortization		8,385			8,025
Stock-based compensation expense		1,892			1,854
Relocation expense		32			1,175
Non-GAAP Adjusted EBITDAS	$	8,045		$	10,237
Non-GAAP Adjusted EBITDAS Margin		9.5	%		11.8	%

SMITH & WESSON BRANDS, INC. AND SUBSIDIARIES

RECONCILIATION OF NET CASH USED IN OPERATING ACTIVITIES TO FREE CASH FLOW

(In thousands)

(Unaudited)

	For the Three Months Ended
	July 31, 2025			July 31, 2024
Net cash used in operating activities	$	(8,110	)	$	(30,815	)
Payments to acquire property and equipment		(4,291	)		(4,702	)
Free cash flow	$	(12,401	)	$	(35,517	)