When did Sportsman's Warehouse Holdings Inc file this 10-Q?

Sportsman's Warehouse Holdings Inc (SPWH) filed this Quarterly Report (Form 10-Q) with the SEC on June 2, 2026. The accession number assigned by EDGAR is 0001193125-26-253546.

What does a 10-Q disclose?

Form 10-Q is the SEC's quarterly report. Public companies file it after each of the first three fiscal quarters to disclose unaudited financial statements and management's discussion of operations. The fourth-quarter results are rolled into the annual 10-K instead.

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Form 10-Q is filed three times a year (after Q1, Q2, and Q3 — the fourth quarter rolls into the 10-K). 10-Qs contain unaudited interim financial statements and a shorter MD&A. They're due 40 or 45 days after quarter end depending on filer size.

Where can I find Sportsman's Warehouse Holdings Inc's prior quarterly reports on EDGAR?

The SEC EDGAR browser lists every 10-Q Sportsman's Warehouse Holdings Inc has filed under CIK 1132105, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.

Sportsman's Warehouse Holdings Inc (SPWH) 10-Q filed Jun 2, 2026

10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 2, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_______to_______

Commission File Number: 001-36401

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		39-1975614
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1475 West 9000 South, Suite A, West Jordan, Utah		84088
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 566-6681

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 $0.01 per share

SPWH

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

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: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding as of June 2, 2026 was 39,019,795.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

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		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):	4

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Operations	5

	Condensed Consolidated Statements of Stockholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31

Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

	Signatures	35

We operate on a fiscal calendar that, in a given fiscal year, consists of the 52- or 53-week period ending on the Saturday closest to January 31st. Our first fiscal quarters for fiscal year 2026 and fiscal year 2025 ended on May 2, 2026 and May 3, 2025, respectively. Both quarters consisted of 13 weeks and are referred to herein as the first quarter of fiscal year 2026 and the first quarter of fiscal year 2025, respectively. Fiscal year 2026 contains 52 weeks of operations and will end on January 30, 2027. Fiscal year 2025 contained 52 weeks of operations and ended on January 31, 2026.

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References throughout this document to “Sportsman’s Warehouse,” “we,” “us,” and “our” refer to Sportsman’s Warehouse Holdings, Inc. and its subsidiaries, and references to “Holdings” refer to Sportsman’s Warehouse Holdings, Inc. excluding its subsidiaries. References to (i) “fiscal year 2026” refer to our fiscal year ending January 30, 2027; and (ii) “fiscal year 2025” refer to our fiscal year ended January 31, 2026.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “10-Q”) contains statements that constitute forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. These statements concern our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition, which are subject to risks and uncertainties. All statements other than statements of historical fact included in this 10-Q are forward-looking statements. These statements may include words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “should,” “target,” “will,” “would” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events or trends. For example, all statements we make relating to our plans and objectives for future operations, growth or initiatives and strategies are forward-looking statements.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that predicting the impact of known factors is very difficult, and we cannot anticipate all factors that could affect our actual results.

All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:

•

current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, which may negatively impact the demand for our products and our ability to conduct our business;

•

our retail-based business model, which is impacted by general economic and market conditions such as elevated interest rates, inflationary pressures and economic, market and financial uncertainties that may cause a decline in consumer spending;

•

our concentration of stores in the Western United States, which makes us susceptible to adverse conditions in this region, and could affect our sales and cause our operating results to suffer;

•

the highly fragmented and competitive industry in which we operate and the potential for increased competition;

•

changes in consumer demands, including regional preferences, which we may not be able to identify and respond to in a timely manner;

•

our entrance into new markets or operations in existing markets, including our long-term strategy to open new stores in future periods, which may not be successful;

•

the costs to close underperforming stores, if we decide to do so, which costs may be significant;

•

stringent and evolving U.S. obligations related to data privacy and security; and

•

the impact of general macroeconomic conditions, such as labor shortages, inflation, elevated interest rates, the impacts of tariffs and trade disputes, economic slowdowns, and recessions or market corrections.

The above is not a complete list of factors or events that could cause actual results to differ from our expectations, and we cannot predict all of them. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements disclosed under “Part I,

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Item 1A., Risk Factors,” appearing in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (our “Fiscal 2025 Form 10-K”) and “Part I., Item 2., Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this 10-Q, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and public communications. You should evaluate all forward-looking statements made in this 10-Q and otherwise in the context of these risks and uncertainties.

Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements we make. These forward-looking statements speak only as of the date of this 10-Q and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties and other factors that are in many cases beyond our control. Except as required by law, we undertake no obligation to update or revise any forward-looking statements publicly, whether as a result of new information, future developments or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SPORTSMAN’S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts in Thousands, Except Par Value Data

(unaudited)


	May 2,		January 31,
	2026		2026
Assets
Current assets:
Cash and cash equivalents	$	2,054	$	1,659
Accounts receivable, net		1,644		4,390
Merchandise inventories		387,149		312,858
Prepaid expenses and other		19,857		18,834
Total current assets		410,704		337,741
Operating lease right of use asset		295,578		288,590
Finance lease right of use asset		1,136		1,215
Property and equipment, net		128,892		133,329
Goodwill		1,496		1,496
Definite lived intangibles, net		197		211
Total assets	$	838,003	$	762,582

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	75,892	$	44,933
Accrued expenses		110,709		102,450
Income taxes payable		710		64
Operating lease liability, current		54,991		53,763
Finance lease liability		298		295
Revolving line of credit		106,155		47,524
Total current liabilities		348,755		249,029
Long-term liabilities:
Deferred income taxes		408		—
Term loan, net		44,323		44,165
Operating lease liability, noncurrent		276,489		279,933
Finance lease liability, noncurrent		824		895
Total long-term liabilities		322,044		324,993
Total liabilities		670,799		574,022

Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value; 20,000 shares authorized; 0 shares issued and outstanding		—		—
Common stock, $.01 par value; 100,000 shares authorized; 38,968 and 38,641 shares issued and outstanding, respectively		390		386
Additional paid-in capital		89,399		88,911
Accumulated earnings		77,415		99,263
Total stockholders’ equity		167,204		188,560
Total liabilities and stockholders’ equity	$	838,003	$	762,582

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Amounts in Thousands, Except Per Share Data

(unaudited)


	Thirteen Weeks Ended
	May 2,			May 3,
	2026			2025
Net sales	$	256,078		$	249,103
Cost of goods sold		180,295			173,460
Gross profit		75,783			75,643

Selling, general, and administrative expenses		93,887			95,256
Loss from operations		(18,104	)		(19,613	)
Other losses		77			—
Interest expense		2,624			2,971
Loss before income taxes		(20,805	)		(22,584	)
Income tax expense (benefit)		1,043			(1,330	)
Net loss	$	(21,848	)	$	(21,254	)
Loss per share:
Basic	$	(0.56	)	$	(0.56	)
Diluted	$	(0.56	)	$	(0.56	)
Weighted average shares outstanding:
Basic		38,764			38,144
Diluted		38,764			38,144

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Amounts in Thousands

(unaudited)


For the Thirteen Weeks Ended May 2, 2026 and May 3, 2025
											Additional			Accumulated			Total
							Restricted nonvoting				paid-in-			(deficit)			stockholders'
	Common Stock						Common Stock				capital			earnings			equity
	Shares			Amount			Shares		Amount		Amount			Amount			Amount

Balance at February 1, 2025		38,041		$	380			—	$	—	$	86,000		$	149,324		$	235,704
Vesting of restricted stock units		420			4			—		—		(4	)		—			—
Payment of withholdings on restricted stock units		(143	)		(1	)		—		—		(185	)		—			(186	)
Stock-based compensation		—			—			—		—		793			—			793
Net loss		—			—			—		—		—			(21,254	)		(21,254	)
Balance at May 3, 2025		38,318		$	383			—	$	—	$	86,604		$	128,070		$	215,057

Balance at January 31, 2026		38,641		$	386			—	$	—	$	88,911		$	99,263		$	188,560
Vesting of restricted stock units		524			5			—		—		(5	)		—			—
Payment of withholdings on restricted stock units		(197	)		(1	)		—		—		(286	)		—			(287	)
Stock-based compensation		—			—			—		—		779			—			779
Net loss		—			—			—		—		—			(21,848	)		(21,848	)
Balance at May 2, 2026		38,968		$	390			—	$	—	$	89,399		$	77,415		$	167,204

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in Thousands

(unaudited)


	Thirteen Weeks Ended
	May 2,			May 3,
	2026			2025
Cash flows from operating activities:
Net loss	$	(21,848	)	$	(21,254	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation of property and equipment		8,619			9,846
Amortization of discount on debt and deferred financing fees		197			136
Amortization of definite lived intangible		14			14
Loss on asset dispositions		69			64
Deferred income taxes		408			(946	)
Stock-based compensation		779			793
Change in operating assets and liabilities, net of amounts acquired:
Accounts receivable, net		2,747			(523	)
Operating lease assets and liabilities		(9,125	)		(1,373	)
Merchandise inventories		(74,291	)		(70,310	)
Prepaid expenses and other		(1,061	)		(3,828	)
Accounts payable		30,942			22,986
Accrued expenses		6,534			3,869
Income taxes payable and receivable		646			292
Net cash used in operating activities		(55,370	)		(60,234	)
Cash flows from investing activities:
Purchase of property and equipment		(4,243	)		(3,815	)
Proceeds from sale of property and equipment		8			11
Net cash used in investing activities		(4,235	)		(3,804	)
Cash flows from financing activities:
Net borrowings on line of credit		58,631			67,210
Increase (decrease) in book overdraft		1,726			(2,239	)
Payment of finance leases		(70	)		—
Payment of withholdings on restricted stock units		(287	)		(186	)
Payment of deferred financing costs and discount on term loan		—			(19	)
Net cash provided by financing activities		60,000			64,766
Net change in cash and cash equivalents		395			728
Cash and cash equivalents at beginning of period		1,659			2,832
Cash and cash equivalents at end of period	$	2,054		$	3,560

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	2,699		$	2,821
Income taxes, net of refunds		(10	)		676

Supplemental schedule of noncash activities:
Purchases of property and equipment included in accounts payable and accrued expenses	$	810		$	1,371

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Dollars in Thousands, except per share amounts (unaudited)

(1) Description of Business and Basis of Presentation

Description of Business

Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (“Holdings”), and its subsidiaries (collectively, the “Company”) operate retail sporting goods stores. As of May 2, 2026, the Company operated 147 stores in 32 states. The Company also operates an e-commerce platform at www.sportsmans.com. The Company’s stores and website are aggregated into one operating and reportable segment.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited and have been prepared by management of the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s condensed consolidated balance sheet as of January 31, 2026 was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and reflect all adjustments that are, in the opinion of management, necessary to summarize fairly the Company’s condensed consolidated financial statements for the periods presented. All of these adjustments are of a normal recurring nature. The results of the fiscal quarter ended May 2, 2026 are not necessarily indicative of the results to be obtained for the fiscal year ending January 30, 2027. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026 (the “Fiscal 2025 Form 10-K”).

(2) Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to the Fiscal 2025 Form 10-K. The Company has consistently applied the accounting policies to all periods presented in the condensed consolidated financial statements presented herein.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which includes improvements to the disclosures in the notes to the financial statements of specified information about certain costs and expenses. This ASU requires the disclosure of (1) amounts of certain relevant expenses included in each caption on the face of the financial statements, (2) certain amounts that are already required to be disclosed under GAAP in the same disclosure as the other disaggregation requirements, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. This ASU is effective for public entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is evaluating the future impact of the issuance of this ASU on its consolidated financial statements.

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(3) Revenue Recognition

Revenue recognition accounting policy

The Company operates solely as an outdoor retailer, which includes both retail stores and an e-commerce platform, that offers a broad range of products in the United States and online. Generally, all revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration in exchange for those goods. Accordingly, the Company implicitly enters into a contract with customers to deliver merchandise inventory at the point of sale. Collectability is reasonably assured since the Company only extends immaterial credit for purchases to certain municipalities.

Substantially all of the Company’s revenue is for single performance obligations for the following distinct items:

•

Retail store sales

•

E-commerce sales

•

Gift cards and loyalty rewards program

For performance obligations related to retail store and e-commerce sales contracts, the Company typically transfers control, for retail stores, upon consummation of the sale when the product is paid for and taken by the customer and, for e-commerce sales, when the products are tendered for delivery to the common carrier.

The transaction price for each contract is the stated price on the product, reduced by any stated discounts at that point in time. The Company does not engage in sales of products that attach a future material right which could result in a separate performance obligation for the purchase of goods in the future at a material discount. The implicit point-of-sale contract with the customer, as reflected in the transaction receipt, states the final terms of the sale, including the description, quantity, and price of each product purchased. Payment for the Company’s contracts is due in full upon delivery. The customer agrees to a stated price implicit in the contract that does not vary over the contract.

The transaction price relative to sales subject to a right of return reflects the amount of estimated consideration to which the Company expects to be entitled. This amount of variable consideration included in the transaction price, and measurement of net sales, is included in net sales only to the extent that it is probable that there will be no significant reversal in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The allowance for sales returns is estimated based upon historical experience and a provision for estimated returns is recorded as a reduction in sales in the relevant period. The estimated merchandise inventory cost related to the sales returns is recorded in prepaid expenses and other. The estimated refund liabilities are recorded in accrued expenses. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net sales and earnings in the period such variances become known.

Contract liabilities are recognized primarily for gift card sales and the Company’s loyalty reward program. Cash received from the sale of gift cards is recorded as a contract liability in accrued expenses, and the Company recognizes revenue upon the customer’s redemption of the gift card. Gift card breakage is recognized as revenue in proportion to the pattern of customer redemptions by applying a historical breakage rate of 4.0% when no escheat liability to relevant jurisdictions exists. Based upon historical experience, gift cards are predominantly redeemed in the first two years following their issuance date. The Company does not sell or provide gift cards that carry expiration dates.

Accounting Standards Codification (“ASC”) 606 requires the Company to allocate the transaction price between the goods and the loyalty reward points based on the relative standalone selling price. The Company recognizes revenue for the breakage of loyalty reward points as revenue in proportion to the pattern of customer redemption of the points by applying an estimated breakage rate of 35.0% using historical rates and future expectations.

As it relates to e-commerce sales, the Company accounts for shipping and handling as fulfillment activities, and not as a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance

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obligation, the sale of the product, at the shipping point (when the customer gains control). Revenue associated with shipping and handling is not material. The costs associated with fulfillment are recorded in costs of goods sold.

The Company offers promotional financing and credit cards issued by a third-party bank that manages and directly extends credit to the Company’s customers. The Company provides a license to its brand and marketing services, and the Company facilitates credit applications in its stores and online. The banks are the sole owners of the accounts receivable generated under the program and, accordingly, the Company does not hold any customer receivables related to these programs and acts as an agent in the financing transactions with customers. The Company is eligible to receive a profit share from certain of its banking partners based on the annual performance of their corresponding portfolio, and the Company receives monthly payments based on forecasts of full-year performance. This is a form of variable consideration. The Company records such profit share as revenue over time using the most likely amount method, which reflects the amount earned each month when it is determined that the likelihood of a significant revenue reversal is not probable, which is typically monthly. Profit-share payments occur monthly, shortly after the end of each program month.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Sales returns

The Company allows customers to return items purchased within 30 days provided the merchandise is in resaleable condition with original packaging and the original sales/gift receipt is presented. The Company estimates a reserve for sales returns and records the respective reserve amounts, including a right to return asset when a product is expected to be returned and resold. Historical experience of actual returns and customer return rights are the key factors used in determining the estimated sales returns.

Contract balances

The following table provides information about right of return assets, contract liabilities, and sales return liabilities with customers as of May 2, 2026 and January 31, 2026:


	May 2, 2026			January 31, 2026
Right of return assets, which are included in prepaid expenses and other	$	1,754		$	1,567
Estimated gift card contract liability, net of breakage		(30,611	)		(32,278	)
Estimated loyalty contract liability, net of breakage		(5,361	)		(5,276	)
Sales return liabilities, which are included in accrued expenses		(2,618	)		(2,339	)

During the 13 weeks ended May 2, 2026, the Company recognized approximately $363 in gift card breakage and approximately $683 in loyalty breakage. During the 13 weeks ended May 3, 2025, the Company recognized approximately $379 in gift card breakage and approximately $1,024 in loyalty breakage. During the 13 weeks ended May 2, 2026, the Company recognized revenue of $8,232 relating to contract liabilities that existed at January 31, 2026.

The current balance of the right of return assets is the expected amount of inventory to be returned that is expected to be resold. The current balance of the contract liabilities primarily relates to the gift card and loyalty reward program liabilities. The Company expects the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions over the next two years. The current balance of sales return liabilities is the expected amount of sales returns from sales that have occurred.

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Disaggregation of revenue from contracts with customers

In the following table, revenue from contracts with customers is disaggregated by department. The percentage of net sales related to the Company’s departments during the 13 weeks ended May 2, 2026 and May 3, 2025, was approximately:


		Thirteen Weeks Ended
		May 2,			May 3,
Department	Product Offerings	2026			2025
Camping	Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools		7.1	%		8.5	%
Apparel	Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear		5.2	%		5.8	%
Fishing	Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats		12.4	%		12.1	%
Footwear	Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots		4.5	%		5.2	%
Hunting and Shooting Sports	Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear		66.4	%		63.6	%
Optics, Electronics, Accessories and Other	Gift items, GPS devices, knives, lighting, optics, two-way radios, and other license revenue, net of revenue discounts		4.4	%		4.8	%
Total			100.0	%		100.0	%

(4) Property and Equipment

Property and equipment consisted of the following as of May 2, 2026 and January 31, 2026:


	May 2,			January 31,
	2026			2026
Furniture, fixtures, and equipment	$	186,963		$	185,597
Leasehold improvements		227,894			226,651
Construction in progress		2,250			710
Total property and equipment, gross		417,107			412,958
Less accumulated depreciation and amortization		(288,215	)		(279,629	)
Total property and equipment, net	$	128,892		$	133,329

(5) Accrued Expenses

Accrued expenses consisted of the following as of May 2, 2026 and January 31, 2026:


	May 2,		January 31,
	2026		2026
Book overdraft	$	21,358	$	19,632
Unearned revenue		38,780		42,080
Accrued payroll and related expenses		16,826		12,757
Sales and use tax payable		5,654		4,589
Other		28,091		23,392
Total accrued expenses	$	110,709	$	102,450

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(6) Leases

At the inception of the lease, the Company’s leases have remaining certain lease terms of up to 12 years, which typically includes multiple options for the Company to extend the lease which are not reasonably certain.

During the period ended August 2, 2025, the Company changed the presentation of certain lease-related items within the Operating Activities section of the Statement of Cash Flows. Previously, changes in noncash lease expense and changes in operating lease liabilities were presented as separate line items. Beginning with the period ended August 2, 2025, these amounts are combined and presented as a single line item titled “Lease assets and liabilities.”

The change was made to streamline the presentation and provide a more concise view of lease-related operating cash flow activity. Prior period amounts have been reclassified to conform to the current period presentation. This change had no impact on total net cash provided by operating activities.

During the fiscal year ended January 31, 2026, the Company entered into finance lease arrangements for cash management equipment, including money counting machines and store safes, utilized in retail store operations. These arrangements generally have initial lease terms of four years. The leased equipment is recognized as finance lease right-of-use assets with corresponding finance lease liabilities on the consolidated balance sheets. Lease expense is recognized through depreciation of the right-of-use assets and interest on the related lease liabilities over the lease term.

The Company has certain retail locations at which the leases provide for variable payments for common area maintenance, property taxes, insurance and rental payments based on future sales volumes at the leased location, which are not measurable at the inception of the lease. The Company recognizes variable lease expense for these leases in the period incurred.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

During the 13 weeks ended May 2, 2026, the Company recorded a net non-cash decrease of $112 to the right of use assets and operating lease liabilities resulting from lease remeasurements from the exercise of lease extension options, acquired leases, new leases added and lease amendments.

In accordance with ASC 842, total lease expense was comprised of the following for the periods presented:


	Thirteen Weeks Ended
	May 2,		May 3,
	2026		2025
Operating lease expense	$	17,464	$	17,319
Finance lease expense	$	87	$	—
Variable lease expense		6,509		6,557
Short-term lease expense		148		101
Total lease expense	$	24,208	$	23,977

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In accordance with ASC 842, other information related to leases was as follows for the periods presented:


	Thirteen Weeks Ended
	May 2,		May 3,
	2026		2025
Operating cash flows from operating leases	$	19,116	$	18,265
Operating cash flows from finance leases		87		—


	As of May 2,			As of May 3,
	2026			2025
Right-of-use assets obtained in exchange for new or remeasured operating lease liabilities	$	(112	)	$	(3,953	)
Weighted-average remaining lease term (in years)
Operating leases		5.58			6.08
Finance leases		3.85			-
Weighted-average discount rate
Operating leases		7.3	%		7.4	%
Finance leases		0.05			-

In accordance with ASC 842, maturities of operating lease liabilities as of May 2, 2026 were as follows:


	Operating		Finance
Fiscal Year Ending:	Leases		Leases
2026 (remainder)	$	57,640	$	261
2027		71,906		348
2028		65,970		348
2029		56,807		261
2030		51,136		—
Thereafter		111,453		—
Undiscounted cash flows	$	414,912	$	1,218
Reconciliation of lease liabilities:
Present values	$	331,480	$	1,122
Lease liabilities - current		54,991		298
Lease liabilities - noncurrent		276,489		824
Lease liabilities - total	$	331,480	$	1,122
Difference between undiscounted and discounted cash flows	$	83,432	$	96

(7) Segments

The Company has one reportable segment, Sportsman’s Warehouse, which operates solely as a sporting goods retailer, including both retail stores and an e-commerce platform. The single operating segment derives revenues from customers purchasing goods from both the Company’s retail stores and its e-commerce platform.

The CODM assesses performance for the single operating segment and decides how to allocate resources based on net income (loss) that also is reported on the condensed consolidated statement of operations.

The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets. Asset information is not presented here because its presentation here would be duplicative of the condensed consolidated balance sheets.

Net income is used in monitoring budget versus actual results. The CODM also uses net income (loss) in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

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The Company’s single reportable segment revenue, segment profit or loss, and significant segment expenses are as follows:


	Thirteen Weeks Ended
	May 2,			May 3,
	2026			2025
Net sales	$	256,078		$	249,103
Cost of goods sold		180,295			173,460
Gross profit		75,783			75,643

Selling, general and administrative expenses
Payroll		41,164			42,568
Rent		24,208			23,917
Depreciation and amortization		8,633			9,860
Nonrecurring operating expenses (1)		643			—
Pre-opening (2)		—			71
Other operating (3)		19,239			18,840
Total selling, general and administrative expenses		93,887			95,256
(Loss) income from operations		(18,104	)		(19,613	)
Other (income) expense:
Other losses		77			—
Interest expense		2,624			2,971
(Loss) income before income taxes		(20,805	)		(22,584	)
Income tax (benefit) expense		1,043			(1,330	)
Consolidated net (loss) income	$	(21,848	)	$	(21,254	)

(1)

Represents certain expenses the Company believes fall outside of typical costs related to normal operating conditions including management transition costs and executive retention.

(2)

Represents expenses incurred due to the opening of new store locations.

(3)

Significant expenses in Other operating, include: marketing, credit card fees, utilities, insurance, software support, consulting and legal.

(8) Long-Term Debt

Long-term debt consisted of the following as of May 2, 2026 and January 31, 2026:


	May 2,			January 31,
	2026			2026
Term loan	$	45,000		$	45,000
Less discount		(677	)		(835	)
		44,323			44,165
Less current portion, net of discount		—			—
Long-term portion	$	44,323		$	44,165

Term Loan

On July 30, 2024, Sportsman’s Warehouse, Inc. (“SWI”) a wholly owned subsidiary of Holdings, as lead borrower, Holdings, as guarantor, and other subsidiaries of Holdings, each as borrowers, and PLC Agent LLC, as administrative and collateral agent for various lenders affiliated with Pathlight Capital (the “ABL Lenders”), entered into an ABL Term Loan Credit Agreement (as amended, the “Term Loan Agreement”) that governs the Company’s outstanding term loans. The Term Loan Agreement provides for a senior secured term loan credit facility (the “Term

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Loan Facility”) in an aggregate principal amount of $45,000, consisting of $25,000 in an initial ABL term loan (the “Initial Term Loan”) and $20,000 in a delayed draw ABL term loan (the “Delayed Draw Term Loan” and collectively with the Initial Term Loan, the “Term Loans”) that were made by the ABL Lenders on July 30, 2024 and July 30, 2025, respectively. The proceeds from the Initial ABL Term Loan were used to repay obligations under the Revolving Line of Credit described in Note 9.

The Company incurred deferred financing costs and discounts related to the Term Loans of approximately $1,563. These costs offset the recorded carrying amount of the Term Loans on the condensed consolidated balance sheet and are amortized to interest expense over the life of the Term Loans. As of May 2, 2026 and January 31, 2026, the Company had $45,000 and $45,000, respectively, in outstanding Term Loans. As of May 2, 2026, the Company did not have any remaining amount available for borrowing under the Term Loan Facility.

The availability of loans under the Term Loan Facility was subject to a borrowing base calculation based on eligible credit card receivables, eligible inventory, the revolving borrowing base determined under the Revolving Line of Credit, and reserves. The Term Loans have a stated maturity date of the earlier of July 30, 2029 or the maturity date of the Revolving Line of Credit (described below). Borrowings under the Term Loans bear interest at a rate equal to the greater of a floor rate of 3.0% or (i) a specified term secured overnight financing rate (“SOFR”), plus (ii) 0.10% as a SOFR adjustment, plus (iii) the applicable margin as specified in the Term Loan Agreement. The applicable margin means either 3.50% or 6.50% depending on the type of term loan. Under the Term Loan Agreement, loans may be required to be converted to base rate loans and in such case, the applicable margin rate will increase by 1.0%. The interest rate on the outstanding Term Loans as of May 2, 2026 was 9.80%.

Subject to specified exceptions, SWI and the other borrowers may be required to make mandatory prepayments on the Term Loans in the event of certain dispositions of certain property or assets, in the event of receipt of certain tax refunds, insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

In addition, the Term Loan Agreement contains customary affirmative and negative covenants, including covenants that limit the ability of the Company to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The Term Loan Agreement also requires the Company to maintain a minimum availability at all times under its Revolving Line of Credit of not less than the greater of $30,000 and 10% of the gross borrowing base as defined in the Revolving Line of Credit Agreement and contains customary events of default, including defaults triggered by defaults under the Revolving Line of Credit. See Note 9 for information on the Revolving Line of Credit.

Each of the subsidiaries of Holdings is a borrower under the Term Loan Facility, and all obligations under the Term Loan Facility are guaranteed by Holdings. All obligations under the Term Loan Facility are secured by a lien on substantially all of Holdings’ assets and the assets of all of Holdings’ subsidiaries, including a pledge of all capital stock of each of Holdings’ subsidiaries. The lien securing the obligations under the Term Loan Facility is a first priority lien as to equipment, fixtures, intellectual property and equity interests.

As of May 2, 2026 and January 31, 2026, the Company had $677 and $835, respectively, in outstanding deferred financing fees and discounts related to the Term Loans. During the 13 weeks ended May 2, 2026, the Company recognized $158 of non-cash interest expense with regard to the amortization of deferred financing fees and discounts related to the Term Loans. During the 13 weeks ended May 3, 2025, the Company recognized $102 of non-cash interest expense with regard to the amortization of deferred financing fees and discounts related to the Term Loans.

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The scheduled minimum payments on outstanding long-term debt were as follows as of May 2, 2026:


Fiscal Year Ending:	Minimum Payments
2026 (remainder)	$	—
2027		45,000
Total	$	45,000

(9) Revolving Line of Credit

SWI, as lead borrower, Holdings, and other subsidiaries of Holdings, each as borrowers, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, swing line lender, letter of credit issuer and lender, with a consortium of banks led by Wells Fargo, entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”). Through the Second Amendment, the parties agreed to amend the Amended and Restated Credit Agreement, dated as of May 23, 2018, as previously amended May 17, 2022 by and among SWI, as lead borrower, and Wells Fargo, as agent and a lender, and the other parties listed on the signature pages thereto (as amended, including by the Second Amendment, the “Revolving Line of Credit Agreement”) that governs the Company's revolving line of credit (the “Revolving Line of Credit”).

The Company did not incur any additional fees related to the Revolving Line of Credit and will continue to amortize the prior recorded fees of $508 paid to various parties which were capitalized in association with the May 17, 2022 amendment. Fees associated with the Revolving Line of Credit were recorded in prepaid expenses and other assets.

As of May 2, 2026 and January 31, 2026, the Company had $118,858 and $57,936, respectively, in outstanding revolving loans under the Revolving Line of Credit. Amounts outstanding are offset on the condensed consolidated balance sheets by amounts in depository accounts under lock-box type arrangements, which were $12,703 and $10,412 as of May 2, 2026 and January 31, 2026, respectively. As of May 2, 2026, the Company had $114,588 available for borrowing under the Revolving Line of Credit, calculated based upon certain borrowing base restrictions and stand-by commercial letters of credit of $2,982 under the terms of the Revolving Line of Credit.

Borrowings under the Revolving Line of Credit bear interest based on either the base rate or Term SOFR (as defined in the Revolving Line of Credit Agreement), at the Company’s option, in each case plus an applicable margin. The base rate is the greatest of (1) the floor rate (as defined in the Revolving Line of Credit Agreement as a rate of interest equal to 0.0%) (2) Wells Fargo’s prime rate, (3) the federal funds rate (as defined in the Revolving Line of Credit Agreement) plus 0.50% or (4) the one-month Term SOFR (as defined in the Revolving Line of Credit) plus 1.00%. The applicable margin for loans under the Revolving Line of Credit, which varies based on the average daily availability, ranges from 0.25% to 0.50% per year for base rate loans and from 1.35% to 1.60% per year for Term SOFR loans. The Company is required to pay a commitment fee for the unused portion of the Revolving Line of Credit, which will range from 0.20% to 0.225% per annum, depending on the average daily availability under the Revolving Line of Credit. The weighted average interest rate on the amounts outstanding under the Revolving Line of Credit as of May 2, 2026 and January 31, 2026 was 5.58% and 5.09%, respectively.

The Company may be required to make mandatory prepayments under the Revolving Line of Credit in the event of a disposition of certain property or assets, in the event of receipt of certain insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

The Revolving Line of Credit Agreement contains customary affirmative and negative covenants, including covenants that limit the Company’s ability to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The Revolving Line of Credit Agreement also requires the Company to maintain a minimum availability at all times under its Revolving Line of Credit of not less than the greater of $30,000 and 10% of the gross borrowing base as defined in the Revolving Line of Credit and contains customary events of default, including defaults triggered by defaults under the Term Loan. As of May 2, 2026, the Company held approximately $395,816 in collateralized eligible

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inventory and credit card receivables related to the Term Loan and the Revolving Line of Credit. The Revolving Line of Credit matures on May 27, 2027.

Each of the subsidiaries of Holdings is a borrower under the Revolving Line of Credit, and all obligations under the Revolving Line of Credit are guaranteed by Holdings. All of the obligations under the Revolving Line of Credit are secured by a lien on substantially all of Holdings’ tangible and intangible working capital assets and the tangible and intangible working capital assets of all of Holdings’ subsidiaries, including a pledge of all capital stock of each of Holdings’ subsidiaries. The lien securing the obligations under the Revolving Line of Credit is a first priority lien as to certain liquid assets, including cash, accounts receivable, deposit accounts and inventory.

As of May 2, 2026 and January 31, 2026, the Company had $163 and $201, respectively, in outstanding deferred financing fees. During the 13 weeks ended May 2, 2026 and May 3, 2025, the Company recognized $38 and $38, respectively, of non-cash interest expense with regard to the amortization of deferred financing fees.

During the 13 weeks ended May 2, 2026 and May 3, 2025, gross borrowings under the Revolving Line of Credit were $341,347 and $340,138, respectively. During the 13 weeks ended May 2, 2026 and May 3, 2025, gross paydowns under the Revolving Line of Credit were $281,673 and $274,919, respectively.

Restricted Net Assets

The provisions of the Term Loan Agreement and the Revolving Line of Credit Agreement restrict all of the net assets of the Company’s consolidated subsidiaries, which constitute all of the net assets on the Company’s condensed consolidated balance sheet as of May 2, 2026, from being used to pay any dividends without prior written consent from the financial institutions party to the respective agreement.

(10) Income Taxes

During the 13 weeks ended May 2, 2026 and May 3, 2025, the Company recognized income tax expense of $1,043 and income tax benefit of $1,330, respectively. The Company’s effective tax rate during the 13 weeks ended May 2, 2026 and May 3, 2025 was -5.0% and 5.9%, respectively. The Company’s effective tax rate will generally differ from the U.S. Federal statutory rate of 21.0%, due to state taxes, permanent items, and discrete items relating to stock award deductions, and any expense offset by a valuation allowance.

(11) Stockholders’ Equity

Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of nonvested share awards and nonvested share unit awards.

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The following table sets forth the computation of basic and diluted earnings per share for the periods presented:


	Thirteen Weeks Ended
	May 2,			May 3,
	2026			2025
Net loss	$	(21,848	)	$	(21,254	)
Weighted average shares of common stock outstanding:
Basic		38,764			38,144
Dilutive effect of common stock equivalents		—			—
Diluted		38,764			38,144
Basic loss per share	$	(0.56	)	$	(0.56	)
Diluted loss per share	$	(0.56	)	$	(0.56	)
Restricted stock units considered anti-dilutive and excluded in the calculation		853			1,712

(12) Stock-Based Compensation

Stock-Based Compensation

During the 13 weeks ended May 2, 2026 and May 3, 2025, the Company recognized total stock-based compensation expense of $779 and $793, respectively. Compensation expense related to the Company’s stock-based payment awards is recognized in selling, general, and administrative expenses in the condensed consolidated statements of operations.

Employee Stock Plan

As of May 2, 2026, the number of shares available for awards under the Amended and Restated 2019 Performance Incentive Plan (as amended and restated, the “Amended 2019 Plan”) was 536. As of May 2, 2026, there were 2,762 unvested stock awards outstanding under the 2019 Plan.

Employee Stock Purchase Plan

The Company also maintains an Amended and Restated Employee Stock Purchase Plan (the “ESPP”) that was approved by the Company’s stockholders in fiscal year 2015, under which 1,600 shares of common stock were authorized. During the 13 weeks ended May 2, 2026, no shares were issued under the ESPP and, as of May 2, 2026, the number of shares available for issuance was 638.

Nonvested Performance-Based Stock Awards

During the 13 weeks ended May 2, 2026, the Company did not issue any performance-based stock awards to employees.

During the 13 weeks ended May 3, 2025, the Company did not issue any performance-based stock awards to employees.

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The following table sets forth the rollforward of outstanding nonvested performance-based stock awards (per share amounts are not in thousands):


			Weighted
			average
			grant-date
	Shares		fair value
Balance at January 31, 2026		83	$	2.84
Grants		—		—
Forfeitures		—		—
Vested		—		—
Balance at May 2, 2026		83	$	2.84


			Weighted
			average
			grant-date
	Shares		fair value
Balance at February 1, 2025		12	$	8.40
Grants		—		—
Forfeitures		—		—
Vested		—		—
Balance at May 3, 2025		12	$	8.40

Nonvested Stock Unit Awards

During the 13 weeks ended May 2, 2026, the Company issued 1,525 nonvested stock units to employees at a weighted average grant date fair value of $1.38 per share. The shares vest over a three-year period with one third of the shares vesting on each anniversary of the grant date.

During the 13 weeks ended May 3, 2025, the Company issued 835 nonvested stock units to employees at a weighted average grant date fair value of $1.02 per share. The shares vest over a three-year period with one third of the shares vesting on each anniversary of the grant date.

The following table sets forth the rollforward of outstanding nonvested stock units (per share amounts are not in thousands):


				Weighted
				average
				grant-date
	Shares			fair value
Balance at January 31, 2026		1,735		$	2.55
Grants		1,525			1.38
Forfeitures		(2	)		6.61
Vested		(589	)		2.60
Balance at May 2, 2026		2,669		$	1.87


				Weighted
				average
				grant-date
	Shares			fair value
Balance at February 1, 2025		1,700		$	4.01
Grants		835			1.02
Forfeitures		(27	)		5.05
Vested		(498	)		4.37
Balance at May 3, 2025		2,010		$	2.67

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(13) Commitments and Contingencies

Legal Matters

The Company is involved in various legal matters generally incidental to its business. After discussion with legal counsel, management is not aware of any matters for which the likelihood of a loss is probable and reasonably estimable, and which could have a material impact on its consolidated financial condition, liquidity, or results of operations.

On July 18, 2024, and January 13, 2025, respectively, Kjersten Higley filed putative class action lawsuits against the Company in the Superior Court of the State of Washington in King County. The complaints asserted claims on behalf of purported classes of individuals alleging, among other things, that the Company failed to properly compensate class members for all time worked and business expenses and that certain individuals were required to enter into non-disclosure agreements that allegedly restricted discussion of compensation. The matters were subsequently consolidated, and the parties have reached an agreement in principle to resolve the consolidated action, which is subject to final approval by the Court. The Company denies the allegations and any liability or wrongdoing.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in the “Risk Factors” section in Part I., Item 1A. of our Fiscal 2025 Form 10-K. Also see “Special Note Regarding Forward-Looking Statements” preceding Part I. of this 10-Q. Additionally, our historical results are not necessarily indicative of the results that may be expected or achieved for any future period.

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by reference to, the unaudited condensed consolidated financial statements and the notes thereto included in this 10-Q.

Overview

We are an outdoor sporting goods retailer focused on meeting the everyday needs of the seasoned outdoor veteran, the first-time participant and everyone in between. Our mission is to provide outstanding gear and exceptional service to inspire outdoor memories.

Our business was founded in 1986 as a single retail store in Midvale, Utah. Today, we operate 147 stores in 32 states, totaling approximately 5.5 million gross square feet. We also operate an e-commerce platform at www.sportsmans.com. We do not incorporate the information on or accessible through our website into this 10-Q, and you should not consider any information on, or that can be accessed through, our website as part of this 10-Q.

Our stores and our e-commerce platform are aggregated into one operating and reportable segment.

Impact of Macroeconomic Conditions

Our financial results and operations have been, and will continue to be, impacted by events outside of our control.

Our business continues to face widespread macroeconomic uncertainties, including the impact of changes to international trade policies and increased tariff rates, inflation, elevated interest rates, elevated fuel prices, recession risks and rising global political tensions. We continue to monitor the potential impact of these broader consumer spending pressures on our business. While we cannot predict the ultimate impact of such uncertainties on our financial results for fiscal year 2026 and beyond, we believe these factors could affect our sales in fiscal year 2026. We remain measured in our outlook for the year.

During the fiscal year ended January 31, 2026, certain retail store locations experienced four-wall Adjusted EBITDA losses and declines in projected cash flows. As a result, we performed an impairment assessment for these locations and we recognized impairment losses of $17.8 million as of January 31, 2026 related to ten underperforming store locations. We anticipate closing approximately five of our underperforming stores within the next year. Store closures or other strategic actions may be taken in the future, which could result in additional impairment charges. We do not plan to open new stores in fiscal year 2026 as we assess our new store expansion strategy and prioritize capital allocation for critical technology investments and debt repayment.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures for determining how our business is performing are net sales, same store sales, gross margin, selling, general and administrative expenses, income from operations and Adjusted EBITDA, which we define as net loss plus interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, management transition costs and executive retention costs.

Net Sales and Same Store Sales

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Our net sales are primarily received from revenue generated in our stores and also include sales generated through our e-commerce platform. When measuring revenue generated from our stores, we review our same store sales as well as the performance of our stores that have not operated for a sufficient amount of time and include each in same store sales. We include net sales from a store in same store sales on the first day of the 13th full fiscal month following the store’s grand opening or acquisition by us. We exclude sales from stores that were closed during the period from our same store sales calculation. We include net sales from e-commerce in our calculation of same store sales. For fiscal years consisting of 53 weeks, we exclude net sales during the 53rd week from our calculation of same store sales. Some of our competitors and other retailers may calculate same store sales differently than we do. As a result, data regarding our same store sales may not be comparable to similar data made available by other retailers.

Measuring the change in year-over-year same store sales allows us to evaluate how our retail store base is performing. Various factors affect same store sales, including:

•

macroeconomic factors, political trends, social unrest, inflationary pressures, recessionary trends, labor shortages, monetary supply shifts, elevated interest rates, tightening of credit markets, and potential disruptions from the ongoing Russia-Ukraine conflict and rising global political tensions;

•

consumer preferences, buying trends and overall economic trends;

•

changes or anticipated changes to laws and government regulations related to some of the products we sell, in particular regulations relating to the sale of firearms and ammunition;

•

our ability to identify and respond effectively to local and regional trends and customer preferences;

•

our ability to provide quality customer service that will increase our conversion of shoppers into paying customers;

•

the success of our omni-channel strategy and our e-commerce platform;

•

competition in the regional market of a store;

•

atypical weather;

•

new product introductions and changes in our product mix; and

•

changes in pricing and average ticket sales.

We operate in a complex and constantly shifting regulatory and legal environment that could negatively impact the demand for our products and significantly affect our operations and financial results. State, local, and federal laws and regulations relating to products that we sell may change, sometimes significantly, as a result of political, economic or social events.

For instance, in November 2022, Oregon passed a ballot measure that amended Oregon law to prohibit private citizens from manufacturing, importing, possessing, using, purchasing, selling or transferring a magazine capable of holding (or being readily converted to hold) over ten rounds of ammunition. Additionally, this ballot measure also imposed complex permitting and training requirements for the purchase and sale of firearms. On December 6, 2022, a state Circuit Court judge in Oregon preliminarily enjoined the implementation of the ballot measure. On November 21, 2023, the Circuit Court judge permanently enjoined implementation of the ballot measure upon a determination that the ballot measure was facially unconstitutional under Oregon's state constitution.

On March 12, 2025, the Oregon Court of Appeals reversed the state Circuit Court judge’s permanent injunction, holding that the ballot measure was in fact facially constitutional under Oregon's state constitution. The Oregon Court of Appeals ordered the Circuit Court judge to enter a declaratory judgment consistent with the Court of Appeals’ decision. The plaintiffs filed a petition for review before the Oregon Supreme Court on April 14, 2025, preventing the Circuit Court judge from entering the declaratory judgment pending a decision of the Oregon Supreme Court on whether to grant the petition for review. The Oregon Supreme Court granted the petition for review on June 12, 2025 and heard oral arguments in the case on November 6, 2025. We anticipate a decision in the

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case will be rendered by the Oregon Supreme Court in late 2026. The permanent injunction entered by the Circuit Court Judge will continue to remain in effect pending the decision of the Oregon Supreme Court in this case.

As the Oregon Supreme Court is working on its decision in the case considering the constitutionality of the ballot measure, Oregon Governor Tina Kotek signed a bill into law on April 7, 2026 which, upon signature, delayed the implementation of the ballot measure until January 1, 2028.

The measure is also being challenged in a related case in federal court and is on appeal before the Ninth Circuit Court of Appeals. However, this case has been stayed for several years and we anticipate that it will likely be remanded to the lower court due to the recent ruling of a similar capacity restriction case in California (Duncan vs. Bonta).

We currently operate eight stores in the State of Oregon. If the Oregon Supreme Court upholds the Oregon Court of Appeals March 12, 2025 order and the ballot measure is allowed to take effect on January 1, 2028, sales of firearms in Oregon may be halted or substantially diminished unless all permitting and training programs are fully developed by the state and/or law enforcement agencies at the time the ballot measure takes effect. If delays in establishing such permitting and training programs occur, it could result in a substantial decline in our sales of firearms and related products and reduce traffic to our stores in Oregon, which would significantly impact on our sales and gross margin.

We also have been scaling our e-commerce platform and increasing sales through our website, www.sportsmans.com.

We believe the key drivers to increasing our total net sales include:

•

increasing and improving same store sales in our existing markets;

•

increasing customer visits to our stores and improving our conversion rate through focused marketing efforts and continually high standards of customer service;

•

expanding our omni-channel capabilities through refined product assortment, expanded content and expertise and better user experience;

•

building strong community connections and establishing ourselves as the local choice for hunting and fishing solutions;

•

increasing our total gross square footage by opening new stores; and

•

growing our loyalty and credit card programs.

Gross Margin

Gross profit consists of our net sales less cost of goods sold. Gross margin measures our gross profit as a percentage of net sales. Our cost of goods sold primarily consists of merchandise acquisition costs, including freight-in costs, shipping costs, payment term discounts received from the vendor and vendor allowances and rebates associated directly with merchandise and shipping costs related to e-commerce sales.

We believe the key drivers to improving our gross margin are increasing the product mix to higher margin products, particularly fishing, improving our seasonal inventory efficiency, strategic buying opportunities with our vendor partners and coordinating pricing strategies among our stores and our merchandise group. Successful inventory management ensures we have sufficient high margin products in stock to meet customer demand, while overstocking of items can lead to aggressive markdowns in order to help a product sell. We ended our fiscal first quarter of 2026 with $25.1 million less inventory than at the end of the fiscal first quarter of 2025, a 6.1% decrease.

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We believe this reflects our disciplined inventory management and positions us well to support growth in our key categories while continuing to improve productivity and inventory turns.

Selling, General, and Administrative Expenses

We closely manage our selling, general, and administrative expenses. Our selling, general, and administrative expenses are comprised of payroll, rent and occupancy, depreciation and amortization, acquisition expenses, pre-opening expenses and other operating expenses, including stock-based compensation expense. Pre-opening expenses include expenses incurred in the preparation and opening of a new store location, such as payroll, travel and supplies, but do not include the cost of the initial inventory or capital expenditures required to open a location.

Our selling, general, and administrative expenses are primarily influenced by the volume of net sales of our locations, except for our corporate payroll, rent and occupancy and depreciation and amortization, which are generally fixed in nature. We control our selling, general, and administrative expenses through a budgeting and reporting process that allows our personnel to adjust our expenses as trends in net sales activity are identified.

Income from Operations

Income from operations is gross profit less selling, general, and administrative expenses. We use income from operations as an indicator of the productivity of our business and our ability to manage selling, general, and administrative expenses.

Adjusted EBITDA

We define Adjusted EBITDA as net loss plus interest expense, income tax benefit, depreciation and amortization, stock-based compensation expense, transition and severance costs related to director and officer transitions, and expenses that we do not believe are indicative of our ongoing expenses. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales. In evaluating our business, we use Adjusted EBITDA and Adjusted EBITDA margin as additional measurement tools for purposes of business decision-making, including evaluating store performance, developing budgets and managing expenditures. See “—Non-GAAP Financial Measures.”

Results of Operations

The following table summarizes key components of our results of operations as a percentage of net sales during the periods presented:


	Thirteen Weeks Ended
	May 2,			May 3,
	2026			2025
Percentage of net sales:
Net sales		100.0	%		100.0	%
Cost of goods sold		70.4			69.6
Gross profit		29.6			30.4
Selling, general, and administrative expenses		36.7			38.2
Loss from operations		(7.1	)		(7.8	)
Interest expense		1.0			1.3
Other losses		0.0			0.0
Loss before income taxes		(8.1	)		(9.1	)
Income tax expense (benefit)		0.4			(0.5	)
Net loss		(8.5	)%		(8.6	)%
Adjusted EBITDA		(3.2	)%		(3.6	)%

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The following table shows our percentage of net sales by department during the periods presented:


		Thirteen Weeks Ended
		May 2,			May 3,
Department	Product Offerings	2026			2025
Camping	Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools		7.1	%		8.5	%
Apparel	Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear		5.2	%		5.8	%
Fishing	Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats		12.4	%		12.1	%
Footwear	Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots		4.5	%		5.2	%
Hunting and Shooting Sports	Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear		66.4	%		63.6	%
Optics, Electronics, Accessories, and Other	Gift items, GPS devices, knives, lighting, optics, two-way radios, and other license revenue, net of revenue discounts		4.4	%		4.8	%
Total			100.0	%		100.0	%

Thirteen Weeks Ended May 2, 2026 Compared to Thirteen Weeks Ended May 3, 2025

Net Sales and Same Store Sales. Net sales increased by $7.0 million, or 2.8%, to $256.1 million during the 13 weeks ended May 2, 2026 compared to $249.1 million in the corresponding period of fiscal year 2025. Our net sales increased primarily due to sales growth in our Hunting and Shooting Sports and Fishing departments. Hunting and Shooting Sports increases were led by firearms, ammunition, and less-lethal personal protection, partially aided by external event-driven demand. Fishing increases were driven by seasonal demands as customers prepared for the spring fishing season. These increases were partially offset by decreases in net sales across other departments, reflecting continued pressure on the U.S. consumer and a strategic pull down of inventory to align our complementary categories with our core pursuits. E-commerce driven sales comprised approximately 23% of total sales for the 13 weeks ended May 2, 2026. Same store sales increased by 2.1% during the 13 weeks ended May 2, 2026 compared to the corresponding 13 weeks ended May 3, 2025, primarily as a result of the factors discussed above that impacted net sales.

Our Hunting and Shooting Sports and Fishing departments saw net sales increases of $11.7 million and $1.8 million, respectively, during the 13 weeks ended May 2, 2026 compared to the corresponding period of fiscal year 2025 primarily driven by increases in firearms, ammunition, and less-lethal personal protection, with some additional event-driven demand. Our Camping, Footwear, Apparel and Optics, Electronics, Accessories and Other departments saw net sales decreases of $2.9 million, $1.6 million, $1.3 million and $0.8 million, respectively, during the 13 weeks ended May 2, 2026 compared to the corresponding period of fiscal year 2025. These decreases reflect continued pressure on the U.S. consumer and a strategic pull down of inventory to align our complementary categories with our core pursuits. Within our Hunting and Shooting Sports department, sales from our ammunition and firearm categories increased by $5.4 million and $3.9 million, or 12.8% and 5.4%, respectively, for the first quarter of fiscal year 2026 compared to the corresponding fiscal period of 2025. The increase in these categories was primarily due to our change to every day low pricing in key product groups within the ammunition category, our bulk unit ammunition strategy, and improved in-stocks on core products.

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With respect to same store sales, during the 13 weeks ended May 2, 2026, our Hunting and Shooting Sports and Fishing departments saw increases of 6.3% and 5.7%, respectively, compared to the corresponding period of fiscal year 2025. Our Camping, Footwear, Apparel and Optics, Electronics, Accessories and Other departments saw same store sales decreases of 14.0%, 12.3%, 9.3% and 1.8%, respectively, during the 13 weeks ended May 2, 2026 compared to the corresponding period of fiscal year 2025. These changes were primarily driven by the items noted above for net sales. As of May 2, 2026, 146 stores were included in our same store sales calculation.

Gross Profit. Gross profit increased by $0.2 million, or 0.2%, to $75.8 million during the 13 weeks ended May 2, 2026 compared to $75.6 million for the corresponding period of fiscal year 2025. As a percentage of net sales, gross profit decreased to 29.6% during the 13 weeks ended May 2, 2026, compared to 30.4% for the corresponding period of fiscal year 2025 primarily driven by category mix and lower sales in higher margin categories.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses decreased by $1.4 million, or 1.4%, to $93.9 million during the 13 weeks ended May 2, 2026, compared to $95.3 million for the corresponding period of fiscal year 2025. This decrease was primarily the result of a decrease in payroll expense of $1.4 million as we emphasize disciplined cost control and decreased depreciation expense of $1.2 million during the 13 weeks ended May 2, 2026. As a percentage of net sales, selling, general, and administrative expenses decreased to 36.7% of net sales in the first quarter of fiscal year 2026, compared to 38.2% of net sales in the first quarter of fiscal year 2025, as a result of the factors noted above.

Interest Expense. Interest expense decreased by $0.3 million, or 11.7 %, to $2.6 million during the 13 weeks ended May 2, 2026, compared to $3.0 million for the corresponding period of fiscal year 2025. The decrease in interest expense was primarily driven by reduced debt during the first quarter of fiscal year 2026 compared to the corresponding period of fiscal year 2025.

Income Taxes. We recognized income tax expense of $1.0 million during the 13 weeks ended May 2, 2026 compared to an income tax benefit of $1.3 million during the corresponding period of fiscal year 2025. Our effective tax rates during the 13 weeks ended May 2, 2026 and May 3, 2025 were -5.0% and 5.9%, respectively. Our effective tax rate will generally differ from the U.S. Federal statutory rate of 21.0%, due to state taxes, permanent items, and discrete items relating to stock award deductions.

Seasonality

Net sales are typically higher in our third and fourth fiscal quarters than in our first and second fiscal quarters because of the openings of hunting seasons across the country and consumer holiday buying patterns. We also incur additional expenses in our third and fourth fiscal quarters due to higher sales volume and increased staffing in our stores. We anticipate our net sales will continue to reflect this seasonal pattern. On average, over the last three fiscal years, we have generated approximately 27.0% and 28.3% of our net sales in the third and fourth fiscal quarters, respectively, which includes the holiday selling season as well as the opening of the Fall hunting season. We anticipate our net sales will continue to reflect this seasonal pattern. However, Spring hunting, Father’s Day and the availability of hunting and fishing throughout the year in many of our markets counterbalance this seasonality to a certain degree.

The timing of our new retail store openings also may have an impact on our quarterly results. First, we incur certain non-recurring expenses related to opening each new retail store, which are expensed as they are incurred. Second, most store expenses generally vary proportionately with net sales, but there is also a fixed cost component, which includes occupancy costs. These fixed costs typically result in lower store profitability during the initial period after a new retail store opens. Due to both of these factors, new retail store openings may result in a temporary decline in operating profit, in dollars and/or as a percentage of net sales.

Weather conditions affect outdoor activities and the demand for related apparel and equipment. Customers’ demand for our products, and, therefore, our net sales, can be significantly impacted by weather patterns on a local, regional and national basis.

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Liquidity and Capital Resources

Overview; Uses and Sources of Cash

As of May 2, 2026, we had cash and cash equivalents of $2.1 million and working capital, consisting of current assets less current liabilities, of $61.9 million. We also had $114.6 million available for borrowing under our senior secured revolving credit facility as of May 2, 2026, calculated based upon borrowing base restrictions under our revolving credit facility.

We are reviewing our store portfolio and estimate that approximately five underperforming stores may be closed. We do not plan to open new stores in fiscal year 2026 as we assess our new store expansion strategy and prioritize capital allocation for critical technology investments and debt repayment. With no new stores planned for fiscal year 2026, we intend to prioritize the repayment of outstanding debt with any excess cash flow. If we close underperforming stores, such closures could result in additional expenses. For example, while we have the right to terminate some of our leases under specified conditions by making specified payments, we may not be able to terminate a particular lease if or when we would like to do so. In other cases, if we decide to close a store, we may be required to continue paying rent and operating expenses for the balance of the lease term. The performance of any of these obligations may be costly.

Material Cash Requirements

Our material cash requirements from known contractual and other obligations are primarily for general operating expenses and other expenses discussed below.

Purchase Obligations. In the ordinary course of business, we enter into arrangements with vendors to purchase merchandise in advance of expected delivery. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if cancelled.

Lease Obligations. Lease commitments consist principally of leases for our retail stores, corporate office and distribution center. Our leases often include options which allow us to extend the terms beyond the initial lease term. As of May 2, 2026, our expected operating and finance lease payments for the remainder of fiscal year fiscal year 2026 are $57.6 million and $0.3 million, respectively. Our total committed operating and finance lease payments are $416.1 million. Other operating lease obligations consist of distribution center equipment. See Note 6, “Leases” to our unaudited condensed consolidated financial statements included in this 10-Q.

Capital Expenditures. During the 13 weeks ended May 2, 2026, we incurred approximately $4.2 million in capital expenditures, net of tenant allowances, primarily related to strategic technological investments and general store maintenance. We expect capital expenditures net of tenant allowances to be between $20 million and $25 million for fiscal year 2026 (inclusive of amounts spent during the 13 weeks ended May 2, 2026) primarily related to strategic technological investments, such as store scheduling tools and loyalty program technology, and general store fleet maintenance. We intend to fund these capital expenditures with our operating cash flows, existing cash and cash equivalents and funds available under our revolving credit facility. Other investment opportunities, such as potential strategic acquisitions or store expansion rates in excess of those presently planned, may require additional funding.

Principal and Interest Payments. We maintain a $350.0 million revolving credit facility and a $45.0 million term loan facility. As of May 2, 2026, $118.9 million was outstanding under the revolving credit facility and $45.0 million was outstanding under the term loan facility. Assuming no additional repayments or borrowings on our revolving credit facility after May 2, 2026, our interest payments would be approximately $8.3 million for the remainder of fiscal year 2026, based on the interest rate as of May 2, 2026. As of May 2, 2026, our weighted average interest rate on the amounts outstanding under our revolving credit facility and term loan facility was 6.74%. See below under “Indebtedness” for additional information regarding our revolving credit facility and term loan facility, including the interest rates applicable to any borrowing under such facilities.

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Cash Flows

Cash flows provided by (used in) operating, investing and financing activities are shown in the following table:


	Thirteen Weeks Ended
	May 2,			May 3,
	2026			2025
	(in thousands)
Cash flows used in operating activities	$	(55,370	)	$	(60,234	)
Cash flows used in investing activities		(4,235	)		(3,804	)
Cash provided by financing activities		60,000			64,766
Cash at end of period		2,054			3,560

Net cash used in operating activities was $55.4 million for the 13 weeks ended May 2, 2026, compared to net cash used in operating activities of $60.2 million for the corresponding period of fiscal year 2025, a decrease of approximately $4.8 million. The decrease in our cash flows used in operating activities was primarily driven by the timing of inventory purchases and the resulting payments related to accounts payable during the 13 weeks ended May 2, 2026 compared to the corresponding period of fiscal year 2025.

Net cash used in investing activities was $4.2 million for the 13 weeks ended May 2, 2026, compared to net cash used in investing activities of $3.8 million for the corresponding period of fiscal year 2025, an increase of approximately $0.4 million, which was primarily driven by increased capital expenditures related to the timing of technical investments and fleet maintenance during the 13 weeks ended May 2, 2026 compared to the corresponding period of fiscal year 2025.

Net cash provided by financing activities was $60.0 million for the 13 weeks ended May 2, 2026, compared to net cash provided by financing activities of $64.8 million for the corresponding period of fiscal year 2025, a decrease of approximately $4.8 million. The decrease in cash provided by financing activities was primarily the result of lower borrowings on our revolving credit facility.

Indebtedness

We maintain a $350.0 million revolving credit facility, with $118.9 million outstanding as of May 2, 2026. Our revolving credit facility is governed by an amended and restated credit agreement with a consortium of banks led by Wells Fargo Bank, National Association (“Wells Fargo”). Our term loan facility is governed by an ABL term loan credit agreement with PLC Agent, LLC, as administrative and collateral agent for various lenders affiliated with Pathlight Capital. Available borrowings under our revolving credit facility are subject to a borrowing base calculation. As of May 2, 2026, we had an aggregate amount of $114.6 million available for borrowing under our revolving credit facility, calculated based upon certain borrowing base restrictions, and $3.0 million in stand-by commercial letters of credit. We have no remaining amounts available for borrowing under our term loan facility.

Borrowings under the revolving credit facility bear interest based on either the base rate or Term SOFR (as defined by the credit agreement governing the revolving credit facility), at our option, in each case plus an applicable margin. The base rate is the greatest of (1) the floor rate (as defined in the credit agreement as a rate of interest equal to 0.0%) (2) Wells Fargo’s prime rate, (3) the federal funds rate (as defined in the applicable credit agreement) plus 0.50% or (4) the one-month Term SOFR (as defined in the applicable credit agreement) plus 1.00%. The applicable margin for loans under the revolving credit facility, which varies based on the average daily availability, ranges from 0.25% to 0.50% per year for base rate loans and from 1.35% to 1.60% per year for Term SOFR loans. We are required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.20% to 0.225% per annum, depending on the average daily availability under the revolving credit facility.

Borrowings under the term loan facility bear interest at a rate equal to (i) a specified term secured overnight financing rate (SOFR), plus (ii) 0.10% as a SOFR adjustment, plus (iii) the applicable margin as specified in the term loan. The applicable margin means either 3.50% or 6.50% depending on the type of term loan. Under the term loan, loans may be required to be converted to base rate loans and in such case, the applicable margin rate will increase by 1.0%.

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Each of the subsidiaries of Holdings is a borrower under the revolving credit facility and the term loan facility, and all obligations under the revolving credit facility and the term loan facility are guaranteed by Holdings. All of the obligations under the revolving credit facility and the term loan facility are secured by a lien on substantially all of Holdings’ assets and assets of all of Holdings’ subsidiaries, including a pledge of all capital stock of each of Holdings’ subsidiaries. The lien securing the obligations under the revolving credit facility is a first priority lien as to certain liquid assets, including cash, accounts receivable, deposit accounts and inventory. The lien securing the obligations under the term loan facility is a first priority lien as to equipment, fixtures, intellectual property and equity interests.

We may be required to make mandatory prepayments under the revolving credit facility and the term loan facility in the event of a disposition of certain property or assets, in the event of receipt of certain insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

Our revolving credit facility and term loan facility each require us to maintain a minimum availability at all times of not less than the greater of $30.0 million and 10% of the gross borrowing base. In addition, the credit agreements governing each of our revolving credit facility and our term loan facility contain customary affirmative and negative covenants, including covenants that limit our ability to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The revolving credit facility and term loan facility also contain customary events of default, including defaults triggered by defaults under the other facility. As of May 2, 2026, we were in compliance with all covenants under the credit agreements governing each of our revolving credit facility and our term loan facility.

Critical Accounting Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In connection with the preparation of the financial statements, we are required to make assumptions, make estimates and apply judgment that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time the condensed consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

There have been no significant changes to our critical accounting estimates as described in “Part II., Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Fiscal 2025 Form 10-K.

Non-GAAP Financial Measures

In evaluating our business, we use Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our operating performance. We define Adjusted EBITDA as net loss plus interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, management transition costs and executive retention costs. Net income (loss) is the most comparable GAAP financial measure to Adjusted EBITDA. We define Adjusted EBITDA margin as, for any period, the Adjusted EBITDA for that period divided by the net sales for that period. We consider Adjusted EBITDA and Adjusted EBITDA margin important supplemental measures of our operating performance and believe they are frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. Other companies in our industry, however, may calculate Adjusted EBITDA and Adjusted EBITDA margin differently than we do. Management also uses Adjusted EBITDA and Adjusted EBITDA margin as additional measurement tools for purposes of business decision-making, including evaluating store performance, developing budgets and managing expenditures. Management believes Adjusted EBITDA and Adjusted EBITDA margin allow investors to evaluate our operating performance and

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compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance.

Adjusted EBITDA is not defined under GAAP and is not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. Adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, you should not consider Adjusted EBITDA in isolation or as a substitute for net income or other condensed consolidated statement of operations data prepared in accordance with GAAP. Some of these limitations include, but are not limited to:

•

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA may be defined differently by other companies, and, therefore, it may not be directly comparable to the results of other companies in our industry;

•

Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

•

Adjusted EBITDA does not reflect income taxes or the cash requirements for any tax payments.

A reconciliation of net income (loss) to Adjusted EBITDA and a calculation of Adjusted EBITDA margin is set forth below for the periods presented:


	Thirteen Weeks Ended
	May 2,			May 3,
	2026			2025
	(dollars in thousands)
Net loss	$	(21,848	)	$	(21,254	)
Interest expense		2,624			2,971
Income tax expense (benefit)		1,043			(1,330	)
Depreciation and amortization		8,633			9,860
Stock-based compensation expense (1)		779			793
Management transition costs (2)		368			—
Executive retention (3)		275			—
Adjusted EBITDA	$	(8,126	)	$	(8,960	)

Net sales	$	256,078		$	249,103
Net loss margin		(8.5	)%		(8.6	)%
Adjusted EBITDA margin (4)		(3.2	)%		(3.6	)%

(1)

Represents non-cash expenses related to equity instruments granted to employees under our equity incentive plan and employee stock purchase plan.

(2)

Represents expenses incurred relating to the departure and recruitment of key members of our management team.

(3)

Represents an executive retention bonus implemented to maintain leadership continuity and organizational stability throughout the turnaround process.

(4)

We calculate net income margin as net income divided by net sales and we define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by Item 305 of Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of May 2, 2026.

Inherent Limitations in Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures, or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake or fraud. Additionally, controls can be circumvented by individuals or groups of persons or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements in our public reports due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the 13 weeks ended May 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 13, “Commitments and Contingencies” to our condensed consolidated financial statements for additional information, which is incorporated herein by reference.

The pending lawsuit described in Note 13 of our unaudited interim consolidated financial statements is subject to inherent uncertainties, and the actual defense and disposition costs will depend upon unknown factors. The outcomes of the pending lawsuit are necessarily uncertain. We also could be forced to expend significant resources in the defense of the pending lawsuit, including substantial legal fees and costs.

ITEM 1A. RISK FACTORS

Our business faces significant risks and uncertainties. Certain important factors may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. There have been no material changes in our risk factors from those set forth in our Fiscal 2025 Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

There are no disclosures required by this Item 5, including those relating to “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements,” as those terms are defined in Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS



Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 8, 2023).

3.2		Fourth Amended and Restated Bylaws of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on March 25, 2024).

10.1*+		Retention Bonus Agreement, dated May 25, 2026, between Sportsman’s Warehouse Holdings, Inc. and Paul Stone.

10.2*		Second Amended and Restated 2019 Performance Incentive Plan of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 28, 2026).

31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*	Filed herewith.
**	Furnished herewith.
+	Management contract or compensatory plan, contract or arrangement.

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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 thereunto duly authorized.



	SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

Date: June 2, 2026	By:	/s/Paul Stone
		Paul Stone
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: June 2, 2026	By:	/s/Jennifer Fall Jung
		Jennifer Fall Jung
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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