Clarus (CLAR) risk factors, FY2025 10-K

Clarus's FY2025 10-K, filed Mar 05, 2026, lists 48 risk factors in 3 groups. Against the prior year's 46: 8 new, 6 dropped, 9 substantially reworded.

Risk factors listed
483 groups
New this year
8vs 46 last year
Dropped
6since the prior 10-K
Substantially reworded
9of those kept
Section length
16k wordsItem 1A

What the changes say

  • International markets represented approximately 58% of total sales for the year ended December 31, 2025.
  • Restructuring actions initiated since 2023 continue into 2026.
  • Mr. Kanders beneficially owns 8,124,220 shares as of March 2, 2026.

What changed since the prior 10-K

New

  • NewRisks Related to Our Industry

    level of business with wholesale customers experiencing financial difficulties and may not be able to replace those revenues with other customers or through our direct-to-consumer businesses within a reasonable period or at all

    Wholesale customer financial difficulties and platform algorithms or fees on digital marketing channels could negatively impact our direct-to-consumer and wholesale sales.

  • NewRisks Related to Our Industry

    Our international operations expose us to changing global conditions and legal and regulatory requirements, including tariffs, trade restrictions, and anti-corruption and sanctions laws such as the FCPA

    International operations generated 58% of our sales in 2025, exposing us to tariffs, regulatory compliance, product safety standards, and potential shipment delays or recalls.

  • NewRisks Related to our Business

    There are significant risks associated with integrating and operating acquired businesses, particularly the most recent acquisitions that comprise our entire Adventure segment

    Integrating acquired businesses in our Adventure segment creates risks of key employee departures, management distraction, and potential asset impairment charges.

  • NewRisks Related to our Business

    We may incur additional restructuring costs and may not achieve the intended benefits of our restructuring initiatives

    We expect to incur additional restructuring costs in 2026 following prior workforce reductions and facility rationalizations, with actual expenses potentially exceeding estimates.

  • NewRisks Related to our Business

    costs at this time, and actual costs may be higher or differ from our expectations due to, among other factors, the timing and extent of workforce actions, changes in lease and facility exit assumptions, negotiations with counterparties, and the resolution of contractual obligations

    Restructuring initiatives may fail to deliver anticipated benefits on schedule, potentially disrupting operations, hurting employee morale, and causing additional disputes.

  • NewRisks Related to our Business

    Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs

    Energy cost increases and petroleum shortages from geopolitical conflicts could raise operating expenses for our third-party manufacturers, raw materials, and freight.

  • NewRisks Related to our Business

    Our use of emerging technologies (including artificial intelligence) and reliance on third-party service providers could expose us to operational, regulatory, intellectual property, and reputational risks

    Using artificial intelligence and emerging technologies introduces cybersecurity vulnerabilities, hallucinated outputs, intellectual property loss, and regulatory compliance risks.

  • NewRisks Related to our Common Stock

    Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors

    Our common stock price may experience volatility and declines driven by market conditions and financial projection variances regardless of actual operating performance.

Dropped

  • DroppedRisks Related to Our Industry

    remove, or if we voluntarily remove, our products from the market, our reputation could be tarnished and we might have large quantities of finished products that we are unable to sell

    Uninsured product liability claims and potential product recalls could tarnish our reputation.

  • DroppedRisks Related to Our Industry

    Our operations in international markets, and earnings in those markets, may be affected by changes in global cultural, political, and financial market conditions as well as potential changes in regulations, legislation and government policies such as tariffs, tax laws and global trade policies

  • DroppedRisks Related to Our Industry

    Ongoing conflicts in multiple locations across the globe, as well as economic sanctions and other measures imposed in response thereto could have a material adverse effect on our operations, results of operations, financial condition, liquidity and business outlook

  • DroppedRisks Related to our Business

    There are significant risks associated with acquiring and integrating businesses

  • DroppedRisks Related to our Business

    Our previously announced growth strategy may negatively impact our business, financial condition and results of operations

  • DroppedRisks Related to our Common Stock

    Our Amended and Restated Certificate of Incorporation authorizes the issuance of shares of preferred stock

Reworded

  • 96% rewrittenRisks Related to our Business

    We may be subject to disruptions, failures or cyber-attacks in our information technology systems and network infrastructures that could disrupt our operations, damage our reputation and adversely affect our business, operations, and financial results

    Expanded to explicitly name manufacturing, order fulfillment, malware, ransomware, phishing, and insider threats as IT risks.

  • 81% rewrittenRisks Related to our Common Stock

    The sale of a substantial amount of our common stock in the public market could adversely affect the prevailing market price of our common stock

    Updated share counts to 38,401,824 total shares and 8,124,220 shares beneficially owned by Mr. Kanders as of March 2, 2026.

  • 80% rewrittenRisks Related to our Business

    If we and/or our cloud-based solution providers are not successful in preventing or effectively responding to outages or other disruptions, our business, operations, and financial results could be materially and adversely affected

    Retained prior year disclosure language without substantive changes.

    Was: If we and/or our cloud-based solution providers are not successful in preventing or effectively responding to outages and cyberattacks, our business, operations, and financial results could be materially and adversely affected

  • 68% rewrittenRisks Related to our Business

    Compliance with changing laws, regulations and standards of corporate governance and public disclosure may result in additional expenses

    Retained prior year disclosure language regarding corporate governance and public disclosure compliance.

  • 57% rewrittenRisks Related to Our Industry

    Changes in effective tax rates could adversely affect our results

    Retained prior year disclosure text concerning effective tax rates and global tax audits.

  • 37% rewrittenRisks Related to our Business

    Initiatives to upgrade our business processes and information technology systems to optimize our operational and financial performance involve many risks which could result in, among other things, business interruptions, higher costs and lost profits

    Retained prior year text regarding IT system upgrade risks and business process optimizations.

  • 31% rewrittenRisks Related to our Business

    Compensation awards to our management may not be tied to or correspond with our improved financial results or share price

    Retained prior year description of compensation committee discretion on management awards.

  • 23% rewrittenRisks Related to our Business

    Our Board of Directors and executive officers have significant influence over our affairs

    Updated beneficial ownership by directors and executive officers, including Mr. Warren B. Kanders, to approximately 23.5% as of March 5, 2026.

  • 23% rewrittenRisks Related to Our Industry

    Adverse publicity about the Company and/or its brands and products, including with respect to certain models of avalanche transmitters distributed by BDEL through social media or connection with other media or brand damaging events and/or public perception could negatively impact our business and reputation

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Industry

  1. 01Adverse publicity about the Company and/or its brands and products, including with respect to certain models of avalanche transmitters distributed by BDEL through social media or connection with other media or brand damaging events and/or public perception could negatively impact our business and reputation23% rewritten
  2. 02We are subject to risks related to our dependence on the strength of retail economies in various parts of the world, and our performance may be affected by general economic conditions
  3. 03Additionally, the products sold by our Adventure segment are vulnerable to fluctuations in automotive sales and trends, shifts in consumer preferences, the availability of automobiles and/or disruptions in the automotive industry’s supply chains
  4. 04The occurrence of severe weather events, catastrophic health events, natural or man-made disasters, social and political conditions or civil unrest could significantly damage or destroy demand for our products, as well as key supply chain and fulfillment arrangements
  5. 05Changes in the retail industry and markets for consumer products affecting our customers or retailing practices could negatively impact existing customer relationships and our results of operations
  6. 06We may be negatively affected by changes in the policies of our retailer customers, such as inventory destocking, limitations on access to and time on shelf space, use of private label brands, price demands, payment terms, and other conditions, which could negatively impact our results of operations
  7. 07level of business with wholesale customers experiencing financial difficulties and may not be able to replace those revenues with other customers or through our direct-to-consumer businesses within a reasonable period or at allNew
  8. 08Seasonality and weather conditions may cause our operating results to vary from quarter to quarter
  9. 09Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products
  10. 10Additionally, we often schedule internal production and place orders for products with independent manufacturers before our customers’ orders are firm. Therefore, if we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of product to deliver to our customers
  11. 11Competition in our industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers
  12. 12If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours, which could adversely affect our market share and results of operations
  13. 13Our success depends on third-party logistics providers and our and third-party distribution facilities
  14. 14Our international operations expose us to changing global conditions and legal and regulatory requirements, including tariffs, trade restrictions, and anti-corruption and sanctions laws such as the FCPANew
  15. 15If we cannot continue to develop new products in a timely manner, and at favorable margins, we may not be able to compete effectively
  16. 16Our operating results can be adversely affected by changes in the cost or availability of raw materials
  17. 17We may not realize returns on our fixed cost investments in our direct-to-consumer business operations
  18. 18Changes in effective tax rates could adversely affect our results57% rewritten
  19. 19We use foreign suppliers and manufacturing facilities for a significant portion of our raw materials and finished products, and disruptions to international trade, such as disease epidemics or potential “trade wars,” pose a risk to our business operations
  20. 20Compliance costs related to environmental requirements, including those associated with Per- and Polyfluoroalkyl Substances (PFAS), could negatively impact our financial results
  21. 21We may incur significant costs in order to comply with environmental remediation obligations

Risks Related to our Business

  1. 22There are significant risks associated with integrating and operating acquired businesses, particularly the most recent acquisitions that comprise our entire Adventure segmentNew
  2. 23We may require additional capital and funding to meet our financial obligations as well as to support our business operations, including initiatives intended to support our growth, and this additional capital and funding may not be available on favorable terms, if at all
  3. 24We may incur additional restructuring costs and may not achieve the intended benefits of our restructuring initiativesNew
  4. 25costs at this time, and actual costs may be higher or differ from our expectations due to, among other factors, the timing and extent of workforce actions, changes in lease and facility exit assumptions, negotiations with counterparties, and the resolution of contractual obligationsNew
  5. 26Turmoil across various sectors of the financial markets may negatively impact the Company’s business, financial condition, and/or operating results as well as our ability to effectively execute our growth initiatives
  6. 27Our business is significantly dependent on our ability to meet our labor needs
  7. 28Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costsNew
  8. 29We may not be able to adequately manage our growth
  9. 30Compliance with changing laws, regulations and standards of corporate governance and public disclosure may result in additional expenses68% rewritten
  10. 31We could face particular challenges in maintaining our internal control over financial reporting
  11. 32We may be subject to disruptions, failures or cyber-attacks in our information technology systems and network infrastructures that could disrupt our operations, damage our reputation and adversely affect our business, operations, and financial results96% rewritten
  12. 33Our use of emerging technologies (including artificial intelligence) and reliance on third-party service providers could expose us to operational, regulatory, intellectual property, and reputational risksNew
  13. 34Initiatives to upgrade our business processes and information technology systems to optimize our operational and financial performance involve many risks which could result in, among other things, business interruptions, higher costs and lost profits37% rewritten
  14. 35If we and/or our cloud-based solution providers are not successful in preventing or effectively responding to outages or other disruptions, our business, operations, and financial results could be materially and adversely affected80% rewritten
  15. 36Our Board of Directors and executive officers have significant influence over our affairs23% rewritten
  16. 37We may be unable to realize the benefits of our net operating losses and tax credit carryforwards
  17. 38Certain protective measures implemented by us to preserve our NOLs may not be effective or may have some unintended negative effects
  18. 39The loss of any member of our senior management or certain other key executives could significantly harm our business
  19. 40Our Board of Directors may change significant corporate policies without stockholder approval
  20. 41Compensation awards to our management may not be tied to or correspond with our improved financial results or share price31% rewritten

Risks Related to our Common Stock

  1. 42Our payment of future quarterly dividends on our common stock is subject to the discretion and approval of our Board of Directors
  2. 43The sale of a substantial amount of our common stock in the public market could adversely affect the prevailing market price of our common stock81% rewritten
  3. 44We may issue a substantial amount of our common stock in the future, which could cause dilution to current investors and otherwise adversely affect our stock price
  4. 45If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline
  5. 46Shares of our common stock have been, and may continue to be, thinly traded, which may contribute to volatility in our stock price and less liquidity for investors
  6. 47Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investorsNew
  7. 48Techniques employed by short sellers or other derivative traders may drive down the market price of our common stock and/or spur litigation or regulatory action

Other Clarus 10-Ks

  • FY2024 10-K risk factors
    46 risks

    Clarus relies heavily on foreign manufacturing, international sales, key retail partners like REI, and successful execution of its acquisition-driven growth strategy.

    Filed Mar 06, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.