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
- 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
- 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
- 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
- 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
- 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
- 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
- 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
- 08Seasonality and weather conditions may cause our operating results to vary from quarter to quarter
- 09Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products
- 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
- 11Competition in our industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers
- 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
- 13Our success depends on third-party logistics providers and our and third-party distribution facilities
- 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
- 15If we cannot continue to develop new products in a timely manner, and at favorable margins, we may not be able to compete effectively
- 16Our operating results can be adversely affected by changes in the cost or availability of raw materials
- 17We may not realize returns on our fixed cost investments in our direct-to-consumer business operations
- 18Changes in effective tax rates could adversely affect our results57% rewritten
- 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
- 20Compliance costs related to environmental requirements, including those associated with Per- and Polyfluoroalkyl Substances (PFAS), could negatively impact our financial results
- 21We may incur significant costs in order to comply with environmental remediation obligations
Risks Related to our Business
- 22There are significant risks associated with integrating and operating acquired businesses, particularly the most recent acquisitions that comprise our entire Adventure segmentNew
- 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
- 24We may incur additional restructuring costs and may not achieve the intended benefits of our restructuring initiativesNew
- 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
- 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
- 27Our business is significantly dependent on our ability to meet our labor needs
- 28Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costsNew
- 29We may not be able to adequately manage our growth
- 30Compliance with changing laws, regulations and standards of corporate governance and public disclosure may result in additional expenses68% rewritten
- 31We could face particular challenges in maintaining our internal control over financial reporting
- 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
- 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
- 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
- 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
- 36Our Board of Directors and executive officers have significant influence over our affairs23% rewritten
- 37We may be unable to realize the benefits of our net operating losses and tax credit carryforwards
- 38Certain protective measures implemented by us to preserve our NOLs may not be effective or may have some unintended negative effects
- 39The loss of any member of our senior management or certain other key executives could significantly harm our business
- 40Our Board of Directors may change significant corporate policies without stockholder approval
- 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
- 42Our payment of future quarterly dividends on our common stock is subject to the discretion and approval of our Board of Directors
- 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
- 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
- 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
- 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
- 47Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investorsNew
- 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 factors46 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.