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SPORTSMAN'S WAREHOUSE HOLDINGS, INC.

For the period ended Feb 1, 2025. Filed Apr 2, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Apr 2, 2025

SPWH$1.11-2.6%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibit and Financial Statement Schedules

(a)

The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements: The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10‑K.

Consolidated Balance Sheets – February 1, 2025 and February 3, 2024

Consolidated Statements of Operations– Years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Stockholders’ Equity – Years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Cash Flows – Years ended February 1, 2025, February 3, 2024, and January 28, 2023

Notes to Consolidated Financial Statements

Exhibits: See Item 15(b) below.

(b)

Exhibits

ExhibitNumberDescription
3.1Amended and Restated Certificate of Incorporation of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 8, 2023).
3.2Fourth 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.
4.1Form of Specimen Common Stock Certificate of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed on March 24, 2014).
4.2Description of Capital Stock of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 4.2 to the Company's annual Report on Form 10-K filed on April 4, 2024).
10.1Second Amendment to Amended and Restated Credit Agreement, dated July 30, 2024, by and among Sportsman's Warehouse, Inc., as lead borrower, the other borrowers and guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, including Annex A being the Amended and Restated Credit Agreement dated as of May 23, 2018, as amended May 27, 2022 and July 30, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on August 1, 2024).
10.2Guaranty, dated as of May 23, 2018, by and among Sportsman’s Warehouse Holdings, Inc., as Guarantor, in favor of Wells Fargo Retail Finance, LLC, as Administrative Agent and Collateral Agent, and the Credit Parties (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 25, 2018).
10.3Third Amended and Restated Security Agreement, dated July 30, 2024, by and among Sportsman's Warehouse, Inc., as lead borrower, and the other borrowers and guarantors party thereto, in favor of Wells Fargo Bank, National Association as agent (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with the SEC on August 1, 2024).
10.4ABL Term Loan Credit Agreement, dated July 30, 2024, by and among Sportsman's Warehouse, Inc., as lead borrower, the other borrowers and guarantors party thereto, PLC Agent LLC, as administrative and
ExhibitNumberDescription
collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on August 1, 2024).
10.5+First Amendment to ABL Term Loan Credit Agreement, dated March 28, 2025, by and among Sportsman's Warehouse, Inc., as lead borrower, the other borrowers and guarantors party thereto, PLC Agent LLC, as administrative and collateral agent, and the lenders party thereto.
10.6Facility Guaranty dated as of July 30, 2024 by Sportsman's Warehouse Holdings, Inc. in favor of PLC Agent LLC, as administrative agent and collateral agent, and the Credit Parties thereto (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on August 1, 2024).
10.7Security Agreement, dated July 30, 2024, by and among Sportsman's Warehouse, Inc. as lead borrower, and the other borrowers and guarantors party thereto, in favor of PLC Agent LLC as agent (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Fork 8-K, filed with the SEC on August 1, 2024).
10.8Amended 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 Fork 8-K, filed with the SEC on May 31, 2024).
10.9Amended and Restated Employee Stock Purchase Plan of Sportsman's Warehouse Holdings, Inc. (incorporated by reference to Exhibit 99.2 to the Company's Current Report on 8-K, filed with the SEC on May 31, 2024).
10.10*Form of Director Restricted Stock Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on April 9, 2020).
10.11*Form of Time-Based Restricted Stock Unit Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on June 1, 2022).
10.12*Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers (2020-2022) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on June 1, 2022).
10.13*Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers (2023) (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K filed on April 4, 2024).
10.14*Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers (2024) (incorporated by Reference to Exhibit 10.11 to the Company's Annual Report on Fork 10-K filed on April 4, 2024).
10.15*Form of Director Restricted Stock Unit Award Agreement (Deferred Settlement) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on September 7, 2023).
10.16*Cash Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed on April 4, 2024).
10.17*Form of Restricted Unit Award Agreement (CEO) under the Sportsman's Warehouse Holdings, Inc. Inducement Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on December 7, 2023).
ExhibitNumberDescription
10.18*Form of Restricted Stock Unit Award Agreement (VP and Above) under the Sportsman’s WarehouseHoldings, Inc. Inducement Plan (incorporated by reference to Exhibit 10.2 to the Company’s QuarterlyReport on Form 10-Q filed on December 7, 2023).
10.19*Sportsman’s Warehouse Holdings, Inc. Inducement Plan (incorporated by reference to Exhibit 10.3 tothe Company’s Current Report on Form 8-K, filed on September 26, 2023).
10.20*Form of Indemnification Agreement for Directors and Executive Officers (incorporated by reference toExhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 8, 2019).
10.21*Employment Agreement, dated September 22, 2023, between Sportsman’s Warehouse Holdings, Inc. and Paul Stone (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2023).
10.22*Employee Confidential Information and Inventions Assignment Agreement, dated September 22, 2023,between Sportsman’s Warehouse Holdings, Inc. and Paul Stone (incorporated by reference to Exhibit10.2 to the Company’s Current Report on Form 8-K, filed on September 26, 2023).
10.23*Severance Agreement, dated September 26, 2021, between Sportsman’s Warehouse Holdings, Inc. and Jeff White (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2021).
10.24Sportsman's Warehouse Holdings, Inc. Non-Employee Directors’ Compensation Policy (as amended August 23, 2023, effective August 23, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on September 7, 2023).
19.1+Insider Trading Policy
21.1+Subsidiaries of Sportsman’s Warehouse Holdings, Inc.
23.1+Consent of Grant Thornton LLP
31.1+Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1***Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*Incentive Compensations Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on April 4, 2024).
101The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flow and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, formatted in Inline XBRL (included as Exhibit 101)
  • Management contract or compensatory plan, contract or arrangement
  • Filed herewith

*** Furnished herewith

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