SMITH WESSON BRANDS INC
For the period ended Apr 30, 2025. Filed Jun 20, 2025.
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FY2025 · Filed Jun 20, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements and Financial Statement Schedules
(1)
Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K.
(2)
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because of the absence of the conditions under which they are required or because the information required is shown in the financial statements or notes above.
(b)
Exhibits
| ExhibitNumber | Exhibit |
| 2.13*** | Separation and Distribution Agreement, dated as of August 21, 2020, by and between the Registrant and American Outdoor Brands, Inc. (1) |
| 3.1 | Amended and Restated Bylaws (2) |
| 3.4 | Second Amended and Restated Articles of Incorporation (3) |
| 3.9 | Certificate of Withdrawal of Certificate of Designation (4) |
| 4.1 | Form of Common Stock Certificate (5) |
| 4.2 | Description of Securities (6) |
| 10.51** | Agreement with Respect to Defense of Smith & Wesson: Firearms Litigation, dated as of November 11, 2004 (7) |
| 10.107* | Smith & Wesson Brands, Inc. Executive Severance Pay Plan |
| 10.108* | Adoption Agreement to the Smith & Wesson Nonqualified Supplemental Deferred Compensation Plan (9) |
| 10.109* | Smith & Wesson Nonqualified Supplemental Deferred Compensation Plan Document (9) |
| 10.110(a)* | 2013 Incentive Stock Plan (10) |
| 10.110(b)* | 2022 Incentive Stock Plan (11) |
| 10.111(b)* | Form of Restricted Stock Unit Award Grant Notice and Agreement to the 2013 Incentive Stock Plan for awards made beginning in April 2015 (12) |
| 10.111(c)* | Form of Restricted Stock Unit Award Grant Notice and Agreement to the 2013 Incentive Stock Plan for awards made beginning in April 2020 (6) |
| 10.111(d)* | Form of Restricted Stock Unit Award Grant Notice and Agreement to the 2022 Incentive Stock Plan for awards made beginning in April 2023 (13) |
| 10.112(b)* | Form of Performance Stock Unit Award Grant Notice and Agreement to the 2013 Incentive Stock Plan for awards made in 2020 (6) |
| 10.112(c)* | Form of Performance Stock Unit Award Grant Notice and Agreement to the 2013 Incentive Stock Plan for awards made beginning in 2021 (6) |
| 10.112(d)* | Form of Performance Stock Unit Award Grant Notice and Agreement to the 2022 Incentive Stock Plan for awards made beginning in 2023 (13) |
| 10.114(a) | Lease Agreement, dated October 26, 2017, by and between Ryan Boone County, LLC and Smith & Wesson Corp. (14) |
| 10.114(b) | Assignment and Assumption of Lease Agreement, dated January 31, 2023, between Smith & Wesson Sales Company and American Outdoor Brands, Inc. (15) |
| 10.115(a) | Guaranty, dated October 26, 2017, entered into by the Registrant (14) |
| 10.115(b) | Amended and Restated Guaranty, dated January 31, 2023 (15) |
| 10.119* | Employment Agreement, executed April 4, 2020 and effective as of January 15, 2020, by and between Mark P. Smith and the Registrant (16) |
| 10.119(a)* | Amended and Restated Employment Agreement, executed June 18, 2025 and effective as of June 18, 2025, by and between Mark P. Smith and the Registrant |
| 10.121 | Transition Services Agreement dated as of August 21, 2020, by and between the Registrant and American Outdoor Brands, Inc (1) |
| 10.122 | Tax Matters Agreement, dated as of August 21, 2020, by and between the Registrant and American Outdoor Brands, Inc. (1) |
| 10.123 | Employee Matters Agreement, dated as of August 21, 2020, by and between the Registrant and American Outdoor Brands, Inc. (1) |
| 10.124(a)*** | Trademark License Agreement, dated as of August 24, 2020, by and between Smith & Wesson Inc. and AOB Products Company (1) |
| 10.124(b)*** | Amended and Restated Trademark License Agreement, dated as of April 11, 2024, by and between Smith & Wesson Inc. and AOB Products Company |
| 10.125*** | Sublease, dated as of August 24, 2020, by and between the Smith & Wesson Sales Company and American Outdoor Brands, Inc. (1) |
| 10.126(a)*** | Amended and Restated Credit Agreement, dated as of August 24, 2020, by and among the Registrant, Smith & Wesson Sales Company, Smith & Wesson, Inc., the Guarantors, the Lenders, and TD Bank, N.A. (1) |
| 10.126(b)*** | First Amendment to Amended and Restated Credit Agreement, dated as of April 28, 2023, by and among the Registrant, Smith & Wesson Sales Company, Smith & Wesson, Inc., the Guarantors, the Lenders, and TD Bank, N.A. (17) |
| 10.126(c)*** | Second Amended and Restated Credit Agreement, dated as of October 3, 2024, by and among the Registrant, Smith & Wesson Sales Company, Smith & Wesson, Inc., the Guarantors, the Lenders, and TD Bank, N.A. (19) |
| 10.127 | Project Agreement, dated September 30, 2021, by and among The Industrial Development Board of Blount County and the cities of Alcoa and Maryville, Tennessee, a public, nonprofit corporation organized and existing under the laws of the State of Tennessee and the Registrant (20) |
| 10.128* | 2021 Employee Stock Purchase Plan (21) |
| 10.129*** | Standard Design-Build Agreement and General Conditions, dated February 2, 2023, between Smith & Wesson Brands, Inc and The Christman Company (portions of the exhibit have been omitted) (15) |
| 10.130* | Form of Indemnity Agreement entered into with the following directors and executive officers: as of August 9, 2022 with Anita D. Britt, Fred M. Diaz, Kevin A. Maxwell, Deana L. McPherson, Barry M. Monheit, and Robert L. Scott; as of August 24, 2022 with Susan J. Cupero; as of August 25, 2022 with Denis G. Suggs and Mark P. Smith; and as of July 17, 2023 with Michelle J. Lohmeier (22) |
| 10.131 | Form of Dividend Equivalent Award Agreement (23) |
| 10.132* | Agreement and Release, dated April 28, 2025 (24) |
| 19.1 | Policy on Inside Information and Insider Trading |
| 21.1 | Subsidiaries of the Registrant |
| 23.1 | Consent of KPMG LLP, an Independent Registered Public Accounting Firm |
| 23.2 | Consent of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
| 32.1 | Section 1350 Certification of Principal Executive Officer |
| 32.2 | Section 1350 Certification of Principal Financial Officer |
| 97.1 | Executive Officer Clawback Policy |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Management contract or compensatory arrangement.
** An application has been submitted to the SEC for confidential treatment, pursuant to Rule 24b-2 of the Exchange Act, of portions of this exhibit. These portions have been omitted from this exhibit.
*** Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a) (5) of the Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
(1)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on August 26, 2020.
(2)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on March 22, 2024.
(3)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on April 12, 2019.
(4)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on October 1, 2013.
(5)
Incorporated by reference to the Registrant’s Form 10-K filed with the SEC on June 19, 2020.
(6)
Incorporated by reference to the Registrant’s Form 10-K filed with the SEC on June 17, 2021.
(7)
Incorporated by reference to the Registrant’s Form 10-Q filed with the SEC on March 10, 2005.
(8)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on June 9, 2020.
(9)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on December 20, 2013.
(10)
Incorporated by reference to the Registrant’s Form S-8 filed with the SEC on December 20, 2013.
(11)
Incorporated by reference to Appendix A of the Registrant's Proxy Statement filed with the SEC on August 3, 2022.
(12)
Incorporated by reference to the Registrant’s Form 10-K filed with the SEC on June 22, 2015.
(13)
Incorporated by reference to the Registrant’s Form 10-K filed with the SEC on June 22, 2023.
(14)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on October 31, 2017.
(15)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on February 3, 2023.
(16)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on April 9, 2020.
(17)
Incorporated by reference to the Registrant’s Form 10-K filed with the SEC on June 20, 2024.
(18)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on May 2, 2023.
(19)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on October 4, 2024.
(20)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on September 30, 2021.
(21)
Incorporated by reference to the Registrant’s Form S-8 filed with the SEC on March 30, 2022.
(22)
Incorporated by reference to the Registrant’s Form 10-Q filed with the SEC on September 8, 2022.
(23)
Incorporated by reference to the Registrant’s Form 10-Q filed with the SEC on December 7, 2023.
(24)
Incorporated by reference to the Registrant’s Form 8-K filed with the SEC on May 2, 2025.
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