SRSEC Reporting Desk

SMITH & WESSON BRANDS, INC. (SWBI) – Company response

2026-01-30 · Re: Form 10-K for the Fiscal Year Ended April 30, 2025 Form 10-Q for the Quarter Ended October 31, 2025 Form 8-K furnished December 4, 2025 · Accession 0001193125-26-031459 · Agreed to revise

Responds to staff letter of 2026-01-16.

Non-GAAP: Reconciliation & UsefulnessLeases (ASC 842)ICFR & Disclosure ControlsErrors, Restatements & Item 4.02Exhibits, Certifications & Signatures

2026-01-16 · Form 10-K for the Fiscal Year Ended April 30, 2025 Form 10-Q for the Quarter Ended October 31, 2025 Form 8-K furnished D · Comment 1 · Note 3. Leases, page F-17 Responded
Staff comment: We note your disclosure that as part of the Relocation, on January 31, 2023, you entered into (i) an assignment and assumption agreement with AOUT, pursuant to which AOUT assumed all of your rights, entitlement, and obligations in, to, and under the Missouri Lease, or the Assignment and Assumption Agreement, and (ii) an amended and restated guaranty in favor of RCS-S&W Facility, LLC, as successor in interest to the Original Missouri Landlord, pursuant to which Smith & Wesson Sales Company was added as a guarantor, or the Amended and Restated Guaranty. We also note that because of the Amended and Restated Guaranty, you continue to account for this lease as you have since prior to the… letter →
Company response: At the time we entered into the Assignment and Assumption Agreement (the “Assignment Agreement”) and related Amended and Restated Guaranty (the “A&R Guaranty”), we evaluated the requirements of ASC 842-20-35-14, noting that, because we have not been relieved of our primary obligation under the head lease and also because the head lessor (RCS-S&W Facility, LLC) has equal recourse to us and the assignee under the Assignment Agreement (American Outdoor Brands, Inc.), we would be required to continue to account for the head lease in the same manner that we had before the effectiveness of the Assignment Agreement. This conclusion was reached based on the language in the A&R Guaranty that states… response letter →
Leases (ASC 842)Errors, Restatements & Item 4.02
2026-01-16 · Form 10-K for the Fiscal Year Ended April 30, 2025 Form 10-Q for the Quarter Ended October 31, 2025 Form 8-K furnished D · Comment 2 · Evaluation of Disclosure Controls and Procedures, page 27 Agreed to revise
Staff comment: We note your disclosure on internal control over financial reporting which indicates that due to a material weakness, internal control over financial reporting was not effective as of October 31, 2025. However, your disclosure does not appear to address your conclusion over disclosure controls and procedures as required by Item 4 of Form 10-Q and Item 307 of Regulation S-K. Please revise future filings to include the required information. letter →
Company response: We acknowledge the Staff’s comment and will revise future filings accordingly. To the extent that the material weakness remains unremediated, in future filings, we intend to address this comment substantially consistent with the following: Our Chief Executive Officer and Chief Financial Officer (“certifying officers”) have conducted an evaluation of the effectiveness of the design and operation of 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)) as of [Reporting Date]. Our certifying officers concluded that, as a result of the material weaknesses in internal control over financial… response letter →
ICFR & Disclosure Controls
2026-01-16 · Form 10-K for the Fiscal Year Ended April 30, 2025 Form 10-Q for the Quarter Ended October 31, 2025 Form 8-K furnished D · Comment 3 · Exhibit 99.1 Earnings Release, page 1 Agreed to revise
Staff comment: We note from your reconciliation of GAAP financial measures to Non-GAAP financial measures at the end of your earnings release, that you have adjusted most of the measures for Relocation expenses. Please tell us, and revise your disclosure to explain the nature of the amounts included in this adjustment. In this regard we note from your disclosures in the notes to the financial statements in your Form 10-K and Form 10-Qs that the amount of the adjustment in the earnings release appears to exceed the amount recognized as restructuring expenses for the applicable periods. Please advise. Additionally, we note that your reconciliation on page 7 includes disclosure of several non-GAAP financial… letter →
Company response: In addition to the restructuring charges disclosed in the notes to the financial statements, we incurred additional non-recurring third-party wind-down sales and cost of sales related to the closure of an immaterial manufacturing location that was shut down as a result of the restructuring. These amounts are collectively noted as relocation expense in the non-GAAP disclosure on page 2 of our earnings release furnished on December 4, 2025. In future filings, we will 1) explain the nature of the amounts included in any and all non-GAAP adjustments and 2) include the reasons why each non-GAAP financial measure presented is useful to investors. We acknowledge we are responsible for the accuracy… response letter →
Non-GAAP: Reconciliation & UsefulnessExhibits, Certifications & Signatures

Full letter on EDGAR → · Filing index · All SMITH & WESSON BRANDS, INC. (SWBI) correspondence

Non-GAAP: Reconciliation & Usefulness – what to check: Reconcile every non-GAAP measure (including segment-level measures presented outside the ASC 280 note) to the most directly comparable GAAP measure, and explain why it is useful.

Leases (ASC 842) – what to check: Check ROU/lease liability disclosures, discount rate judgments and classification.

ICFR & Disclosure Controls – what to check: Describe material weaknesses, remediation steps and timing, and align ICFR conclusions with disclosure controls.

Errors, Restatements & Item 4.02 – what to check: Document the SAB 99 materiality analysis for errors and evaluate whether an Item 4.02 8-K is required.

Exhibits, Certifications & Signatures – what to check:

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