UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On February 20, 2026, Outdoor Holding Company (the “Company”) issued a press release disclosing the Settlement Agreement (as defined below) and related matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Information. |
On February 20, 2026, the Company and its wholly owned subsidiary, Outdoors Online, LLC (d/b/a GunBroker.com) (“Outdoors Online”), entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Innovative Computer Professionals, Inc., d/b/a Digital Cash Processing (“DCP”), resolving the previously disclosed litigation pending in the United States District Court for the District of Minnesota (the “DCP Litigation”).
The DCP Litigation arose from a dispute concerning a prior payment processing and services agreement between DCP and Outdoors Online, including alleged obligations under certain termination and break-up fee provisions of that agreement. The Company and Outdoors Online have denied, and continue to deny, all allegations of liability or wrongdoing asserted in the DCP Litigation.
Settlement Agreement
Under the terms of the Settlement Agreement, the Company agreed to pay DCP an aggregate amount of $4.4 million (the “Settlement Amount”) on or before February 27, 2026, in full and final settlement of all claims asserted or that could have been asserted relating to the subject matter of the DCP Litigation. Upon payment of the Settlement Amount, the parties have agreed to file a joint stipulation dismissing the DCP Litigation with prejudice. The Settlement Agreement provides for customary mutual releases pursuant to which each party releases the other party from claims relating to the matters at issue in the DCP Litigation. Such mutual releases cover the named parties and their affiliates, but such releases do not extend to unaffiliated third parties or contractors of the named parties and their affiliates. The Settlement Agreement also contains customary representations, warranties, and covenants typical of agreements of this nature, including confidentiality provisions, subject to the Company’s obligations under applicable securities laws.
The Settlement Agreement expressly provides that such agreement represents a compromise of disputed claims and does not constitute an admission of liability by the Company or Outdoors Online, all of which are expressly denied.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OUTDOOR HOLDING COMPANY | ||
| Dated: February 23, 2026 | By: | /s/ Steven F. Urvan |
| Steven F. Urvan | ||
| Chief Executive Officer | ||