Form 8-K

8-K — Clarus Corp

Accession: 0001104659-26-057178

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000913277

SIC: 3949 ()

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2613890d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613890d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2613890d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2613890d1_8k.htm · Sequence: 1

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0000913277

2026-05-07

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United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event

reported): May 7, 2026

CLARUS

CORPORATION

(Exact name of registrant as specified in its

charter)

Delaware

(State or other jurisdiction

of incorporation)

001-34767

(Commission File Number)

58-1972600

(IRS Employer

Identification Number)

2084

East 3900 South, Salt Lake City,

Utah

(Address of principal executive offices)

84124

(Zip Code)

Registrant’s telephone number, including

area code: (801) 278-5552

N/A

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

Stock, par value $.0001 per share

CLAR

NASDAQ

Global Select Market

Item 2.02 Results of Operations and Financial Condition

On May 7, 2026, Clarus Corporation (the “Company”)

issued a press release announcing its results for the first quarter ended March 31, 2026 (the “Press Release”). A copy of

the Press Release and an investor presentation regarding the Company’s results for the first quarter ended March 31, 2026 (the “Presentation”)

are furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The Press Release and the Presentation contain

the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted net income (loss) and related earnings (loss)

per diluted share, (iii) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”),

EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow (defined as net cash used in operating activities

less capital expenditures). The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and

adjusted gross profit, (ii) adjusted net income (loss) and related earnings (loss) per diluted share, (iii) EBITDA, EBITDA margin, adjusted

EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provides useful information to understand its ongoing operations and enables

investors to focus on period-over-period operating performance, and thereby enhances the overall understanding of the Company’s

current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling

future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within the Press Release and the

Presentation. We do not provide a reconciliation of the non-GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the

fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of

forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA and/or adjusted

EBITDA margin. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s

reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures

are comparable to similarly titled financial measures used by other publicly traded companies.

The information in Item 2.02 of this Current Report

on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Act

of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except

as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Description

99.1

Press Release dated May 7, 2026 (furnished only).

99.2

Investor Presentation dated May 7, 2026 (furnished only).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 7, 2026

CLARUS CORPORATION

By:

/s/ Michael J. Yates

Name:

Michael J. Yates

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613890d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Clarus Reports First Quarter

2026 Results

Grew Quarterly Sales 2.5% and Increased

Gross Margin 240 Basis Points

Retained Jefferies LLC to Assist the

Company with Evaluating Strategic Alternatives

SALT LAKE CITY, May 7, 2026 (GLOBE NEWSWIRE) -- Clarus Corporation

(NASDAQ: CLAR) (“Clarus” and/or the “Company”), a global company focused on the outdoor enthusiast markets, reported

financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Financial Summary vs. Same Year-Ago

Quarter

· Sales of $61.9 million compared to $60.4 million.

· Gross margin was 36.8% compared to 34.4%; adjusted

gross margin of 36.8% compared to 34.6%.

· Net loss of $3.3 million with a net loss margin

of (5.3)%, or $(0.09) per diluted share, compared to net loss of $5.2 million with a net loss margin of (8.7)%, or $(0.14) per diluted

share.

· Adjusted net income of $0.7 million, or $0.02

per diluted share, compared to adjusted net loss of $(1.2) million, or $(0.03) per diluted share.

· Adjusted EBITDA of $(1.1) million with an adjusted

EBITDA margin of (1.8)%, compared to Adjusted EBITDA of $(1.4) million with an adjusted EBITDA margin of (2.3)%.

Management Commentary

“During the first quarter, we advanced key initiatives

and delivered improved revenue and adjusted EBITDA year-over-year,” said Warren Kanders, Clarus’ Executive Chairman. “While

geopolitical and macro factors continue to cause uncertainty and disruption, we remain focused on operational execution and simplification

aligned with our strategic roadmap. Our Outdoor business continued to perform well despite challenging market conditions, with segment

topline and earnings up versus last year’s first quarter, reflecting the steps we have taken to enhance inventory quality, prioritize

our most profitable categories, and steadily shift toward a more premium, full-price business model. Importantly, our Apparel category

continues to show strength, delivering sales growth for the fourth consecutive quarter.

At Adventure, we delivered solid first quarter results, highlighted

by increased revenue and gross profit. Revenue grew 5.9% and gross margin increased 260 basis points compared to the prior year, with

margin expansion driven by price growth, customer mix, and reduced incentives. The near-term outlook for Adventure remains challenging

due to geopolitical and macro factors, including a difficult consumer environment in Australia. Over the long term, we continue to believe

the Adventure segment will benefit from the structural improvements we have made over the last several quarters, with profitability recovering

as new products launch and demand normalizes.”

Mr. Kanders continued, “Overall, we believe the sum

of the parts of our two segments, Outdoor and Adventure, exceeds the Company’s current market valuation, and we are committed to

seeking to maximize long-term value for our shareholders. As such, the Board has initiated, in conjunction with our management team, a

review of strategic alternatives designed to enhance shareholder value. We are undertaking this process from a position of strength, supported

by a debt-free balance sheet and significant liquidity.”

First Quarter 2026 Financial Results

On a consolidated basis, sales in the first quarter were

$61.9 million compared to $60.4 million in the same year-ago quarter, up 2.5%. Sales in the Outdoor segment increased 1.2% to $44.9 million,

compared to $44.3 million in the year-ago quarter. Sales in the Adventure segment increased 5.9% to $17.1 million, compared to $16.1 million

in the year-ago quarter.

Sales in the Adventure segment increased due to a favorable

wholesale market in Australia for Rhino-Rack and MAXTRAX, partially offset by decreases in North America. Sales in the Outdoor segment

increased due to greater global wholesale and independent global distributor revenues. This increase was partially offset by lower PIEPS

revenue due to its sale last July and lower global direct-to-consumer revenue.

Gross margin in the first quarter was 36.8% compared to

34.4% in the year-ago quarter. The gross margin increase was primarily attributable to higher volumes and a favorable product mix at both

the Adventure and Outdoor segments.

Selling, general and administrative expenses in the first

quarter were $26.6 million compared to $26.6 million in the same year-ago quarter. First quarter 2026 expenses reflect lower wages, marketing

costs and other expense reduction initiatives across both segments to manage costs and the removal of PIEPS due to its sale during 2025,

partially offset by higher outside services and depreciation.

Net loss in the first quarter of 2026 was $(3.3) million

with a net loss margin of (5.3)%, or $(0.09) per diluted share, compared to net loss of $(5.2) million with a net loss margin of (8.7)%,

or $(0.14) per diluted share, in the year-ago quarter.

Adjusted net income in the first quarter of 2026 was $0.7

million, or $0.02 per diluted share, compared to adjusted net loss of $(1.2) million, or $(0.03) per diluted share, in the year-ago quarter.

Adjusted net income (loss) excludes amortization of intangibles, disposal of internally developed software, restructuring charges, transaction

costs, inventory fair value adjustment from purchase accounting, and stock-based compensation.

Adjusted EBITDA in the first quarter was $(1.1) million,

or an adjusted EBITDA margin of (1.8)%, compared to adjusted EBITDA of $(1.4) million, or an adjusted EBITDA margin of (2.3)%, in the

same year-ago quarter.

Net cash used in operating activities for the three months

ended March 31, 2026, was $(4.1) million compared to net cash used in operating activities of $(2.1) million in the prior year quarter.

Capital expenditures in the first quarter of 2026 were $1.6 million compared to $1.2 million in the prior year quarter. Free cash flow

for the first quarter of 2026 was $(5.7) million compared to $(3.3) million in the prior year quarter.

Liquidity at March 31, 2026 vs. December 31, 2025

· Cash and cash equivalents totaled $29.8 million

compared to $36.7 million.

· The balance sheet was debt free at the end of

both periods.

Strategic Review

The Company announced today that its Board of Directors initiated

a comprehensive review of strategic alternatives to enhance shareholder value. The review includes a range of potential strategic alternatives,

including, among other things, the sale of all or part of the business or other strategic or financial transactions involving the Company.

The review has no deadline or definitive timetable and there can be no assurance that the review will result in any transaction or other

strategic outcome. The Company does not intend to disclose further developments regarding on the review unless and until it determines

that further disclosure is appropriate or required. Clarus has retained Jefferies LLC as its financial advisor.

2026 Outlook

The Company is revising its fiscal year 2026 outlook and now expects

sales to range between $245 million and $255 million, compared to its prior outlook of $255 million to $265 million, and adjusted EBITDA

to range between approximately $3 million and $5 million, compared to its prior outlook of $9 million to $11 million. The revised adjusted

EBITDA guidance now includes an expected decline in our Adventure Segment in Australia and approximately $3 million of legal and regulatory

expense for the remainder of 2026. At the midpoint of the revised revenue and adjusted EBITDA outlook, adjusted EBITDA margin is expected

to be 1.6%. Capital expenditures are expected to remain between $6 million and $7 million, consistent with the Company’s prior outlook,

and free cash flow is now expected to be flat for the full year 2026, compared to the Company’s prior outlook of $3 million to $4

million. For the second quarter of 2026, sales are expected to range between $51 million and $53 million, and adjusted EBITDA is expected

to be approximately a $3 million loss. Clarus has not provided net income guidance due to the inherent difficulty of forecasting certain

types of expenses and gains, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. Therefore, we do not provide

reconciliations of adjusted EBITDA and/or adjusted EBITDA margin guidance to net income guidance for fiscal year 2026.

Conference Call

The Company will hold a conference call today at 5:00 p.m.

Eastern time to discuss its first quarter 2026 results. To access the call by phone, please dial (646)-307-1963 (domestic) or (800)-715-9871

(international) and ask to be joined into the Clarus Corporation call. The conference call will be broadcast live and available for replay

here and on the Company’s website at www.claruscorp.com.

About Clarus Corporation

Headquartered in Salt Lake City, Utah, Clarus Corporation

is a global leader in the design and development of best-in-class equipment and lifestyle products for outdoor enthusiasts. Driven by

our rich history of engineering and innovation, our objective is to provide safe, simple, effective and beautiful products so that our

customers can maximize their outdoor pursuits and adventures. Each of our brands has a long history of continuous product innovation for

core and everyday users alike. The Company’s products are principally sold globally under the Black Diamond®, Rhino-Rack®,

MAXTRAX®, and RockyMounts® brand names through outdoor specialty and online retailers, our own websites, distributors, and original

equipment manufacturers.

Use of Non-GAAP Measures

The Company reports its financial results in accordance

with U.S. generally accepted accounting principles (“GAAP”). This press release contains the non-GAAP measures: (i) adjusted

gross margin and adjusted gross profit, (ii) adjusted net income (loss) and related earnings (loss) per diluted share, (iii) earnings

before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA,

and adjusted EBITDA margin, and (iv) free cash flow (defined as net cash provided by operating activities less capital expenditures).

The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and adjusted gross profit, (ii)

adjusted net income (loss) and related earnings (loss) per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA

margin, and (iv) free cash flow, provides useful information for the understanding of its ongoing operations and enables investors to

focus on period-over-period operating performance, and thereby enhances the user's overall understanding of the Company's current financial

performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations.

Non-GAAP measures are reconciled to comparable GAAP financial measures within this press release. We do not provide a reconciliation of

the non-GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2026 to net income for the fiscal year

2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without

unreasonable effort, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. The Company cautions that non-GAAP

measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Additionally, the Company

notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial

measures used by other publicly traded companies.

Forward-Looking Statements

Please note that in this press release we may use words such

as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,”

“future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions

of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning

future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements

are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially

from those expressed or implied by forward-looking statements in this press release, include, but are not limited to, risks and uncertainties

related to the Company’s review of strategic alternatives, including the timing and outcome of the review, whether the review results

in any transaction or other strategic outcome, and the potential impact of the review on the Company’s business and operations,

as well as those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities

and Exchange Commission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10-K, and/or

Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K. All forward-looking statements included

in this press release are based upon information available to the Company as of the date of this press release and speak only as of the

date hereof. We assume no obligation to update any forward- looking statements to reflect events or circumstances after the date of this

press release.

Company Contact:

Michael J. Yates

Chief Financial Officer

mike.yates@claruscorp.com

Investor Relations:

The IGB Group

Leon Berman / Matt Berkowitz

Tel 1-212-477-8438 / 1-212-227-7098

lberman@igbir.com /

mberkowitz@igbir.com

CLARUS

CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In

thousands, except per share amounts)

March 31, 2026

December 31, 2025

Assets

Current assets

Cash

$ 29,809

$ 36,691

Accounts receivable, less allowance

for credit losses of $1,200 and $1,121

48,368

44,839

Inventories

82,190

83,028

Prepaid and other current assets

5,000

5,457

Income tax receivable

1,511

1,407

Total current assets

166,878

171,422

Property and equipment, net

18,859

18,255

Other intangible assets, net

22,291

23,761

Indefinite-lived intangible assets

19,600

Deferred income taxes

Other long-term assets

15,581

15,935

Total assets

$ 243,264

$ 249,028

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$ 13,510

$ 15,907

Accrued liabilities

24,140

24,403

Income tax payable

334

179

Total current liabilities

37,984

40,489

Deferred income taxes

1,412

1,418

Other long-term liabilities

10,211

10,728

Total liabilities

49,607

52,635

Stockholders’ Equity

Preferred stock, $0.0001 par value per share; 5,000 shares authorized; none issued

Common stock, $0.0001 par value per share; 100,000 shares authorized; 43,104 and 43,054 issued and 38,441 and 38,402 outstanding, respectively

Additional paid in capital

704,641

703,487

Accumulated deficit

(461,509 )

(457,253 )

Treasury stock, at cost

(33,188 )

(33,156 )

Accumulated other comprehensive loss

(16,291 )

(16,689 )

Total stockholders’ equity

193,657

196,393

Total liabilities and stockholders’ equity

$ 243,264

$ 249,028

CLARUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(Unaudited)

(In

thousands, except per share amounts)

Three Months Ended

March 31, 2026

March 31, 2025

Sales

Domestic sales

$ 24,880

$ 24,809

International sales

37,058

35,624

Total sales

61,938

60,433

Cost of goods sold

39,175

39,639

Gross profit

22,763

20,794

Operating expenses

Selling, general and administrative

26,577

26,616

Restructuring charges

853

173

Transaction costs

142

Legal costs and regulatory matter expenses

1,379

625

Total operating expenses

28,831

27,556

Operating loss

(6,068 )

(6,762 )

Other income

Interest income, net

257

Other, net

2,908

459

Total other income, net

2,996

716

Loss before income tax

(3,072 )

(6,046 )

Income tax expense (benefit)

223

(802 )

Net loss

$ (3,295 )

$ (5,244 )

Net loss per share:

Basic

$ (0.09 )

$ (0.14 )

Diluted

(0.09 )

(0.14 )

Weighted average shares outstanding:

Basic

38,408

38,366

Diluted

38,408

38,366

CLARUS CORPORATION

RECONCILIATION FROM GROSS PROFIT TO ADJUSTED GROSS PROFIT

AND

ADJUSTED GROSS MARGIN

THREE

MONTHS ENDED

March 31, 2026

March 31, 2025

Sales

$ 61,938

Sales

$ 60,433

Gross profit as reported

$ 22,763

Gross profit as reported

$ 20,794

Plus impact of inventory fair value adjustment

120

Adjusted gross profit

$ 22,763

Adjusted gross profit

$ 20,914

Gross margin as reported

36.8 %

Gross margin as reported

34.4 %

Adjusted gross margin

36.8 %

Adjusted gross margin

34.6 %

CLARUS CORPORATION

RECONCILIATION

FROM NET LOSS TO ADJUSTED NET INCOME

AND RELATED EARNINGS PER DILUTED SHARE

(In

thousands, except per share amounts)

Three Months Ended March 31, 2026

Total

Gross

Operating

Income tax

Tax

Net

Diluted

sales

profit

expenses

expense

rate

(loss) income

EPS (1)

As reported

$ 61,938

$ 22,763

$ 28,831

$ 223

7.3 %

$ (3,295 )

$ (0.09 )

Amortization of intangibles

(1,937 )

1,923

Restructuring charges

(853 )

853

Transaction costs

(22 )

Stock-based compensation

(1,154 )

1,154

As adjusted

$ 61,938

$ 22,763

$ 24,865

$ 237

26.5 %

$ 657

$ 0.02

(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net loss per share is calculated based on 38,408 basic and diluted weighted average shares of common stock. Adjusted net income per share is calculated based on 38,410 diluted shares of common stock.

Three Months Ended March 31, 2025

Total

sales

Gross

profit

Operating

expenses

Income tax

(benefit)

expense

Tax

rate

Net

loss

Diluted

EPS (1)

As reported

60,433

20,794

27,556

(802

)

(13.3

(5,244

)

(0.14

)

Amortization of intangibles

(2,224

)

295

1,929

Disposal of internally developed software

(365

)

317

Restructuring charges

(173

)

150

Transaction costs

(142

)

123

Inventory fair value of purchase accounting

120

104

Stock-based compensation

(1,469

)

1,421

As adjusted (2)

60,433

20,914

23,183

(353

)

22.7

(1,200

)

(0.03

)

(1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net loss per share and adjusted net loss per share are both calculated based on 38,366 basic and diluted weighted average shares of common stock.

(2)

Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses to adjusted net

income (loss). During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 (net impact

of $542). The three months ended March 31, 2025 reconciliation has been restated to conform to the 2026 presentation.

CLARUS CORPORATION

RECONCILIATION

FROM CONSOLIDATED NET LOSS AND NET LOSS MARGIN TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN,

ADJUSTED EBITDA, AND ADJUSTED EBITDA MARGIN

(In

thousands)

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Outdoor

Segment

Adventure

Segment

Corporate

Costs

Total (1)

Outdoor

Segment

Adventure

Segment

Corporate

Costs

Total (1)

Net loss

$ (3,295 )

$ (5,244 )

Income tax expense (benefit)

223

(802 )

Other, net

(2,908 )

(459 )

Interest income, net

(88 )

(257 )

Operating loss

$ (218 )

$ (1,837 )

$ (4,013 )

$ (6,068 )

$ 122

$ (3,054 )

$ (3,830 )

$ (6,762 )

Depreciation

635

289

987

506

377

883

Amortization of intangibles

222

1,715

1,937

283

1,941

2,224

EBITDA

$ 639

$ 167

$ (3,950 )

$ (3,144 )

$ 911

$ (736 )

$ (3,830 )

$ (3,655 )

Restructuring charges

793

853

173

Transaction costs

142

Disposal of internally developed software

365

Stock-based compensation

1,154

1,469

Inventory fair value of purchase accounting

120

Adjusted EBITDA (2)

$ 1,432

$ 227

$ (2,774 )

$ (1,115 )

$ 1,154

$ (211 )

$ (2,329 )

$ (1,386 )

Sales

$ 44,872

$ 17,066

$ -

$ 61,938

$ 44,323

$ 16,110

$ -

$ 60,433

Net loss margin

(5.3 )%

(8.7 )%

EBITDA margin

1.4 %

1.0 %

(5.1 )%

2.1 %

(4.6 )%

(6.0 )%

Adjusted EBITDA margin

3.2 %

1.3 %

(1.8 )%

2.6 %

(1.3 )%

(2.3 )%

(1)

The Company reconciles consolidated Net loss to EBITDA and Adjusted EBITDA as it has historically not allocated Income tax expense (benefit),

Other, net, and Interest income, net to the segments or to Corporate.

(2) Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses to Adjusted EBITDA.

During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 ($578 recorded at the

Outdoor segment and $47 recorded in Corporate costs). The three months ended March 31, 2025 reconciliation has been restated to conform

to the 2026 presentation.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2613890d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

Q1 EARNINGS PRESENTATION MAY 7, 2026

6 February 2023 PAGE 2 Forward - Looking Statements Please note that in this presentation we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “int end s,” “future,” and similar expressions which constitute forward - looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward - looking statem ents are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward - looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward - looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward - looking statements in this presentation, include, but are not limited to, risks and uncertaintie s related to the Company’s review of strategic alternatives, including the timing and outcome of the review, whether the review results in any transaction or other strategic outcome, and the potential impact of the review on the Company’s business and operations, as well as those risks and uncertainties more fully described from time to time in the Company's public reports filed with the Securities and Exchange C omm ission, including under the section titled “Risk Factors” in the Company's Annual Report on Form 10 - K, and/or Quarterly Reports on Form 10 - Q, as well as in the Company’s Current Reports on Form 8 - K. All forward - looking statements included in this presentation are based upon information available to the Company as of the date of this presentation and speak only as of the date hereof. We assume no obligation to up date any forward - looking statements to reflect events or circumstances after the date of this presentation. Non - GAAP Financial Measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). This pre sen tation contains the non - GAAP measures: ( i ) adjusted gross margin and adjusted gross profit, (ii) adjusted net income (loss) and related earnings (loss) per diluted share, (iii) earnings before interest, tax es, other income or expense, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow (defined as net cash provided by operating activities le ss capital expenditures). The Company believes that the presentation of certain non - GAAP measures, i.e.: ( i ) adjusted gross margin and adjusted gross profit, (ii) adjusted net income (loss) and related earnings (loss) per diluted sh are , (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information for the understanding of its ongoing operations and enable s i nvestors to focus on period - over - period operating performance, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and pro vid es, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non - GAAP measures are reconciled to comparable GAAP financial measures within this presentation. We do no t provide a reconciliation of the non - GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAA P f inancial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margi n. The Company cautions that non - GAAP measures should be considered in addition to, but not as a substitute for, the Company's reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non - GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies. Market and Industry Data The market and industry data used throughout this presentation was obtained from various sources, including the Company’s own re search and estimates, surveys or studies conducted by third parties and industry or general publications and forecasts. Industry publications, surveys and forecasts generally state that they have o bta ined information from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. While the Company believes that each of these surveys, studies, publ ica tions and forecasts is reliable, it has not independently verified such data and the Company is not making any representation as to the accuracy of such information. Similarly, the Company believes its internal re search and estimates are reliable but it has not been verified by any independent sources. In addition, while the Company believes that the industry and market information included herein is generally reliab le, such information is inherently imprecise. While the Company is not aware of any misstatements regarding the industry and market data presented herein, its estimates involve risks and uncertainties and are sub ject to change based on various factors, including those discussed under the heading “Forward - Looking Statements” above. DISCLAIMER

Warren Kanders EXECUTIVE CHAIRMAN Clarus TODAY’S PRESENTERS Mike Yates CFO Clarus Neil Fiske PRESIDENT Black Diamond Equipment

6 February 2023 PAGE 4 STRATEGIC PRIORITIES: Q1 HIGHLIGHTS Positioned for long - term sustainable growth Strategic roadmap continues to guide execution Black Diamond objective : Simplify and focus on the core Enhancing inventory, prioritizing most profitable categories, and steadily shifting toward more premium, full - price model Adventure objective: Focus on the basics Positioned to benefit from structural improvements, with emphasis on new product launches and fits Strong balance sheet/prudent capital allocation Debt - free with $29.8M of cash on the balance sheet at 3/31

Commitment to operational and organizational progress despite challenging macro backdrop $ 61.9m $ 17.1m $44.9 m 36.8 % $ (1.1)m 1 Revenue + 2.5% Y/Y Adventure Revenue + 5.9% Y/Y Outdoor Revenue + 1.2% Y/Y Gross Margin + 240 BPS Y/Y Adj. EBITDA + $0.3m Y/Y FIRST QUARTER RESULTS AT A GLANCE Adventure Adj. EBITDA: $0.2m Outdoor Adj. EBITDA: $1.4m 1 Beginning in the first quarter of 2026, the Company will no longer add back legal costs and regulatory matter expenses to Adj ust ed EBITDA. Included in adjusted EBITDA for the three months ended March 31, 2026 was $1.4m of legal costs and regulatory matter expenses.

6 February 2023 PAGE 6 OUTDOOR - STRATEGIC PRIORITIES AND HIGHLIGHTS • Strategy of simplification and business reshaping continues to pay off, reflected in increased Q1 revenue, margin, and EBITDA y/y • Big three business unit (Mountain, Climb and Apparel) sales up 7% y/y and now account for >90% of total sales • Full price Apparel sales increased 10% y/y • 190 bps improvement to Q1 GM reflects progress with inventory, focus on most profitable categories, and less discounting • Strong order book for 2H26, which should support growth • Claimed tariff IEEPA credit, estimated to be $6.2M • Geopolitical environment driving 2H26 cost inflation • Two effects – lower tariffs and higher costs – roughly cancelling each other out for remainder of 2026 MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS SIMPLIFICATION EXECUTION PRODUCT LEADERSHIP FEWER, BIGGER, BETTER

6 February 2023 PAGE 7 ADVENTURE - STRATEGIC PRIORITIES AND HIGHLIGHTS • Q1 results reflect increment progress, following corrective steps to reset pricing and implement further cost controls • Sales increase of 5.9% driven by strong growth in Australia and new partner relationships in Japan, Scandinavia and the U.K • Q1 Adj. EBITDA improved to $0.2M from $(0.2)M in Q1’25 and Adj. EBITDA margin increased by 260 bps • Q2 2026 will be first full quarter with consolidated operations for Maxtrax and Rhino - Rack under one roof • Positive signs that RockyMounts steadily gaining traction in Australian market • Outlook for remainder of the year is challenging due to geopolitical and macro factors, including a difficult consumer environment in Australia • Focusing on what we can control: driving margin expansion, maintaining cost discipline, and improving operational efficiency MANAGEMENT COMMENTARY BUILDING BLOCKS IN FOCUS FOCUS ON BASICS RATIONALIZED NPD PIPELINE REBUILT LEADERSHIP TEAM

6 February 2023 PAGE 8 NET SALES Q1 2026 FINANCIAL RESULTS Q1 2026 GROSS MARGIN ADJ. EBITDA 1 ADJ. EBITDA MARGIN (1.8)% ($1.1M) 36.8% $61.9M Q1 2025 (2.3)% ($1.4M) 34. 4 % $60.4M 1 Beginning in the first quarter of 2026, the Company will no longer add back legal costs and regulatory matter expenses to Adj ust ed EBITDA. Included in adjusted EBITDA for the three months ended March 31, 2026 and 2025 was $1.4m and $0.6m of legal costs and regulatory matter expenses, res pectively.

6 February 2023 PAGE 9 NET SALES FULL YEAR GUIDANCE ADJ. CORPORATE COSTS ADJ. EBITDA MID - POINT ADJ. EBITDA % CAPEX FREE CASH FLOWS $245M - $2 5 5M $6M - $7M $3M - $ 5 M 1 1.6% $9M FLAT 2026 • Q 2 guidance : Net sales between $ 51 - $ 53 million ; 3 M Adj . EBITDA 1 loss 1 The revised adjusted EBITDA guidance now includes an expected decline in our Adventure Segment in Australia and approximately $3 million of legal and regulatory expense for the remainder of 2026.

APPENDIX

6 February 2023 PAGE 11 BALANCE SHEET

6 February 2023 PAGE 12 INCOME STATEMENT

6 February 2023 PAGE 13 NON - GAAP RECONCILIATION

6 February 2023 PAGE 14 NON - GAAP RECONCILIATION As reported $ 61,938 $ 22,763 $ 28,831 $ 223 7.3 % $ (3,295) $ (0.09) Amortization of intangibles - - (1,937) 14 1,923 Restructuring charges - - (853) - 853 Transaction costs - - (22) - 22 Stock-based compensation - - (1,154) - 1,154 As adjusted $ 61,938 $ 22,763 $ 24,865 $ 237 26.5 % $ 657 $ 0.02 As reported $ 60,433 $ 20,794 $ 27,556 $ (802) (13.3) % $ (5,244) $ (0.14) Amortization of intangibles - - (2,224) 295 1,929 Disposal of internally developed software - - (365) 48 317 Restructuring charges - - (173) 23 150 Transaction costs - - (142) 19 123 Inventory fair value of purchase accounting - 120 - 16 104 Stock-based compensation - - (1,469) 48 1,421 As adjusted (2) $ 60,433 $ 20,914 $ 23,183 $ (353) 22.7 % $ (1,200) $ (0.03) (2) Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses to adjusted net income (loss). During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 (net impact of $542). The three months ended March 31, 2025 reconciliation has been restated to conform to the 2026 presentation. loss EPS (1) (1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net loss per share and adjusted net loss per share are both calculated based on 38,366 basic and diluted weighted average shares of common stock. Tax Net Diluted sales profit expenses (benefit) expense rate Three Months Ended March 31, 2025 Total Gross Operating Income tax expense rate (loss) income EPS (1) (1) Potentially dilutive securities are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive to net loss. Reported net loss per share is calculated based on 38,408 basic and diluted weighted average shares of common stock. Adjusted net income per share is calculated based on 38,410 diluted shares of common stock. sales profit expenses CLARUS CORPORATION RECONCILIATION FROM NET LOSS TO ADJUSTED NET INCOME AND RELATED EARNINGS PER DILUTED SHARE (In thousands, except per share amounts) Three Months Ended March 31, 2026 Total Gross Operating Income tax Tax Net Diluted

6 February 2023 PAGE 15 NON - GAAP RECONCILIATION Net loss $ (3,295) $ (5,244) Income tax expense (benefit) 223 (802) Other, net (2,908) (459) Interest income, net (88) (257) Operating loss $ (218) $ (1,837) $ (4,013) $ (6,068) $ 122 $ (3,054) $ (3,830) $ (6,762) Depreciation 635 289 63 987 506 377 - 883 Amortization of intangibles 222 1,715 - 1,937 283 1,941 - 2,224 EBITDA $ 639 $ 167 $ (3,950) $ (3,144) $ 911 $ (736) $ (3,830) $ (3,655) Restructuring charges 793 60 - 853 173 - - 173 Transaction costs - - 22 22 70 40 32 142 Disposal of internally developed software - - - - - 365 - 365 Stock-based compensation - - 1,154 1,154 - - 1,469 1,469 Inventory fair value of purchase accounting - - - - - 120 - 120 Adjusted EBITDA (2) $ 1,432 $ 227 $ (2,774) $ (1,115) $ 1,154 $ (211) $ (2,329) $ (1,386) Sales $ 44,872 $ 17,066 $ - $ 61,938 $ 44,323 $ 16,110 $ - $ 60,433 Net loss margin (5.3) % (8.7) % EBITDA margin 1.4 % 1.0 % (5.1) % 2.1 % (4.6) % (6.0) % Adjusted EBITDA margin 3.2 % 1.3 % (1.8) % 2.6 % (1.3) % (2.3) % (2) Beginning in the first quarter of 2026, the Company will no longer add back Legal costs and regulatory matter expenses to Adjusted EBITDA. During the three months ended March 31, 2025, the Company included an adjustment related to these costs of $625 ($578 recorded at the Outdoor segment and $47 recorded in Corporate costs). The three months ended March 31, 2025 reconciliation has been restated to conform to the 2026 presentation. (1) The Company reconciles consolidated Net loss to EBITDA and Adjusted EBITDA as it has historically not allocated Income tax expense (benefit), Other, net, and Interest income, net to the segments or to Corporate. Outdoor Segment Adventure Segment Corporate Costs Total (1) Outdoor Segment Adventure Segment Corporate Costs Total (1) CLARUS CORPORATION RECONCILIATION FROM CONSOLIDATED NET LOSS AND NET LOSS MARGIN TO EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION (EBITDA), EBITDA MARGIN, ADJUSTED EBITDA, AND ADJUSTED EBITDA MARGIN (In thousands) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

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