Revelyst 10-Q 2025 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period to

Commission file number 1-41793

REVELYST, INC.

(Exact name of Registrant as specified in its charter)

Delaware	88-3763984
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

P.O. Box 1411

Providence, RI 02901

(Address of principal executive offices)

Registrant's telephone number, including area code: (763) 433-1000

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

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Act: None.

____________________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer   ☒ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

As of November 11, 2024, there were 1,000 shares of the registrant's voting common stock outstanding.

TABLE OF CONTENTS

		Page
PART I - Financial Information
Item 1.	Unaudited Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 4.	Controls and Procedures	34
PART II - Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
SIGNATURES		44

1

PART I

ITEM 1. FINANCIAL STATEMENTS

REVELYST, INC.

BALANCE SHEETS

	Unaudited
Dollar and share amounts in ones	September 30, 2024		March 31, 2024
ASSETS
Cash	$	—	$	—
Total assets	$	—	$	—
LIABILITIES AND EQUITY
Liabilities	$	—	$	—
Total liabilities	—		—
Stockholder equity:
Common stock—$0.01 par value:
Authorized—500,000,000 shares
Issued and outstanding—1,000 shares as of September 30, 2024 and 1,000 shares as of March 31, 2024	10		10
Stock subscription receivable	(10)		(10)
Total stockholder equity	—		—
Total liabilities and stockholder equity	$	—	$	—

See Notes to the Balance Sheets

2

REVELYST, INC.

NOTES TO THE BALANCE SHEETS

1. Background and Nature of Operations

Revelyst, Inc. (the “Company”, “Revelyst”) was incorporated in Delaware on August 16, 2022. The Company was formed for the purpose of effecting a separation from Vista Outdoor and is currently a wholly owned subsidiary of Vista Outdoor. On October 15, 2023, Vista Outdoor Inc. (“Vista Outdoor”) entered into a definitive agreement (the “Merger Agreement”) to sell The Kinetic Group business (formerly the Sporting Products business) to CZECHOSLOVAK GROUP a.s. (“CSG”), (the “Sporting Products Sale”). Pursuant to a Separation Agreement entered into between Vista Outdoor and Revelyst, Inc. simultaneously with the entry into the Merger Agreement, Vista Outdoor will separate its Revelyst Outdoor Performance, Revelyst Adventure Sports and Revelyst Precision Sports Technology segments (together, the “Revelyst Business”, formerly the Outdoor Products business) from The Kinetic Group business by transferring the assets and liabilities of the Revelyst Business to Revelyst and CSG will merge one of its subsidiaries with Vista Outdoor (holding only The Kinetic Group Business), with each share of common stock, par value $0.01 per share, of Vista Outdoor (“Vista Outdoor Common Stock”) outstanding as of immediately prior to the closing of such transaction (other than shares held by Vista Outdoor, its subsidiaries or CSG, which will be canceled, and shares subject to appraisal demands in connection with the Sporting Products Sale) being converted into the right to receive (a) one fully paid and non-assessable share of common stock of Revelyst (“Revelyst Common Stock”) and (b) $12.90 in cash (the “Cash Consideration”).

On May 27, 2024, the parties entered into the first amendment to the Merger Agreement (the “First Amendment”). The First Amendment:

1.increases the base purchase price from $1,910,000 to $1,960,000;

2.increases the Cash Consideration from $12.90 to $16.00 in cash per share of Vista Outdoor Common Stock; and

3.provided that certain Vista Outdoor restricted stock units held by Vista Outdoor employees will be converted into restricted cash awards, subject to the same terms and conditions as the corresponding Vista Outdoor restricted stock units , including vesting terms, to the extent necessary to address adverse tax consequences to such employees and Vista Outdoor under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended from time to time.

On June 23, 2024, the parties entered into the second amendment to the Merger Agreement (the “Second Amendment”). The Second Amendment:

1.increased the base purchase price from $1,960,000 to $2,000,000; and

2.increased the Cash Consideration from $16.00 to $18.00 in cash per share of Vista Outdoor Common Stock.

On July 7, 2024, the Parties entered into the third amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment:

1.increased the base purchase price from $2,000,000 to $2,100,000; and

2.increased the Cash Consideration from $18.00 to $21.00 in cash per share of Vista Outdoor Common Stock.

On July 21, 2024, the Parties entered into the fourth amendment to the Merger Agreement (the “Fourth Amendment”). The Fourth Amendment:

1.increased the base purchase price from $2,100,000 to $2,150,000; and

2.increased the Cash Consideration from $21.00 to $24.00 in cash per share of Vista Outdoor Common Stock.

On July 30, 2024, Vista Outdoor announced their Board of Directors (the “Vista Outdoor Board”) decided to commence a review of strategic alternatives which included: (i) the exploration of a full range of alternatives for the Revelyst Business, including a potential sale of the Revelyst Business, (ii) engagement with MNC Capital and its private equity partner with respect to its proposal to acquire Vista Outdoor in an all-cash transaction for $42.00 per share of Vista Outdoor Common Stock, and (iii) continued consideration of the separation of the Revelyst Business and The Kinetic Group through a spin-off. CSG was

3

also considering an acquisition of the Revelyst Business with potential partners (in addition to its proposed acquisition of The Kinetic Group).

On September 12, 2024, the parties entered into the Fifth Merger Agreement Amendment. The Fifth Merger Agreement Amendment:

1.provided for Revelyst to issue Vista Outdoor additional shares of Revelyst Common Stock in an amount equal to the number of shares of Revelyst Common Stock equal to 7.5% of the fully diluted outstanding shares of Revelyst Common Stock as of the Closing (after giving effect to the Contribution including, for the avoidance of doubt, the shares of Revelyst Common Stock to be transferred by Vista Outdoor to Merger Sub Parent) (the “Revelyst Purchased Shares”) prior to the sale of such shares from Vista Outdoor to Merger Sub Parent;

2.provided that immediately prior to Closing, Merger Sub Parent would purchase from Vista Outdoor the Revelyst Purchased Shares for $150,000 (“Revelyst Purchased Shares Purchase Price”) (the “Revelyst Investment”);

3.provided that following payment of the Revelyst Purchased Shares Purchase Price, Vista Outdoor would contribute such amount to Revelyst to be paid to Vista Outdoor stockholders as part of the Cash Consideration; and

4.increased the Cash Consideration from $24.00 to $28.00 in cash per share of Vista Outdoor Common Stock.

On October 4, 2024, the parties entered into the Sixth Merger Agreement Amendment. The Sixth Merger Agreement Amendment:

1.increased the Base Purchase Price from $2,150,000 to $2,225,000;

2.changed the Cash Consideration from $28.00 to $25.75 in cash per share of Vista Outdoor Common Stock;

3.extended the End Date to December 11, 2024; and

4.eliminated the Revelyst Investment.

On October 4, 2024, Vista Outdoor completed certain portions of the legal and structural separation of Revelyst, Inc. from Vista Outdoor. To effect the structural separation, Vista Outdoor undertook certain pre-spin-off transactions described below:

1.Vista Outdoor contributed its equity interest in certain of its wholly owned subsidiaries to its wholly owned subsidiary Revelyst, Inc.

The Sporting Products Sale is subject to approval of Vista Outdoor stockholders and other customary closing conditions. There can be no assurance regarding the ultimate timing of the proposed transaction or that the Sporting Products Sale will be completed.

On October 4, 2024, Vista Outdoor entered into an agreement with Revelyst, Cabin Ridge Inc. (“SVP Merger Sub”) and Olibre LLC (“SVP Parent”) (“Revelyst Merger Agreement”) pursuant to which, following the completion of the Sporting Products Sale and subject to the receipt of regulatory approvals and other customary closing conditions, SVP Merger Sub will be merged with and into Revelyst (holding only the Revelyst business), with Revelyst surviving the merger as a wholly owned subsidiary of SVP Parent (the “Revelyst Merger” and, together with the other transactions contemplated by the Revelyst Merger Agreement and the related transaction documents, in each case as amended from time to time, the “Revelyst Transaction”). Each share of Revelyst Common Stock issued and outstanding immediately prior to the closing of such transaction (including shares of Revelyst Common Stock received by Vista Outdoor stockholders as part of the Sporting Products Sale) (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent) will be converted into the right to receive merger consideration in an amount calculated in accordance with the provisions of the Revelyst Merger Agreement, using a base purchase price of $1,125,000. There can be no assurance regarding the ultimate timing of the Revelyst Merger Agreement or that it will be completed.

2. Basis of Presentation and Accounting

The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate statements of comprehensive income, changes in stockholder equity, and cash flows have not been presented because there have been no operations since the Company was formed.

3. Stockholder Equity

As of September 30, 2024, we had 1,000 issued and outstanding shares of common stock or preferred stock.

4

REVELYST BUSINESS

CONDENSED COMBINED BALANCE SHEETS (unaudited)

	Unaudited
(Amounts in thousands)	September 30, 2024		March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	21,740	$	22,946
Net receivables	211,274		209,492
Net inventories	261,392		293,746
Prepaid expenses	26,773		23,094
Income tax receivable	1,966		1,441
Other current assets	6,433		6,708
Total current assets	529,578		557,427
Net property, plant, and equipment	45,404		61,493
Operating lease assets	90,490		99,705
Goodwill	232,145		232,145
Net intangible assets	542,656		569,314
Other non-current assets	60,442		54,779
Total assets	$	1,500,715	$	1,574,863
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	88,862	$	87,038
Accrued compensation	19,666		19,649
Sales and other taxes payable	11,400		12,622
Other current liabilities	89,896		87,054
Total current liabilities	209,824		206,363
Deferred income tax liabilities	11,946		12,755
Long-term operating lease liabilities	91,528		100,070
Other long-term liabilities	21,504		21,827
Total liabilities	334,802		341,015
Commitments and contingencies (Note 15)
Parent company equity
Parent company investment	1,171,312		1,239,462
Accumulated other comprehensive loss	(5,399)		(5,614)
Total parent company equity	1,165,913		1,233,848
Total liabilities and parent company equity	$	1,500,715	$	1,574,863

See Notes to the Condensed Combined Financial Statements.

5

REVELYST BUSINESS

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

	Three months ended				Six months ended
(Amounts in thousands)	September 30, 2024		September 24, 2023		September 30, 2024		September 24, 2023
Sales, net (including related party sales of $381 and $857 for the three and six months ended September 30, 2024, respectively, and $5,370 and $10,215 for the three and six months ended September 24, 2023, respectively)	$	314,975	$	332,821	$	589,195	$	654,264
Cost of sales	216,678		239,062		409,508		465,779
Gross profit	98,297		93,759		179,687		188,485
Operating expenses:
Research and development	9,508		10,306		20,031		20,670
Selling, general, and administrative	83,594		88,250		174,871		177,909
(Gain) loss on divestitures, net (Note 6)	872		—		(18,787)		—
Operating income (loss)	4,323		(4,797)		3,572		(10,094)
Other income (expense), net (Note 4)	255		(1,174)		178		(1,715)
Interest income	12		37		26		79
Income (loss) before income taxes	4,590		(5,934)		3,776		(11,730)
Income tax (provision) benefit	(34)		1,592		(506)		2,030
Net income (loss)	$	4,556	$	(4,342)	$	3,270	$	(9,700)
Net income (loss) (from above)	$	4,556	$	(4,342)	$	3,270	$	(9,700)
Other comprehensive income, net of tax:
Change in derivative instruments, net of tax benefit (expense) of $0 and $0 for the three and six months ended September 30, 2024, respectively, and $(419) and $(641) for the three and six months ended September 24, 2023, respectively	(855)		1,312		(538)		2,008
Change in cumulative translation adjustment, net of tax benefit (expense) of $0 and $0 for the three and six months ended September 30, 2024, respectively, and $(66) and $(66) for the three and six months ended September 24, 2023, respectively	1,002		(759)		753		(95)
Total other comprehensive income	147		553		215		1,913
Comprehensive income (loss)	$	4,703	$	(3,789)	$	3,485	$	(7,787)

See Notes to the Condensed Combined Financial Statements.

6

REVELYST BUSINESS

CONDENSED COMBINED STATEMENTS OF CASH FLOWS (unaudited)

	Six months ended
(Amounts in thousands)	September 30, 2024		September 24, 2023
Operating Activities
Net income (loss)	$	3,270	$	(9,700)
Adjustments to net loss to arrive at cash provided by operating activities:
Depreciation	8,114		10,129
Amortization of intangible assets	24,847		25,217
Impairment of long-lived assets	8,043		2,802
Gain on sale of businesses (Note 6)	(18,787)		—
Deferred income taxes	(805)		176
Foreign currency translation gains, net	(302)		(240)
Loss on disposal of property, plant, and equipment	419		68
Share-based compensation	3,837		1,507
Changes in assets and liabilities:
Net receivables	(2,016)		(14,781)
Net inventories	15,282		48,675
Prepaid expenses	(3,679)		12,107
Accounts payable	(145)		11,537
Accrued compensation	15		(707)
Accrued income taxes	(516)		(239)
Sales tax	(1,226)		(392)
Other assets and liabilities	4,084		12,981
Cash provided by operating activities	40,435		99,140
Investing Activities
Capital expenditures	(4,015)		(6,632)
Proceeds from the sale of businesses	39,538		—
Proceeds from the disposition of property, plant and equipment	—		128
Asset acquisition	(263)		—
Cash provided by (used for) investing activities	35,260		(6,504)
Financing Activities
Net transfers to Parent	(77,025)		(73,006)
Payments made for contingent consideration	(750)		(8,585)
Cash used for financing activities	(77,775)		(81,591)
Effect of foreign currency exchange rate fluctuations on cash	874		(699)
Increase in cash and cash equivalents	(1,206)		10,346
Cash and cash equivalents at beginning of period	22,946		15,541
Cash and cash equivalents at end of period	$	21,740	$	25,887
Supplemental Cash Flow Disclosures:
Noncash investing activity:
Capital expenditures included in accounts payable and other accrued liabilities	$	693	$	870

See Notes to the Condensed Combined Financial Statements.

7

REVELYST BUSINESS

CONDENSED COMBINED STATEMENTS OF PARENT COMPANY EQUITY (unaudited)

(Amounts in thousands)	Parent Company Investment		Accumulated Other Comprehensive Loss		Total Parent Company Equity
Balance, March 31, 2024	$	1,239,462	$	(5,614)	$	1,233,848
Comprehensive (loss)	(1,286)		68		(1,218)
Net transfers to Parent	(49,812)		—		(49,812)
Balance, June 30, 2024	$	1,188,364	$	(5,546)	$	1,182,818
Comprehensive income	4,556		147		4,703
Net transfers to Parent	(21,608)		—		(21,608)
Balance, September 30, 2024	$	1,171,312	$	(5,399)	$	1,165,913
Balance, March 31, 2023	$	1,593,826	$	(8,160)	$	1,585,666
Comprehensive (loss)	(5,358)		1,360		(3,998)
Net transfers to Parent	(34,999)		—		(34,999)
Balance, June 25, 2023	$	1,553,469	$	(6,800)	$	1,546,669
Comprehensive (loss)	(4,342)		553		(3,789)
Net transfers to Parent	(36,030)		—		(36,030)
Balance, September 24, 2023	$	1,513,097	$	(6,247)	$	1,506,850

See Notes to the Condensed Combined Financial Statements.

8

REVELYST BUSINESS

NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (unaudited)

(Amounts in thousands except share and per share data and unless otherwise indicated)

1. Background and Basis of Presentation

Separation from Vista Outdoor Inc.

Revelyst, Inc. (the “Company”, “Revelyst”) was incorporated in Delaware on August 16, 2022. The Company was formed for the purpose of effecting a separation from Vista Outdoor and is currently a wholly owned subsidiary of Vista Outdoor. Vista Outdoor Inc. (“Vista Outdoor”) entered into a definitive agreement (the “Merger Agreement”) to sell The Kinetic Group business (formerly the Sporting Products business) to CZECHOSLOVAK GROUP a.s. (“CSG”), (the “Sporting Products Sale”) for an enterprise value of $1,910,000 (the “base purchase price”) on a cash-free, debt-free basis subject to working capital adjustments. Pursuant to a Separation Agreement entered into between Vista Outdoor and Revelyst, Inc. simultaneously with the entry into the Merger Agreement, Vista Outdoor will separate its Revelyst Outdoor Performance, Revelyst Adventure Sports and Revelyst Precision Sports Technology segments (together, the “Revelyst Business”, “we”, “our”, and “us”, unless the context otherwise requires, formerly the Outdoor Products business) from The Kinetic Group business by transferring the assets and liabilities of the Revelyst business to a wholly owned subsidiary of Vista Outdoor, Revelyst, and CSG will merge one of its subsidiaries with Vista Outdoor (holding only The Kinetic Group business), with each share of common stock, par value $0.01 per share, of Vista Outdoor ("Vista Outdoor Common Stock") outstanding as of immediately prior to the closing of such transaction (other than shares held by Vista Outdoor, its subsidiaries or CSG, which will be canceled, and shares subject to appraisal demands in connection with the Sporting Products Sale) being converted into the right to receive (a) one fully paid and non-assessable share of common stock of Revelyst (“Revelyst Common Stock”) and (b) $12.90 in cash (“Cash Consideration”).

On May 27, 2024, the parties entered into the first amendment to the Merger Agreement (the “First Amendment”). The First Amendment:

1.increases the base purchase price from $1,910,000 to $1,960,000;

2.increases the Cash Consideration from $12.90 to $16.00 in cash per share of Vista Outdoor Common Stock; and

3.provided that certain Vista Outdoor restricted stock units held by Vista Outdoor employees will be converted into restricted cash awards, subject to the same terms and conditions as the corresponding Vista Outdoor restricted stock units , including vesting terms, to the extent necessary to address adverse tax consequences to such employees and Vista Outdoor under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended from time to time.

On June 23, 2024, the parties entered into the second amendment to the Merger Agreement (the “Second Amendment”). The Second Amendment:

1.increased the base purchase price from $1,960,000 to $2,000,000; and

2.increased the Cash Consideration from $16.00 to $18.00 in cash per share of Vista Outdoor Common Stock.

On July 7, 2024, the Parties entered into the third amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment:

1.increased the base purchase price from $2,000,000 to $2,100,000; and

2.increased the Cash Consideration from $18.00 to $21.00 in cash per share of Vista Outdoor Common Stock.

On July 21, 2024, the Parties entered into the fourth amendment to the Merger Agreement (the “Fourth Amendment”). The Fourth Amendment:

1.increased the base purchase price from $2,100,000 to $2,150,000; and

2.increased the Cash Consideration from $21.00 to $24.00 in cash per share of Vista Outdoor Common Stock.

On July 30, 2024, Vista Outdoor announced their Board of Directors (the “Vista Outdoor Board”) decided to commence a review of strategic alternatives which included: (i) the exploration of a full range of alternatives for the Revelyst Business, including a potential sale of the Revelyst Business, (ii) engagement with MNC Capital and its private equity partner with respect to its proposal to acquire Vista Outdoor in an all-cash transaction for $42.00 per share of Vista Outdoor Common Stock, and (iii) continued consideration of the separation of the Revelyst Business and The Kinetic Group through a spin-off. CSG was

9

also considering an acquisition of the Revelyst Business with potential partners (in addition to its proposed acquisition of The Kinetic Group).

On September 12, 2024, the parties entered into the Fifth Merger Agreement Amendment. The Fifth Merger Agreement Amendment:

1.provided for Revelyst to issue Vista Outdoor additional shares of Revelyst Common Stock in an amount equal to the number of shares of Revelyst Common Stock equal to 7.5% of the fully diluted outstanding shares of Revelyst Common Stock as of the Closing (after giving effect to the Contribution including, for the avoidance of doubt, the shares of Revelyst Common Stock to be transferred by Vista Outdoor to Merger Sub Parent) (the “Revelyst Purchased Shares”) prior to the sale of such shares from Vista Outdoor to Merger Sub Parent;

2.provided that immediately prior to Closing, Merger Sub Parent would purchase from Vista Outdoor the Revelyst Purchased Shares for $150,000 (“Revelyst Purchased Shares Purchase Price”) (the “Revelyst Investment”);

3.provided that following payment of the Revelyst Purchased Shares Purchase Price, Vista Outdoor would contribute such amount to Revelyst to be paid to Vista Outdoor stockholders as part of the Cash Consideration; and

4.increased the Cash Consideration from $24.00 to $28.00 in cash per share of Vista Outdoor Common Stock.

On October 4, 2024, the parties entered into the Sixth Merger Agreement Amendment. The Sixth Merger Agreement Amendment:

1.increased the Base Purchase Price from $2,150,000 to $2,225,000;

2.changed the Cash Consideration from $28.00 to $25.75 in cash per share of Vista Outdoor Common Stock;

3.extended the End Date to December 11, 2024; and

4.eliminated the Revelyst Investment.

On October 4, 2024, Vista Outdoor completed certain portions of the legal and structural separation of Revelyst, Inc. from Vista Outdoor. To effect the structural separation, Vista Outdoor undertook certain pre-spin-off transactions described below:

1.Vista Outdoor contributed its equity interest in certain of its wholly owned subsidiaries to its wholly owned subsidiary Revelyst, Inc.

The Sporting Products Sale is subject to approval of Vista Outdoor stockholders and other customary closing conditions. There can be no assurance regarding the ultimate timing of the proposed transaction or that the Sporting Products Sale will be completed.

On October 4, 2024, Vista Outdoor entered into an agreement with Revelyst, Cabin Ridge Inc. (“SVP Merger Sub”) and Olibre LLC (“SVP Parent”) (“Revelyst Merger Agreement”) pursuant to which, following the completion of the Sporting Products Sale and subject to the receipt of regulatory approvals and other customary closing conditions, SVP Merger Sub will be merged with and into Revelyst (holding only the Revelyst business), with Revelyst surviving the merger as a wholly owned subsidiary of SVP Parent (the “Revelyst Merger” and, together with the other transactions contemplated by the Revelyst Merger Agreement and the related transaction documents, in each case as amended from time to time, the “Revelyst Transaction”). Each share of Revelyst Common Stock issued and outstanding immediately prior to the closing of such transaction (including shares of Revelyst Common Stock received by Vista Outdoor stockholders as part of the Sporting Products Sale) (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent) will be converted into the right to receive merger consideration in an amount calculated in accordance with the provisions of the Revelyst Merger Agreement, using a base purchase price of $1,125,000. There can be no assurance regarding the ultimate timing of the Revelyst Merger Agreement or that it will be completed.

Nature of Operations. The Revelyst Business is a house of iconic consumer product brands serving a diverse range of outdoor enthusiasts across the world. We design, develop, manufacture, source and distribute performance gear and precision technologies for golfers, cyclists, off-road riders, skiers, snowboarders, backyard grillers, hikers, campers, anglers and hunters. We will be headquartered in Providence, Rhode Island and have manufacturing and distribution facilities in the U.S., Canada, Mexico and Puerto Rico along with international customer service, sales and sourcing operations in Asia and Europe.

Basis of Combination. These unaudited condensed combined financial statements reflect the historical financial position, results of operations and cash flows for the periods presented as we are managed within Vista Outdoor. The unaudited condensed combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. The unaudited condensed combined financial statements have

10

been prepared in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America. The unaudited condensed combined financial statements may not be indicative of our future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had we operated as an independent company during the periods presented.

The unaudited condensed combined financial statements include expense allocations for certain functions provided by Vista Outdoor, including, but not limited to, general corporate expenses related to management, finance, legal, information technology, human resources, communications, supply chain and insurance. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of revenue, headcount or other measures. During the three and six months ended September 30, 2024 we were allocated $872 of loss on divestiture and $(18,787) of gain on divestiture, respectively, and $16,183 and $34,942 of general corporate expenses, respectively. During the three and six months ended September 24, 2023 we were allocated $16,882 and $29,144 of general corporate expenses, respectively. General corporate expenses are included within selling, general and administrative expenses in the unaudited condensed combined statements of comprehensive income (loss). Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by us during the periods presented. The allocations may not, however, reflect the expenses we would have incurred if we had been an independent company for the periods presented. Actual costs that may have been incurred if we had been an independent company would depend on several factors, including the organizational structure, whether functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. We are unable to determine what such costs would have been had we been independent. Following the closing of the Sporting Products Sale (the “Closing”), we may perform these functions using our own resources or purchased services.

All intercompany transactions have been eliminated in the Vista Outdoor consolidation process. Related party transactions between us and Vista Outdoor have been included in these unaudited condensed combined financial statements. The aggregate net effect of related party transactions not historically settled in cash between us and Vista Outdoor has been reflected in the unaudited condensed combined balance sheets as “Parent company investment” and in the unaudited condensed combined statements of cash flows as “Net transfers to Parent” within financing activities.

Vista Outdoor utilizes a centralized approach to cash management and financing its operations. This arrangement is not reflective of the manner in which we would have been able to finance our operations had we been independent from Vista Outdoor. The cash and cash equivalents held by Vista Outdoor at the corporate level are not specifically identifiable to us and therefore have not been reflected in our unaudited condensed combined balance sheets. Cash transfers between Vista Outdoor and us are recorded through the Parent company investment account. Cash and cash equivalents in the unaudited condensed combined balance sheets represents cash and temporary investments held locally by us.

The unaudited condensed combined financial statements include certain assets and liabilities that have historically been held at the Vista Outdoor corporate level but are specifically identifiable or otherwise attributable to us. Vista Outdoor’s third-party debt and the related interest expense have not been allocated to us for any of the periods presented, as we are not the primary obligor of such debt.

Use of Estimates. The preparation of unaudited condensed combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. We review our estimates to ensure that these estimates properly reflect changes in our business or as new information becomes available. See our discussion of Critical Accounting Policies and Estimates in Part I, Item 2 of this Quarterly Report.

2. Fair Value of Financial Instruments

We measure and disclose our financial assets and liabilities at fair value on a recurring and nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability (the exit price) in the principal and most advantageous market for the asset or liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified using the three-tier hierarchy.

Derivative Financial Instruments

Hedging instruments (See Note 4, Derivative Financial Instruments) are re-measured on a recurring basis using daily market foreign currency rates and are therefore categorized within Level 2 of the fair value hierarchy.

Contingent Consideration

In connection with some of our acquisitions, we recorded contingent consideration liabilities that can be earned by the sellers upon achievement of certain milestones. The liabilities are measured on a recurring basis and recorded at fair value,

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using a discounted cash flow analysis or a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt, utilizing revenue projections for the respective earn-out period, corresponding targets and approximate timing of payments as outlined in the purchase agreements. The inputs used to calculate the fair value of the contingent consideration liabilities are considered to be Level 3 inputs due to the lack of relevant market activity and significant management judgment. Changes in the fair value of the contingent consideration obligation result from changes in discount periods and rates, and changes in probability assumptions with respect to the likelihood of achieving the performance targets. The fair value adjustments are recorded in selling, general, and administrative in the unaudited condensed combined statements of comprehensive income (loss). The estimated fair values of contingent consideration payable related to our acquisition of Stone Glacier as of September 30, 2024 is $2,806.

Following is a summary of our contingent consideration liability Level 3 activity during the six months ended September 30, 2024:

Balance, March 31, 2024	$	3,556
Payments made	(750)
Balance, September 30, 2024	$	2,806

Contingent consideration liabilities are reported under the following captions in the unaudited condensed combined balance sheets:

	September 30, 2024		March 31, 2024
Other current liabilities	$	2,806	$	750
Other long-term liabilities	—		2,806
Total	$	2,806	$	3,556

Disclosures about the Fair Value of Financial Instruments

The carrying amount of our receivables, inventory, accounts payable and accrued liabilities as of September 30, 2024 and March 31, 2024 approximates fair value because of the short maturity of these instruments. The carrying values of cash and cash equivalents as of September 30, 2024 and March 31, 2024 are categorized within Level 1 of the fair value hierarchy.

Long-lived assets measured on a non-recurring basis

We periodically evaluate the recoverability of the carrying amount of our long-lived assets, including amortizing intangible assets, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable or exceeds its fair value. These assets include long-lived assets that are written down to fair value when they are held for sale or determined to be impaired. See Note 6, Divestitures and Acquisitions, for discussion of impairment recorded during the first fiscal quarter related to a divestiture completed in the second fiscal quarter of 2025. See Note 3. Leases, for discussion of right of use asset (ROU) impairments during the first fiscal quarter of 2025. Significant assumptions were used to estimate fair value of long-lived assets, which were categorized within Level 3 of the fair value hierarchy. See Note 12, Restructuring, for discussion of long-lived asset impairments related to our GEAR Up restructuring plan during the first fiscal quarter of 2025.

3. Leases

We lease certain warehouse and distribution space, manufacturing space, office space, retail locations, equipment and vehicles. All of these leases are classified as operating leases. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. These rates are assessed on a quarterly basis. The operating lease assets also include any lease payments less lease incentives. Leases with an initial term of twelve months or less are not recorded on the balance sheets. For operating leases, expense is recognized on a straight-line basis over the lease term. Variable lease payments associated with our leases are recognized upon occurrence of the event, activity or circumstance in the lease agreement on which those payments are assessed. Tenant improvement allowances are recorded as leasehold improvements with an offsetting adjustment included in our calculation of the right-of-use asset.

Many leases include one or more options to renew, with renewal terms that can extend the lease term up to five years. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term.

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The amounts of assets and liabilities related to our operating leases were as follows:

	Balance sheet caption	September 30, 2024		March 31, 2024
Assets:
Operating lease assets	Operating lease assets	$	90,490	$	99,705
Liabilities:
Current:
Operating lease liabilities	Other current liabilities	$	12,557	$	12,117
Long-term:
Operating lease liabilities	Long-term operating lease liabilities	91,528		100,070
Total lease liabilities		$	104,085	$	112,187

The components of lease expense are recorded to cost of sales and selling, general, and administrative expenses in the unaudited condensed combined statements of comprehensive income (loss). The components of lease expense were as follows:

	Three months ended				Six months ended
	September 30, 2024		September 24, 2023		September 30, 2024		September 24, 2023
Fixed operating lease costs(1)	$	5,212	$	5,972	$	10,618	$	11,976
Variable operating lease costs	1,185		895		2,270		1,978
Operating and Sublease income	(255)		(238)		(415)		(430)
Net lease costs	$	6,142	$	6,629	$	12,473	$	13,524

(1) Includes short-term leases, which are immaterial.

The weighted average remaining lease term and weighted average discount rate is as follows:

	September 30, 2024		March 31, 2024
Weighted average remaining lease term (years):
Operating leases	9.02		9.21
Weighted average discount rate:
Operating leases	8.69	%	8.68	%

The approximate future minimum lease payments under operating leases as of September 30, 2024 were as follows:

Remainder of fiscal year 2025	$	10,630
Fiscal year 2026	20,439
Fiscal year 2027	18,675
Fiscal year 2028	15,878
Fiscal year 2029	15,223
Thereafter	72,830
Total lease payments	153,675
Less imputed interest	(49,590)
Present value of lease liabilities	$	104,085

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Supplemental cash flow information related to leases is as follows:

	Six months ended
	September 30, 2024		September 24, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	10,882	$	11,858
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	3,938	$	4,810
ROU asset re-measurement	(5,710)		(6,195)

As part of our GEAR Up restructuring plan, we made a strategic decision to close and impair office locations that were no longer being used as intended or are actively being marketed for sublease. Accordingly, during the first fiscal quarter of 2025, we recognized a ROU asset impairment of $1,612 reducing the carrying value of the lease asset to its estimated fair value, which is included in selling, general, and administrative on our unaudited condensed combined statements of comprehensive income (loss).

4. Derivative Financial Instruments

Foreign Exchange Risk

In the normal course of business, we are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions of our international subsidiaries. We use designated cash flow hedges in the form of foreign currency forward contracts as part of our strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates and to mitigate the impact of foreign currency translation on transactions that are denominated primarily in British Pounds, Euros and Canadian Dollars.

Cash Flow Hedging Instrument

We use foreign currency forward contracts designated as qualifying cash flow hedging instruments to help mitigate our exposure on our foreign subsidiaries' inventory purchases and intercompany transactions, which is different than their functional currency. Certain U.S. subsidiaries also hedge a portion of their future sales in Canadian Dollars. These contracts generally mature within 12 months from their inception. As of September 30, 2024, the notional amounts of our foreign currency forward contracts designated as cash flow hedge instruments were approximately $24,357. The effectiveness of cash flow hedge contracts is assessed quantitatively at inception and qualitatively thereafter considering the transactions critical terms and counterparty credit quality.

During the three months ended September 30, 2024 and September 24, 2023, we recorded net foreign currency translation realized and unrealized gain (loss) of $249 and $(715), respectively, and for the six months ended September 30, 2024 and September 24, 2023, we recorded realized and unrealized net foreign currency translation gain (loss) of $170 and $(476), respectively, on the unaudited condensed combined statements of comprehensive income (loss) within other income (expense), net.

The following tables summarize the fair value of our derivative instruments as well as the location of the asset and/or liability on the unaudited condensed combined balance sheets:

		Asset (liability) derivatives fair value as of
Derivatives designated as cash flow hedging instruments	Balance sheet location	September 30, 2024		March 31, 2024
Foreign currency forward contracts	Other current liabilities	$	(546)	$	(4)
Total		$	(546)	$	(4)

The following tables summarize the net effect of all cash flow hedges for each of our derivative contracts on the unaudited condensed combined financial statements:

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	Gain (loss) recognized in other comprehensive income (loss)
	Three months ended				Six months ended
Derivatives designated as cash flow hedging instruments	September 30, 2024		September 24, 2023		September 30, 2024		September 24, 2023
Foreign currency forward contracts	$	(924)	$	403	$	(594)	$	242
Total gain (loss)	$	(924)	$	403	$	(594)	$	242

		Loss reclassified from other comprehensive loss into earnings
		Three months ended				Six months ended
Derivatives designated as cash flow hedging instruments:	Location	September 30, 2024		September 24, 2023		September 30, 2024		September 24, 2023
Foreign currency forward contracts	Cost of sales	$	(38)	$	(789)	$	(38)	$	(1,189)
Foreign currency forward contracts	Other income (expense), net	(31)		(539)		(18)		(1,218)
Total loss		$	(69)	$	(1,328)	$	(56)	$	(2,407)

5. Revenue Recognition

Our disaggregated revenue is fully disclosed by reportable segments and by geographic area in Note 17, Operating Segment Information.

For the majority of our contracts with customers, we recognize revenue for our products at a point in time upon the transfer of control of the products to the customer, which typically occurs upon shipment and coincides with our right to payment, the transfer of legal title, and the transfer of the significant risks and rewards of ownership of the product. For our contracts that include bundled hardware and software sales, revenue related to delivered hardware and bundled software is recognized when control has transferred to the customer, which typically occurs upon shipment. The immaterial amount of revenue allocated to unspecified software update rights is deferred and recognized on a straight-line basis over the estimated period they are expected to be provided.

Typically, our contracts require customers to pay within 30-60 days of product delivery with a discount available to some customers for early payment. In some cases, we offer extended payment terms to customers. However, we do not consider these extended payment terms to be a significant financing component of the contract because the payment terms are less than a year.

Our contracts with customers may have shipping terms that indicate a transfer of control of the products upon their arrival at the destination rather than upon shipment. In those cases, we recognize revenue only when the product reaches the customer destination, which may require us to estimate the timing of transfer of control based on the expected delivery date. In all cases, however, we consider our costs related to shipping and handling to be a cost of fulfilling the contract with the customer.

The total amount of revenue we recognize for the sale of our products reflects various sales adjustments for discounts, returns, refunds, allowances, rebates, and other customer incentives. These sales adjustments can vary based on market conditions, customer preferences, timing of customer payments, volume of products sold, and timing of new product launches. These adjustments require management to make reasonable estimates of the amount we expect to receive from the customer. We estimate sales adjustments by customer or by product category on the basis of our historical experience with similar contracts with customers, adjusted as necessary to reflect current facts and circumstances and our expectations for the future. Sales taxes, federal excise taxes, and other similar taxes are excluded from revenue.

For our contracts that have multiple performance obligations, which represent promises within an arrangement that are distinct, we allocate revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSPs”). When available, we use observable prices to determine SSPs. When observable prices are not available, SSPs are established that reflect our best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. We allocate revenue and any related discounts to these performance obligations based on their relative SSPs.

Incentives in the form of cash paid to the customer (or a reduction of a customer cash payment to us) typically are recognized as a reduction of sales unless the incentive is for a distinct benefit that we receive from the customer, e.g., advertising or marketing.

We pay commissions to some of our employees based on agreed-upon sales targets. We recognize the incremental costs of obtaining a contract as an expense when incurred because our sales contracts with commissions are a year or less.

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6. Divestitures and Acquisitions

Divestitures

On July 7, 2024, we sold our wood pellet manufacturing company, Fiber Energy Products. The assets of this business represented a portion of our Revelyst Outdoor Performance reportable segment. The decision to divest this business during the first fiscal quarter of 2025 triggered a quantitative impairment analysis as of June 30, 2024. We recorded a $6,336 fixed asset impairment during the first quarter of fiscal year 2025 to write down the carrying value of the Fiber Energy facilities and equipment to their fair value, which is included in selling, general, and administrative on our unaudited condensed combined statements of comprehensive income (loss). The key assumption in the fair value analysis was the proposed purchase price as of June 30, 2024. During the three months ended September 30, 2024, we recognized a pre-tax loss on this divestiture of approximately $872, which is included in (gain) loss on divestitures on our unaudited condensed combined statements of comprehensive income (loss). The loss was mostly related to transaction related expenses. This transaction does not meet the criteria for discontinued operations as it does not represent a strategic shift that will have a major effect on our ongoing operations.

On May 1, 2024, we completed the divestiture of the RCBS brand. The assets of this business represented a portion of our Revelyst Outdoor Performance reportable segment. During the three months ended June 30, 2024 we recognized a pre-tax gain on this divestiture of approximately $19,659, which is included in (gain) loss on divestitures, net on our unaudited condensed combined statements of comprehensive income (loss). This transaction does not meet the criteria for discontinued operations as it does not represent a strategic shift that will have a major effect on our ongoing operations.

Acquisitions

During the fourth quarter of fiscal year 2024, we acquired PinSeeker, a leader in virtual network of golfers, allowing players to compete globally in real-time. The results of this business are reported within the Revelyst Precision Sports Technology reportable segment. We accounted for the acquisition as a business combination using the acquisition method of accounting and performed a preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. We finalized the purchase price allocation during the second quarter of fiscal year 2025, and no significant changes were recorded from the original estimation. The acquisition is not significant to our combined financial statements and as such we have not included disclosures of the allocation of the purchase price or any pro forma information.

7. Receivables

Our trade accounts receivable are recorded at net realizable value, which includes an appropriate allowance for estimated credit losses. We maintain an allowance for credit losses related to accounts receivable for future expected credit losses resulting from the inability or unwillingness of our customers to make required payments. We estimate the allowance based upon historical bad debts, current customer receivable balances, age of customer receivable balances and the customers’ financial condition, and in relation to a representative pool of assets consisting of a large number of customers with similar risk characteristics. The allowance is adjusted as appropriate to reflect differences in current conditions as well as changes in forecasted macroeconomic conditions. Receivables that do not share risk characteristics are evaluated on an individual basis, including those associated with customers that have a higher probability of default.

Net receivables are summarized as follows:

	September 30, 2024		March 31, 2024
Trade receivables	$	208,659	$	206,604
Other receivables	10,631		12,116
Less: allowance for estimated credit losses and discounts	(8,016)		(9,228)
Net receivables	$	211,274	$	209,492

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Walmart represented 15% and 12% of the total trade receivables balance as of September 30, 2024 and March 31, 2024, respectively.

The following provides a reconciliation of the activity related to the allowance for estimated credit losses and discounts for the periods presented:

Balance, March 31, 2024	$	9,228
Provision for credit losses	(482)
Write-off of uncollectible amounts, net of recoveries	(730)
Balance, September 30, 2024	$	8,016

8. Inventories

Net inventories consist of the following:

	September 30, 2024		March 31, 2024
Raw materials	$	53,380	$	69,957
Work in process	9,324		11,186
Finished goods	198,688		212,603
Net inventories	$	261,392	$	293,746

We consider inventories to be long-term if they are not expected to be sold within one year. Long-term inventories are presented on the balance sheets net of reserves within deferred charges and other non-current assets and totaled $44,890 and $38,683 as of September 30, 2024 and March 31, 2024, respectively.

9. Accumulated Other Comprehensive Loss

The components of AOCL, net of income taxes, are as follows:

	September 30, 2024		March 31, 2024
Derivatives	$	(520)	$	18
Cumulative translation adjustment	(4,879)		(5,632)
Total AOCL	$	(5,399)	$	(5,614)

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The following tables detail the amounts reclassified from AOCL to earnings as well as the changes in derivatives and foreign currency translation, net of income tax:

	Three months ended
	September 30, 2024						September 24, 2023
	Derivatives		Cumulative translation adjustment		Total		Derivatives		Cumulative translation adjustment		Total
Beginning balance in AOCL	$	335	$	(5,881)	$	(5,546)	$	(1,720)	$	(5,080)	$	(6,800)
Change in fair value of derivatives	(924)		—		(924)		403		—		403
Income tax impact on derivative instruments	—		—		—		(419)		—		(419)
Net loss reclassified from AOCL	69		—		69		1,328		—		1,328
Net change in cumulative translation adjustment	—		1,002		1,002		—		(759)		(759)
Ending balance in net AOCL	$	(520)	$	(4,879)	$	(5,399)	$	(408)	$	(5,839)	$	(6,247)
	Six months ended
	September 30, 2024						September 24, 2023
	Derivatives		Cumulative translation adjustment		Total		Derivatives		Cumulative translation adjustment		Total
Beginning balance in AOCL	$	18	$	(5,632)	$	(5,614)	$	(2,416)	$	(5,744)	$	(8,160)
Change in fair value of derivatives	(594)		—		(594)		242		—		242
Income tax impact on derivative instruments	—		—		—		(641)		—		(641)
Net loss reclassified from AOCL	56		—		56		2,407		—		2,407
Net change in cumulative translation adjustment	—		753		753		—		(95)		(95)
Ending balance in net AOCL	$	(520)	$	(4,879)	$	(5,399)	$	(408)	$	(5,839)	$	(6,247)

10. Goodwill and Intangible Assets

The carrying value of goodwill by reportable segments was as follows:

	Revelyst Precision Sports Technology		Total
Balance, March 31, 2024	$	232,145	$	232,145
Balance, September 30, 2024	$	232,145	$	232,145

Intangible assets by major asset class consisted of the following:

	September 30, 2024						March 31, 2024
	Gross carrying amount		Accumulated amortization		Total		Gross carrying amount		Accumulated amortization		Total
Trade names	$	112,436	$	(40,885)	$	71,551	$	112,436	$	(37,392)	$	75,044
Patented technology	37,220		(20,362)		16,858		36,957		(18,818)		18,139
Customer relationships and other	520,772		(209,425)		311,347		520,760		(189,603)		331,157
Total	670,428		(270,672)		399,756		670,153		(245,813)		424,340
Non-amortizing trade names	142,900		—		142,900		144,974		—		144,974
Net intangible assets	$	813,328	$	(270,672)	$	542,656	$	815,127	$	(245,813)	$	569,314

The net decrease in the gross intangible assets during the six months ended September 30, 2024 was due to the divestiture of RCBS non-amortizing trade names during the first quarter of fiscal 2025. Amortization expense related to our intangible assets was $12,423 and $12,569 for the three months ended September 30, 2024 and September 24, 2023, respectively, and was $24,847 and $25,217 for the six months ended September 30, 2024 and September 24, 2023, respectively.

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As of September 30, 2024, we expect amortization expense related to our intangible assets to be as follows:

Remainder fiscal year 2025	$	24,878
Fiscal year 2026	46,764
Fiscal year 2027	45,314
Fiscal year 2028	40,144
Fiscal year 2029	33,704
Thereafter	208,952
Total	$	399,756

11. Other Current Liabilities

The major categories of other current liabilities are as follows:

	September 30, 2024		March 31, 2024
Warranty liability	$	7,131	$	8,083
Accrual for in-transit inventory	5,114		5,328
Operating lease liabilities	12,557		12,117
Contingent consideration	2,806		750
Other	62,288		60,776
Total other current liabilities	$	89,896	$	87,054

12. Restructuring

As part of our restructuring plans, we have and will incur severance and employee related costs, professional fees, ROU asset impairments and other exit and disposal costs which are recorded in Selling, general, and administrative in the unaudited condensed combined statements of comprehensive income (loss). Severance and employee related costs consist primarily of salary continuation benefits, outplacement services and continuation of health benefits. Severance and employee related benefits are pursuant to our severance plan and are accounted for in accordance with ASC 712, Compensation - Nonretirement Postemployment Benefits, based upon the characteristics of the termination benefits being provided in the restructuring, pursuant to our severance plan. Severance and employee related costs are recognized when the benefits are determined to be probable of being paid and reasonably estimable. Professional fees, contract termination costs and other exit and disposal costs are accounted for in accordance with ASC 420, Exit or Disposal Cost Obligations and are recognized as incurred. Asset impairments are accounted for in accordance with ASC 360-10, Impairment and Disposal of Long-Lived Assets. ROU asset impairments are accounted for in accordance with ASC 842, Leases. Restructuring accruals are based upon management estimates at the time and are subject to change depending upon changes in facts and circumstances subsequent to the date the original liability was recorded.

During fiscal year 2024, we initiated the GEAR Up transformation program. GEAR Up is an efficiency and cost savings initiative program, to accelerate growth and transformation. We made changes to the structure of our organization during the fourth fiscal quarter of 2024, which resulted in our previous Revelyst reportable segment being reorganized into three new reportable segments. We further finalized plans to centralize certain functions under shared services to better support our segments. We also announced plans to geographically consolidate the businesses within our segments. These geographic relocations are expected to be completed during fiscal year 2025.

For GEAR Up, we are estimating pre-tax restructuring charges of approximately $40,000 to $50,000 over the duration of the plan. We expect these charges to be completed during fiscal 2027. All pre-tax restructuring charges will be recorded as corporate expense, and not allocated to our reportable segments.

During the three and six months ended September 30, 2024, we incurred $7,093 and $12,283 of pre-tax restructuring costs in connection with GEAR Up, which are recorded in selling, general, and administrative expense in the unaudited condensed combined statements of comprehensive income (loss). In the fourth quarter of fiscal year 2023, we announced a cost reduction and earnings improvement program. That program was substantially completed as of March 31, 2024, with only immaterial accruals related to employee costs remaining as of September 30, 2024.

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The following table summarizes restructuring charges recorded as a result of our restructuring programs for the periods presented:

	Three months ended				Six months ended				Incurred since inception
GEAR Up restructuring costs	September 30, 2024		September 24, 2023		September 30, 2024		September 24, 2023
Impairment on technology assets	$	—	$	—	$	—	$	—	$	306
Employee severance and related expenses	2,125		—		2,541		—		8,597
Professional fees	1,527		—		2,494		—		4,214
Right-of-use asset impairments	—		—		1,612		—		1,741
Long-lived asset impairments	—		—		95		—		95
Contract terminations	3,340		—		4,970		—		4,970
Other	101		—		571		—		639
Total	$	7,093	$	—	$	12,283	$	—	$	20,562

The table below presents a roll forward of our accruals or (deposits) related to GEAR Up, which are included in Accounts payable, Other current liabilities, Prepaid expenses, Other current assets, or Other non-current assets:

GEAR Up	Balance as of March 31, 2024		Charges		Payments		Balance as of September 30, 2024
Employee severance and related expenses	$	5,399	$	2,442	$	(6,404)	$	1,437
Professional fees	(968)		1,900		(5,940)		(5,008)
Contract terminations	—		4,763		(1,662)		3,101
Other	7		499		(506)		—
Total	$	4,438	$	9,604	$	(14,512)	$	(470)

13. Employee Benefit Plans

Defined Benefit Plan

Certain of our employees participate in a defined benefit plan sponsored by Vista Outdoor (the “Plan”), which include participants of other Vista Outdoor operations that are accounted for by Vista Outdoor in accordance with accounting guidance for defined benefit pension plans. Accordingly, net periodic pension expense for our employees is allocated to us based upon the number of our participants in the Plan and reported in the unaudited condensed combined statements of comprehensive income (loss). We do not record an asset or liability to recognize the funded or unfunded status of the Plan. Net periodic pension expense for these employees is recorded within cost of sales and selling, general and administrative expenses in the unaudited condensed combined statements of comprehensive income (loss). During the three and six months ended September 30, 2024 and September 24, 2023, pension cost allocated to us was immaterial in all periods.

Vista Outdoor’s net periodic pension expense and obligations are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and long-term return on plan assets, retirement rates, mortality rates and other factors. Vista Outdoor’s selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation, as well as independent studies of trends performed by actuaries. However, actual results may differ substantially from the estimates that were based on the critical assumptions. Actual results that differ from Vista Outdoor’s assumptions are accumulated and amortized over future periods and, therefore, generally affect Vista Outdoor’s recognized expense in such future periods. While Vista Outdoor management believes that the assumptions used are appropriate, significant differences in actual experience or significant changes in assumptions would affect Vista Outdoor’s net periodic pension expense and obligations. Furthermore, the assumptions used by Vista Outdoor may not be indicative of assumptions which we would have made on a standalone basis.

Share-Based Compensation

Total share-based compensation cost and the associated income tax benefits recognized in the unaudited condensed combined statements of comprehensive income (loss) were as follows:

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Of the total share-based compensation cost recognized during the three and six months ended September 30, 2024, $728 and $1,498, respectively, are related directly to our employees and $1,297 and $2,339, respectively, are related to allocations of Vista Outdoor’s corporate and shared employee share-based compensation expenses. During the three and six months ended September 24, 2023, $1,459 and $2,121, respectively, are related directly to our employees, and $(1,675) and $(614), respectively, related to allocations of Vista Outdoor’s corporate and shared employee share-based compensation expenses.

As of September 30, 2024, there are no share-based compensation arrangements for our employees that have not been recognized. This amount will be recognized in expense over a weighted-average period of 0 years.

14. Income Taxes

Our provision for income taxes includes federal, foreign, and state income taxes. Income tax provisions for interim periods are based on the estimated effective annual income tax rates for the current year and the prior year.

The income tax provisions for the three months ended September 30, 2024 and September 24, 2023 represent effective tax rates of 0.7% and 26.8%, respectively. The decrease in the effective tax rate from the prior year three month period is primarily driven by the beneficial change in the valuation allowance which caused lower tax expense in the quarter.

The income tax provisions for the six months ended September 30, 2024 and September 24, 2023 represent effective tax rates of 13.4% and 17.3%, respectively. The decrease in the effective tax rate from the prior year six month period is primarily driven by the beneficial change in the valuation allowance offset by foreign taxes in the current period and the operating loss in the prior period.

The effective tax rate for the six months ended September 30, 2024 differs from the federal statutory rate of 21% primarily due to the impact of the beneficial change in valuation allowance. The effective tax rate for the six months ended September 24, 2023 was lower than the statutory rate primarily because of the operating loss in the quarter, which caused the unfavorable tax adjustments to decrease the rate.

Income taxes paid, net of refunds, totaled $602 and $354 in six months ended September 30, 2024 and September 24, 2023, respectively.

We have classified uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year. The amount of unrecognized tax benefits, including interest and penalties, amounted to $9,597 and $9,039 as of September 30, 2024 and March 31, 2024, respectively. It is expected that a $141 reduction of the liability for unrecognized tax benefits will occur in the next 12 months. The settlement of these unrecognized tax benefits could result in earnings from $0 to $107.

15. Commitments and Contingencies

We lease certain warehouse, distribution and office facilities, vehicles, and office equipment under operating leases. These operating lease liabilities represent commitments for minimum lease payments under non-cancelable operating leases in the amount of $153,675. See Note 3, Leases.

The debt and related interest expense of Vista Outdoor has not been allocated to us, wholly or in part, for any of the periods. As of September 30, 2024, Vista Outdoor had outstanding long-term debt of $590,000 through its 2022 ABL Revolving Credit Facility (“ABL Facility”) and 4.5% Senior Notes (“Notes”). We and our domestic subsidiaries, together with substantially all domestic subsidiaries of Vista Outdoor, guarantee on a secured basis, jointly and severally and fully and unconditionally, the ABL Facility of Vista Outdoor. Under the Notes obligation, we, together with Vista Outdoor’s existing and future domestic subsidiaries that guarantee the ABL Facility or other indebtedness in an aggregate principal amount in excess of $75,000, fully and unconditionally guarantees, jointly and severally, the Notes. The ABL Facility matures on March 31, 2026 and the Notes mature in 2029.

Litigation

From time to time, we are subject to various legal proceedings, including lawsuits, which arise out of, and, are incidental to, the conduct of our business. We do not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our operating results, financial position, or cash flows.

16. Related Party Transactions

Allocation of General Corporate Expenses

These unaudited condensed combined financial statements have been prepared on a carve-out basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. The following discussion summarizes activity between us and Vista Outdoor.

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Related Party Sales

For the three and six months ended September 30, 2024, we sold products to other Vista Outdoor businesses in the amount of $381 and $857, respectively, which are included in net sales in the unaudited condensed combined statements of comprehensive income (loss). For the three and six months ended September 24, 2023, we sold products to other Vista Outdoor businesses in the amount of $5,370 and $10,215, respectively, which are included in net sales in the unaudited condensed combined statements of comprehensive income (loss).

Share-Based Compensation

Total share-based compensation consists of the following:

	Three months ended				Six months ended
	September 30, 2024		September 24, 2023		September 30, 2024		September 24, 2023
Total share-based compensation expense (included in selling, general and administrative)	$	2,025	$	(216)	$	3,837	$	1,507
Income tax benefit (expense) related to share based compensation	—		(228)		139		96

Net Transfers (To) and From Vista Outdoor

Net transfers to Parent are included within Parent Company Investment on the unaudited condensed combined statements of parent company equity. The components of the net transfers to Vista Outdoor are as follows:

	Three months ended				Six months ended
	September 30, 2024		September 24, 2023		September 30, 2024		September 24, 2023
General financing activities	$	(39,391)	$	(53,972)	$	(89,073)	$	(102,294)
Corporate allocations	15,758		18,158		13,816		29,758
Share-based compensation	2,025		(216)		3,837		1,507
Total net transfers to Parent	$	(21,608)	$	(36,030)	$	(71,420)	$	(71,029)

17. Operating Segment Information

During the third quarter of fiscal year 2024, we made changes in our operating and reportable segments. Accordingly fiscal year 2024 has been restated to conform to the change. We are currently organized into three operating and reportable segments, based on how our chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and makes decisions:

•Revelyst Outdoor Performance primarily consists of our outdoor cooking, fishing, outdoor accessories and technical gear and apparel brands. The primary products of this segment include waders, sportswear, outerwear, footwear and fishing tools and accessories, performance optics, outdoor accessories and outdoor cooking equipment.

•Revelyst Adventure Sports primarily consists of our protective gear and apparel, footwear, hydration and e-mobility brands. The primary products of this segment include motocross, mountain biking, cycling and snow sports protection and accessories, as well as bike hydration packs and water bottles and e-bikes.

•Revelyst Precision Sports Technology primarily consists of our golf technology brands. The primary products of this segment include high-performance golf GPS devices, laser rangefinders and launch monitors.

Our CODM relies on internal management reporting that analyzes our operating segments' operating income. Certain corporate-related costs and other non-recurring costs are not allocated to the segments in order to present comparable results from period to period and are not utilized by management in determining segment profitability. As segment assets are not reported to or used by the CODM to measure business performance or allocate resources, total segment assets are not presented below.

No customer contributed more than 10% of sales during the six months ended September 30, 2024 and September 24, 2023. Our sales to foreign customers were $160,932 and $173,322 during six months ended September 30, 2024 and September 24, 2023, respectively. During the six months ended September 30, 2024, approximately 12% of these sales were in Revelyst Outdoor Performance, 72% were in Revelyst Adventure Sports and 16% were in Revelyst Precision Sports and

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Technology. Sales to Canada accounted for 6% and 5% of our sales during the six months ended September 30, 2024 and September 24, 2023, respectively.

The following tables contain information used to evaluate our operating segments for the periods presented below:

	Three months ended September 30, 2024
	Revelyst Outdoor Performance		Revelyst Adventure Sports		Revelyst Precision Sports Technology		Reportable segment totals		Corporate and other reconciling items(a)		Total
Sales, net	$	100,566	$	159,504	$	54,905	$	314,975	$	—	$	314,975
Gross profit	25,796		49,556		22,945		98,297		—		98,297
Operating income (loss)	$	2,605	$	11,053	$	7,828	$	21,486	$	(17,163)	$	4,323
Other income, net											255
Interest income, net											12
Income before income taxes											$	4,590
Depreciation and amortization	$	4,912	$	8,560	$	2,648	$	16,120	$	108	$	16,228

	Six months ended September 30, 2024
	Revelyst Outdoor Performance		Revelyst Adventure Sports		Revelyst Precision Sports Technology		Reportable segment totals		Corporate and other reconciling items(a)		Total
Sales, net	$	190,535	$	286,782	$	111,878	$	589,195	$	—	$	589,195
Gross profit	47,529		84,470		47,688		179,687		—		179,687
Operating income (loss)	$	(271)	$	4,853	$	15,354	$	19,936	$	(16,364)	$	3,572
Other income, net											178
Interest income, net											26
Income before income taxes											$	3,776
Depreciation and amortization	$	10,251	$	17,175	$	5,325	$	32,751	$	210	$	32,961

	Three months ended September 24, 2023
	(b) Revelyst Outdoor Performance		(b) Revelyst Adventure Sports		(b) Revelyst Precision Sports Technology		Reportable segment totals		Corporate and other reconciling items(a)		Total
Sales, net	$	112,736	$	168,758	$	51,327	$	332,821	$	—	$	332,821
Gross profit	23,011		47,386		23,362		93,759		—		93,759
Operating income (loss)	$	(3,252)	$	6,815	$	8,719	$	12,282	$	(17,079)	$	(4,797)
Other expense, net											(1,174)
Interest income, net											37
Loss before income taxes											$	(5,934)
Depreciation and amortization	$	5,841	$	9,065	$	2,567	$	17,473	$	269	17,742

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	Six months ended September 24, 2023
	(b) Revelyst Outdoor Performance		(b) Revelyst Adventure Sports		(b) Revelyst Precision Sports Technology		Reportable segment totals		Corporate and other reconciling items(a)		Total
Sales, net	$	223,948	$	313,157	$	117,159	$	654,264	$	—	$	654,264
Gross profit	48,709		90,070		49,706		188,485		—		188,485
Operating income (loss)	$	(4,867)	$	5,688	$	18,557	$	19,378	$	(29,472)	$	(10,094)
Other expense, net											(1,715)
Interest income, net											79
Loss before income taxes											$	(11,730)
Depreciation and amortization	$	11,695	$	18,201	$	5,156	$	35,052	$	294	35,346

(a) includes corporate general and administrative expenses of $16,223 and $28,679 for the three and six months ended September 30, 2024, respectively, and $8,654 and $16,273 for the three and six months ended September 24, 2023, respectively, plus other non-recurring costs that are not allocated to the segments in order to present comparable results as presented to the CODM. Reconciling items during the three and six months ended September 30, 2024 included the loss (gain) on divestitures of $872 and $(18,787), fixed asset impairment of $0 and $6,336, and post-acquisition compensation expense of $68 and $136. Reconciling items for the three and six months ended September 24, 2023 included restructuring expense of $0 and $4,662, transition expense of $8,105 and $8,105, post-acquisition compensation expense of $320 and $320 and contingent consideration fair value adjustment of $0 and $112.

(b) During the third quarter of fiscal year 2024, we modified our reportable segments. Accordingly, prior comparative periods have been restated to conform to the change.

Net sales exclude all intercompany sales between all reporting segments, which were not material for any of the periods presented.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Amounts in thousands except per share data and unless otherwise indicated)

Forward-Looking Information is Subject to Risk and Uncertainty

Some of the statements made and information contained in this report, excluding historical information, are "forward-looking statements," including those that discuss, among other things: our plans, objectives, expectations, intentions, strategies, goals, outlook or other non-historical matters; projections with respect to future revenues, income, earnings per share or other financial measures for Revelyst; and the assumptions that underlie these matters. The words "believe," "expect," "anticipate," "intend," "aim," "should" and similar expressions are intended to identify such forward-looking statements. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995. Numerous risks, uncertainties and other factors could cause our actual results to differ materially from the expectations described in such forward-looking statements, including the following:

•our ability to successfully implement the acquisition component of Revelyst’s strategic leverage strategy, particularly if Revelyst is unable to raise the capital necessary to finance acquisitions;

•our ability to make the changes necessary to operate as an independent, publicly traded company;

•supplier capacity constraints, supplier production disruptions, supplier quality issues;

•supply, availability and costs of raw materials and components;

•increases in commodity, energy, and production costs;

•seasonality and weather conditions;

•the impacts of climate change on our supply chain, product costs and consumer behavior;

•reductions in or unexpected changes in or our inability to accurately forecast demand for our products;

•impairment related to Revelyst’s goodwill and intangible assets could negatively impact Revelyst’s results of operations and parent company equity;

•disruption in the service or significant increase in the cost of our primary delivery and shipping services for our products and components or a significant disruption at shipping ports;

•risks associated with diversification into new international and commercial markets, including regulatory compliance;

•our ability to take advantage of growth opportunities in international and commercial markets;

•our ability to obtain and maintain licenses to third-party technology;

•our ability to attract and retain key personnel;

•disruptions caused by catastrophic events;

•risks associated with our sales to significant retailers and distributors, including unexpected cancellations, delays, changes to purchase orders; insolvency or credit problems;

•our competitive environment;

•risks associated with retailer or distributor insolvency, credit problems or other financial difficulties;

•our ability to adapt our products to changes in technology, the marketplace and customer preferences, including our ability to respond to shifting preferences of the end consumer from brick and mortar retail to online retail;

•our ability to expand our e-commerce business;

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•our ability to maintain and enhance brand recognition and reputation;

•others' use of social media to disseminate negative commentary about us, our products, and boycotts;

•the outcome of contingencies, including with respect to litigation and other proceedings relating to intellectual property, product liability, warranty liability, personal injury, and environmental remediation;

•our ability to comply with extensive federal, state and international laws, rules and regulations and any changes thereto, including the expectations with respect to climate change and other Environmental, Social and Governance (“ESG”) matters and the additional cost associated therewith;

•risks associated with cybersecurity and other industrial and physical security threats;

•failure to comply with data privacy and security laws and regulations;

•interest rate risk;

•changes in the current tariff structures;

•changes in tax rules or pronouncements;

•capital market volatility and the availability of financing;

•foreign currency exchange rates and fluctuations in those rates;

•general economic and business conditions in the United States and our markets outside the United States, including as a result of the war in Ukraine and the imposition of sanctions on Russia, the conflict in the Gaza strip, the COVID-19 pandemic or another pandemic, conditions affecting employment levels, consumer confidence and spending, conditions in the retail environment, and other economic conditions affecting demand for our products and the financial health of our customers;

•risks relating to the market for Revelyst common stock; and

•risks related to the Sporting Products Sale and the Revelyst Transaction, including (i) the failure to receive, on a timely basis or otherwise, the required approval of the Sporting Products Sale by Vista Outdoor stockholders, (ii) the possibility that any or all of the various conditions to the consummation of the Sporting Products Sale or the Revelyst Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) the possibility that competing offers or acquisition proposals may be made, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the Sporting Products Sale or the Revelyst Transaction, including in circumstances which would require Vista Outdoor or Revelyst, as applicable, to pay a termination fee, (v) the effect of the announcement or pendency of the Sporting Products Sale or the Revelyst Transaction on our ability to attract, motivate or retain key executives and employees, our ability to maintain relationships with our customers, vendors, service providers and others with whom we do business, or our operating results and business generally, (vi) risks related to the Sporting Products Sale or Revelyst Transaction diverting management’s attention from our ongoing business operations, (vii) that the Sporting Products Sale or the Revelyst Transaction may not achieve some or all of any anticipated benefits with respect to either business segment and that the Sporting Products Sale or the Revelyst Transaction may not be completed in accordance with our expected plans or anticipated timelines, or at all and (viii) that the consideration paid to Revelyst stockholders in connection with the Revelyst Transaction cannot be determined until the consummation of the Revelyst Transaction as it is subject to certain adjustments related to the net cash of Revelyst as of the closing of the Revelyst Transaction and the management team’s current estimate of the consideration may be higher or lower than the actual consideration paid to Revelyst stockholders in connection with the Revelyst Transaction due to the actual cash flows prior to the closing of the Revelyst Transaction or other factors.

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You are cautioned not to place undue reliance on any forward-looking statements we make. A more detailed description of risk factors that may affect our operating results can be found in Part 1, Item 1A, Risk Factors, of our Annual Report on Form 10-K for fiscal year 2024 and in the filings we make with Securities and Exchange Commission (the "SEC") from time to time. We undertake no obligation to update any forward-looking statements, except as otherwise required by law.

Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies and estimates from the information provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for fiscal year 2024.

Basis of Presentation and Separation from Vista Outdoor Inc.

Revelyst was incorporated in Delaware on August 16, 2022, and was formed for the purpose of effecting a separation from Vista Outdoor. The Company is currently a wholly owned subsidiary of Vista Outdoor. On October 15, 2023, Vista Outdoor Inc. (“Vista Outdoor”) entered into a definitive agreement (the “Merger Agreement”) to sell The Kinetic Group business (formerly the Sporting Products business) to CZECHOSLOVAK GROUP a.s., (the “Sporting Products Sale”) for an enterprise value of $1,910,000 (the “base purchase price”) on a cash-free, debt-free basis subject to working capital adjustments. Pursuant to a Separation Agreement entered into between Vista Outdoor and Revelyst, Inc. simultaneously with the entry into the Merger Agreement, Vista Outdoor will separate its Revelyst Outdoor Performance, Revelyst Adventure Sports and Revelyst Precision Sports Technology segments (together, the “Revelyst Business”, “we”, “our”, and “us”, unless the context otherwise requires, formerly the Outdoor Products business) from The Kinetic Group business by transferring the assets and liabilities of the Revelyst Business to Revelyst, Inc. following which CSG will merge one of its subsidiaries with Vista Outdoor (holding only The Kinetic Group Business), with each share of common stock, par value $0.01 per share, of Vista Outdoor (“Vista Outdoor Common Stock”) outstanding as of immediately prior to the closing of such transaction (other than shares held by Vista Outdoor, its subsidiaries or CSG, which will be canceled, and shares subject to appraisal demands in connection with the Sporting Products Sale) being converted into the right to receive (a) one fully paid and non-assessable share of common stock of Revelyst (“Revelyst Common Stock”) and (b) $12.90 in cash (the “Cash Consideration”).

On May 27, 2024, the parties entered into the first amendment to the Merger Agreement (the “First Amendment”). The First Amendment:

1.increased the base purchase price from $1,910,000 to $1,960,000;

2.increased the Cash Consideration from $12.90 to $16.00 in cash per share of Vista Outdoor Common Stock; and

3.provided that certain Vista Outdoor restricted stock units held by Vista Outdoor employees will be converted into restricted cash awards, subject to the same terms and conditions as the corresponding Vista Outdoor restricted stock units, including vesting terms, to the extent necessary to address adverse tax consequences to such employees and to Vista Outdoor under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended from time to time.

On June 23, 2024, the parties entered into the second amendment to the Merger Agreement (the “Second Amendment”). The Second Amendment:

1.increased the base purchase price from $1,960,000 to $2,000,000; and

2.increased the Cash Consideration from $16.00 to $18.00 in cash per share of Vista Outdoor Common Stock.

On July 7, 2024, the Parties entered into the third amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment:

1.increased the base purchase price from $2,000,000 to $2,100,000; and

2.increased the Cash Consideration from $18.00 to $21.00 in cash per share of Vista Outdoor Common Stock.

On July 21, 2024, the Parties entered into the fourth amendment to the Merger Agreement (the “Fourth Amendment”). The Fourth Amendment:

1.increased the base purchase price from $2,100,000 to $2,150,000; and

2.increased the Cash Consideration from $21.00 to $24.00 in cash per share of Vista Outdoor Common Stock.

On July 30, 2024, Vista Outdoor announced their Board of Directors (the “Vista Outdoor Board”) decided to commence a review of strategic alternatives which included: (i) the exploration of a full range of alternatives for the Revelyst Business, including a potential sale of the Revelyst Business, (ii) engagement with MNC Capital and its private equity partner with

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respect to its proposal to acquire Vista Outdoor in an all-cash transaction for $42.00 per share of Vista Outdoor Common Stock, and (iii) continued consideration of the separation of the Revelyst Business and The Kinetic Group through a spin-off. CSG was also considering an acquisition of the Revelyst Business with potential partners (in addition to its proposed acquisition of The Kinetic Group).

On September 12, 2024, the parties entered into the Fifth Merger Agreement Amendment. The Fifth Merger Agreement Amendment:

1.provided for Revelyst to issue Vista Outdoor additional shares of Revelyst Common Stock in an amount equal to the number of shares of Revelyst Common Stock equal to 7.5% of the fully diluted outstanding shares of Revelyst Common Stock as of the closing of the Sporting Products Sale (after giving effect to the Contribution (as defined in the Separation Agreement) including, for the avoidance of doubt, the shares of Revelyst Common Stock to be transferred by Vista Outdoor to Merger Sub Parent) (the “Revelyst Purchased Shares”) prior to the sale of such shares from Vista Outdoor to Merger Sub Parent;

2.provided that immediately prior to the closing of the Sporting Products Sale, Merger Sub Parent would purchase from Vista Outdoor the Revelyst Purchased Shares for $150,000 (“Revelyst Purchased Shares Purchase Price”) (the “Revelyst Investment”);

3.provided that following payment of the Revelyst Purchased Shares Purchase Price, Vista Outdoor would contribute such amount to Revelyst to be paid to Vista Outdoor stockholders as part of the Cash Consideration; and

4.increased the Cash Consideration from $24.00 to $28.00 in cash per share of Vista Outdoor Common Stock.

On October 4, 2024, the parties entered into the Sixth Merger Agreement Amendment. The Sixth Merger Agreement Amendment:

1.increased the Base Purchase Price from $2,150,000 to $2,225,000;

2.changed the Cash Consideration from $28.00 to $25.75 in cash per share of Vista Outdoor Common Stock;

3.extended the End Date to December 11, 2024; and

4.eliminated the Revelyst Investment.

On October 4, 2024, Vista Outdoor completed certain portions of the legal and structural separation of Revelyst, Inc. from Vista Outdoor. To effect the structural separation, Vista Outdoor undertook certain pre-spin-off transactions described below:

1.Vista Outdoor contributed its equity interest in certain of its wholly owned subsidiaries to its wholly owned subsidiary Revelyst, Inc.

The Sporting Products Sale is subject to approval of Vista Outdoor stockholders and other customary closing conditions. There can be no assurance regarding the ultimate timing of the proposed transaction or that the Sporting Products Sale will be completed.

On October 4, 2024, Vista Outdoor entered into an agreement with Revelyst, Cabin Ridge Inc. (“SVP Merger Sub”) and Olibre LLC (“SVP Parent”) (“Revelyst Merger Agreement”) pursuant to which, following the completion of the Sporting Products Sale and subject to the receipt of regulatory approvals and other customary closing conditions, SVP Merger Sub will be merged with and into Revelyst (holding only the Revelyst business), with Revelyst surviving the merger as a wholly owned subsidiary of SVP Parent (the “Revelyst Merger” and, together with the other transactions contemplated by the Revelyst Merger Agreement and the related transaction documents, in each case as amended from time to time, the “Revelyst Transaction”). Each share of Revelyst Common Stock issued and outstanding immediately prior to the closing of such transaction (including shares of Revelyst Common Stock received by Vista Outdoor stockholders as part of the Sporting Products Sale) (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent) will be converted into the right to receive merger consideration in an amount calculated in accordance with the provisions of the Revelyst Merger Agreement, using a base purchase price of $1,125,000. There can be no assurance regarding the ultimate timing of the Revelyst Merger Agreement or that it will be completed.

Our unaudited condensed combined financial statements reflect our historical financial position, results of operations and cash flows for the periods presented as we are managed within Vista Outdoor. Our unaudited condensed combined financial statements have been prepared on a “carve-out” basis and are derived from the consolidated financial statements and accounting records of Vista Outdoor. Our unaudited condensed combined financial statements have been prepared in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America. Our unaudited condensed combined financial statements may not be indicative of our future performance and do not necessarily reflect what the results of

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operations, financial position and cash flows would have been had we operated as an independent company during the periods presented.

Our unaudited condensed combined financial statements include expense allocations for certain functions provided by Vista Outdoor, including but not limited to general corporate expenses related to finance, legal, information technology, human resources, communications and insurance. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder principally allocated on the basis of percent of revenue, headcount or other measures. During the three and six months ended September 30, 2024 we were allocated $872 of loss on divestiture and $(18,787) of gain on divestiture, respectively, and $16,183 and $34,942 of general corporate expenses, respectively. During the three and six months ended September 24, 2023 we were allocated $16,882 and $29,144 of general corporate expenses, respectively. General corporate expenses are included within selling, general and administrative expenses in the unaudited condensed combined statements of comprehensive loss. General corporate expenses are included within selling, general and administrative expenses in the unaudited condensed combined statements of comprehensive income (loss). Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to or the benefit received by us during the periods presented. The allocations may not, however, reflect the expenses we would have incurred if we had been an independent company for the periods presented. Actual costs that may have been incurred if we had been an independent company would depend on several factors, including the organizational structure, whether functions were outsourced or performed by employees and strategic decisions made in areas such as information technology, supply chain, sales and marketing, operations and infrastructure. We are unable to determine what such costs would have been had we been independent. Following the closing of the Sporting Products Sale (the “Closing”), we may perform these functions using our own resources or purchased services.

Executive Summary and Financial Highlights

We have three operating and reportable segments, based on how our chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and makes decisions. See Note 17, Operating Segment Information, to the unaudited condensed combined financial statements in Part I, Item 1 of this Quarterly Report for discussion and details. Below is the composition of our segments during the periods covered by this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

•Revelyst Outdoor Performance primarily consists of our outdoor cooking, fishing, outdoor accessories and technical gear and apparel brands. The primary products of this segment include waders, sportswear, outerwear, footwear and fishing tools and accessories, performance optics, outdoor accessories and outdoor cooking equipment.

•Revelyst Adventure Sports primarily consists of our protective gear and apparel, footwear, hydration and e-mobility brands. The primary products of this segment include motocross, mountain biking, cycling and snow sports protection and accessories, as well as bike hydration packs and water bottles and e-bikes.

•Revelyst Precision Sports Technology primarily consists of our golf technology brands. The primary products of this segment include high-performance golf GPS devices, laser rangefinders and launch monitors.

•In addition, we present a “Corporate” category for purposes of reconciliation, which is not considered a reportable segment.

Management currently considers the following events, results, trends and uncertainties to be most important to understanding our financial condition, operating performance and significant events:

For the three months ended September 30, 2024, net sales decreased $17,846 or 5.4% compared to the prior year period primarily due to volume decreases within Revelyst Adventure Sports, the divestitures of RCBS and Fiber Energy, a decrease in related party sales and lower volume at Simms Fishing within Revelyst Outdoor Performance. The decline was partially offset by increased net sales within Revelyst Precision Sports Technology caused by higher volume, which was primarily driven by new product introductions, increased volume at Bushnell within Revelyst Outdoor Performance and increased volume at Giro within Revelyst Adventure Sports. Our reportable segments reported an increase of $9,204 or 74.9% in operating income for the three months ended September 30, 2024, as compared to the prior fiscal period, primarily due to a $4,538 or 4.8% increase in gross profit as compared for the same periods, improved inventory health and the divestiture of Fiber Energy within our Revelyst Outdoor Performance segment and improved inventory health within our Revelyst Adventure Sports segment, which was partially offset primarily by increased discounting at Bushnell Golf within the Revelyst Precision Sports Technology segment. Our ongoing management inventory program and divestiture created a decrease of $26,147 or 7.9% in inventory levels since the prior fiscal year-end.

GEAR Up Transformation Program

During fiscal year 2024, we initiated the GEAR Up transformation program. GEAR Up is an efficiency and cost savings

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initiative program, to accelerate growth and transformation. We expect GEAR Up to deliver targeted annualized pre-tax operating profit improvements of approximately $100,000. During the six months ended September 30, 2024, savings from the GEAR Up program contributed $11,600 in cost savings, and we expect to realize $25,000 to $30,000 of savings in Fiscal Year 2025 across our key GEAR Up focus areas. We are estimating pre-tax restructuring charges of approximately $40,000 to $50,000 over the duration of the plan and expect these charges to be completed by fiscal year 2027. All restructuring charges will be recorded as corporate expenses and not allocated to our reportable segments. See Note 12, Restructuring, to the unaudited condensed combined financial statements in Part I, Item 1 of this Quarterly Report for additional information.

Divestitures

During the quarter ended June 30, 2024, we completed the divestiture of the RCBS brand. This business was part of the Revelyst Outdoor Performance reportable segment. See Note 6, Divestitures and Acquisitions, for discussion of the pre-tax gain recorded during the first fiscal quarter of 2025 related to this divestiture.

During the quarter ended September 30, 2024, we completed the divestiture of our wood pellet manufacturer company, Fiber Energy Products. This business was part of the Revelyst Outdoor Performance reportable segment. See Note 6, Divestitures and Acquisitions, for discussion of impairment recorded during the first fiscal quarter of 2025 related to this business, and the pre-tax loss recorded during the second quarter of 2025 related to the divestiture of this business.

RCBS and Fiber Energy Products contributed approximately $30,000 of total combined sales in fiscal year 2024.

Outlook

Outdoor Recreation Industry

According to the 2024 Outdoor Participation Trends Report, "the growth of outdoor participation that began in 2016 and accelerated during the COVID pandemic is showing few signs of slowing as the outdoor participation base grew larger again this year to a record 175.8 million participants. This represents 57.3% of all Americans aged six and older". The participants increased across demographics and activities as we see new and young recreation participants driving growth and diversity in the participation base, including increasing numbers of women, people of color and seniors. We believe that we are well positioned to capture additional share of participants' wallets through new, innovative product launches, cross-collaborations and exciting partnerships despite challenges related to market softness. Specifically at Simms Fishing, we hold a dominant position in waders and are gaining share in sportswear; at Bushnell Golf, we continue to set the standard with our leading position; and at Fox, Bell, Giro and CamelBak we are capturing share across numerous categories, including Helmets, Mountain Bike Protection and Bike Hydration despite a declining market environment. We remain focused on driving growth and share gains regardless of market conditions and are poised to revolutionize our future through innovative product and technology offerings, as well as leading partnerships.

Current Economic Conditions

Inflation and Consumer Spending

We continue to be exposed to inflationary factors, which may adversely affect our operating results, including higher costs of products and operating costs. Our sales to retailers and distributors follow the end consumer spending patterns. If these adverse conditions persist or become more severe, this may continue to have an adverse effect on our operating results if the selling prices of our products are not able to offset these increased costs, or if increased selling prices reduce demand for our products. Changes to interest rates in response to inflationary factors could have adverse impacts on our cash flows and operating results depending on the severity and length of the changes. We cannot predict the impact of these adverse conditions on our liquidity and financial results.

Liquidity and Capital Resources

Overview

Historically, we have operated within Vista Outdoor’s corporate structure, and an important source of liquidity for our business, particularly for the execution of our growth strategy, has been cash generated by the Sporting Products segment of Vista Outdoor. Following the Closing, our capital structure and sources of liquidity will change significantly from our historical capital structure. We will no longer participate in cash management and funding arrangements with Vista Outdoor. Instead, our ability to fund our cash needs will depend on our ongoing ability to independently generate cash from operations and obtain debt and/or equity financing on acceptable terms. We believe we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances and available borrowings through the issuance of third-party debt. Our separation from Vista Outdoor’s other businesses may increase the overall cost of debt funding and may decrease the overall debt capacity and commercial credit available to us.

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Prior to the Closing, certain of our subsidiaries guarantee the obligations of Vista Outdoor under (i) Vista Outdoor’s Amended and Restated Asset-Based Revolving Credit Agreement dated as of August 5, 2022 (the “ABL Facility”) and (ii) the 4.5% Senior Unsecured Notes due 2029 (the “4.5% Notes”) issued by Vista Outdoor on March 3, 2021. The ABL Facility includes a covenant that prohibits the “Planned Separation” (as defined in Vista Outdoor’s Form 10-K filing for the fiscal year ended March 31, 2022) with respect to the separation of Vista Outdoor’s Outdoor Products (currently the Revelyst Business) and Sporting Products (currently The Kinetic Group) segments or any analogous transaction with respect to any line of business, business segment or division (or any part thereof) of Vista Outdoor or any subsidiary thereof. At the time of the Closing, Vista Outdoor expects to repay all amounts outstanding and, if applicable, terminate all commitments, under the ABL Facility (or, cause the members of the Sporting Products Group to be released from their obligations thereunder) and redeem the 4.5% Notes.

Financial Condition

Cash decreased to $21,740 as of September 30, 2024 from $22,946 at March 31, 2024. During the three months ended September 30, 2024, we used our cash generated from operating activities in addition to proceeds received from the sale of our RCBS business and our Fiber Energy business to fund capital expenditures and for net transfers to parent within our financing activities.

Net accounts receivable as of September 30, 2024 increased $1,782 compared to March 31, 2024, primarily resulting from increased sales to our customer base with longer payment terms. Net inventories continue to decrease compared to the prior year period as a result of our continued focus on decreasing inventory levels.

Net transfers to Parent increased slightly as compared to the prior fiscal year, primarily due to proceeds received from the sale of RCBS and Fiber Energy, reduced payments for contingent consideration and reduced capital expenditures, partially offset by decreased cash provided by operations. The transfers to Parent represented transactions between Revelyst and Vista Outdoor. These transactions are considered to be effectively settled for cash at the time the transaction is recorded. The components of these transactions (or transfers) include (i) constructive cash transfers from Revelyst to Vista Outdoor, (ii) cash transfers from Vista Outdoor to fund Revelyst’s requirements for working capital commitments, (iii) cash transfers from Vista Outdoor to fund Revelyst’s acquisitions and (iv) an allocation of Vista Outdoor’s corporate expenses.

Liquidity

In addition to our normal operating cash requirements, our principal future cash requirements will be to fund strategic acquisitions, capital expenditures, earn-outs related to previous acquisitions and the execution of our GEAR Up transformation program. Our short-term cash requirements for operations are expected to consist mainly of capital expenditures to maintain facilities, payment of earn-outs related to previous acquisitions, execution of our GEAR Up transformation program and working capital requirements.

At the time of the Closing, we expect to have cash and cash equivalents of approximately $125,000 after giving effect to the contribution from Vista Outdoor, and payout of merger consideration to shareholders.

There can be no assurance that the cost or availability of future borrowings, if any, will not be materially impacted by capital and credit market conditions, including any disruptions to these markets, as a result of natural disasters and public health crises or other significant catastrophic events, or our future financial condition and performance.

Contractual Obligations and Commitments

We lease certain warehouse, distribution and office facilities, vehicles and office equipment under operating leases. As of September 30, 2024, current and long-term operating lease liabilities of $12,557 and $91,528, respectively, were recorded in the accompanying unaudited condensed combined balance sheets. For further discussion on minimum lease payment obligations, see Note 3, Leases, to the unaudited condensed combined financial statements in Part I, Item 1 included in this Quarterly Report for additional details.

There have been no material changes with respect to the contractual obligations and commitments or off-balance sheet arrangements described in our Annual Report on Form 10-K for fiscal year 2024.

Contingencies

Litigation

From time to time, we are subject to various legal proceedings, including lawsuits, which arise out of and are incidental to the conduct of our business. We do not consider any of such proceedings that are currently pending, individually or in the

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aggregate, to be material to our business or likely to result in a material adverse effect on our operating results, financial condition or cash flows.

Dependence on Key Customers; Concentration of Credit

Walmart represented 15% and 12% of the total trade receivables balance as of September 30, 2024 and March 31, 2024, respectively. No customer contributed more than 10% of sales during the six months ended September 30, 2024 and September 24, 2023. If a key customer fails to meet payment obligations, our operating results and financial condition could be adversely affected.

Results of Operations

Segment results for the three and six months ended September 30, 2024 compared to the three and six months ended September 24, 2023:

During the third quarter of fiscal year 2024, we modified our reportable segments. Accordingly, prior comparative periods have been restated to conform to the change. Our net sales, gross profit, gross profit as a percentage of net sales (gross profit margin), operating income (loss), operating income (loss) as a percentage of net sales (operating income (loss) margin), other expense, net, interest expense, and income tax (benefit) provision by reportable segment and by corporate and other (where applicable) are presented below:

	Three months ended				Change				Six months ended				Change
Net Sales:	September 30, 2024		September 24, 2023		Dollars		Percent		September 30, 2024		September 24, 2023		Dollars		Percent
Revelyst Outdoor Performance	$	100,566	$	112,736	$	(12,170)	(10.8)	%	$	190,535	$	223,948	$	(33,413)	(14.9)	%
Revelyst Adventure Sports	159,504		168,758		(9,254)		(5.5)	%	286,782		313,157		(26,375)		(8.4)	%
Revelyst Precision Sports Technology	54,905		51,327		3,578		7.0	%	111,878		117,159		(5,281)		(4.5)	%
Total	$	314,975	$	332,821	$	(17,846)	(5.4)	%	$	589,195	$	654,264	$	(65,069)	(9.9)	%

Three months ended

Revelyst Outdoor Performance—The decrease in net sales was a result of decreased related party sales, the divestitures of RCBS and Fiber Energy and lower volume at Simms Fishing, partially offset by increased volume at Bushnell.

Revelyst Adventure Sports—The decrease in net sales was a result of volume decreases, primarily at QuietKat, Fox, and Bell. These decreases were partially offset by increased price and higher volume at Giro.

Revelyst Precision Sports Technology—The increase in net sales was caused by higher volume, primarily driven by new product introductions, partially offset by higher discounts at Bushnell Golf.

Six months ended

Revelyst Outdoor Performance—The decrease in net sales was a result of decreased related party sales, lower volume at Simms Fishing and Camp Chef, as well as the divestitures of RCBS and Fiber Energy, partially offset by higher volume at Eagle Industries and Bushnell.

Revelyst Adventure Sports—The decrease in net sales was a result of pre-order sales during the first fiscal quarter of 2024 that were not repeated during the first quarter of fiscal year 2025 because of delivery timing delays in our fourth fiscal quarter 2023 and lower volume at QuietKat and Fox, partially offset by higher volume at Giro.

Revelyst Precision Sports Technology—The decrease in net sales was caused by lower volume compared to strong new product introductions for Bushnell Golf in the prior year period, partially offset by growth at Foresight driven by new product introductions.

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	Three months ended				Change				Six months ended				Change
Gross Profit:	September 30, 2024		September 24, 2023		Dollars		Percent		September 30, 2024		September 24, 2023		Dollars		Percent
Revelyst Outdoor Performance	$	25,796	$	23,011	$	2,785	12.1	%	$	47,529	$	48,709	$	(1,180)	(2.4)	%
Revelyst Adventure Sports	49,556		47,386		2,170		4.6	%	84,470		90,070		(5,600)		(6.2)	%
Revelyst Precision Sports Technology	22,945		23,362		(417)		(1.8)	%	47,688		49,706		(2,018)		(4.1)	%
Total	$	98,297	$	93,759	$	4,538	4.8	%	$	179,687	$	188,485	$	(8,798)	(4.7)	%
Gross profit margin	31.2%		28.2%						30.5%		28.8%

Three months ended

Revelyst Outdoor Performance—The increase in gross profit was primarily caused by improved inventory health and the divestiture of Fiber Energy. These increases were partially offset by manufacturing efficiency headwinds. Gross profit margin was 25.7% compared to 20.4% in the prior fiscal period.

Revelyst Adventure Sports—The increase in gross profit was primarily caused by improved inventory health and increased price. These increases were partially offset by lower volume as described above. Gross profit margin was 31.1% compared to 28.1% in the prior fiscal period.

Revelyst Precision Sports Technology—The decrease in gross profit was primarily caused by increased discounting at Bushnell Golf, partially offset by volume as described above. Gross profit margin was 41.8% compared to 45.5% in the prior fiscal period.

Six months ended

Revelyst Outdoor Performance—The decrease in gross profit was primarily caused by lower volume as described above, partially offset by improved input cost pricing and the divestiture of Fiber Energy. Gross profit margin was 24.9% compared to 21.8% in the prior fiscal period.

Revelyst Adventure Sports—The decrease in gross profit was primarily caused by lower volume as described above and lower royalty revenue, partially offset by improved inventory health. Gross profit margin was 29.5% compared to 28.8% in the prior fiscal period.

Revelyst Precision Sports Technology—The decrease in gross profit was primarily caused by lower volume as noted above. Gross profit margin was 42.6% compared to 42.4% in the prior fiscal period.

	Three months ended				Change				Six months ended				Change
Operating income (loss):	September 30, 2024		September 24, 2023		Dollars		Percent		September 30, 2024		September 24, 2023		Dollars		Percent
Revelyst Outdoor Performance	$	2,605	$	(3,252)	$	5,857	180.1	%	$	(271)	$	(4,867)	$	4,596	94.4	%
Revelyst Adventure Sports	11,053		6,815		4,238		62.2	%	4,853		5,688		(835)		14.7	%
Revelyst Precision Sports Technology	7,828		8,719		(891)		(10.2)	%	15,354		18,557		(3,203)		(17.3)	%
Corporate and other	(17,163)		(17,079)		(84)		(0.5)	%	(16,364)		(29,472)		13,108		44.5	%
Total	$	4,323	$	(4,797)	$	9,120	190.1	%	$	3,572	$	(10,094)	$	13,666	135.4	%
Operating loss margin	1.4%		(1.4)%						0.6%		(1.5)%

Three months ended

Revelyst Outdoor Performance—The increase in operating income was caused by higher gross profit and decreased selling, general and administrative costs, primarily related to GEAR up initiatives. Operating loss margin was 2.6% compared to (2.9)% in the prior fiscal period.

Revelyst Adventure Sports—The increase in operating income was driven by higher gross profit and decreased selling, general and administrative costs, primarily related to GEAR up initiatives. Operating loss margin was 6.9% compared to 4.0% in the prior fiscal period.

Revelyst Precision Sports Technology—The decrease in operating income was caused by decreased gross profit and increased selling, general and administrative costs. Operating income margin was 14.3% compared to 17.0% in the prior fiscal period.

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Corporate and Other—The increase in operating loss was primarily driven by loss on divestiture of Fiber Energy, partially offset by reduced transition costs related to our acquisitions in the prior year.

Six months ended

Revelyst Outdoor Performance—The decrease in operating loss was caused by decreased selling, general and administrative costs, primarily related to GEAR up initiatives, partially offset by decreased gross profit. Operating loss margin was (0.1)% compared to (2.2)% in the prior fiscal period.

Revelyst Adventure Sports—The decrease in operating income was primarily caused by lower gross profit, partially offset by decreased selling, general and administrative costs, primarily related to GEAR up initiatives. Operating loss margin was 1.7% compared to 1.8% in the prior fiscal period.

Revelyst Precision Sports Technology—The decrease in operating income was primarily caused by decreased gross profit and increased selling, general and administrative costs. Operating income margin was 13.7% compared to 15.8% in the prior fiscal period.

Corporate and Other—The decrease in operating loss was primarily driven by the gain on divestiture of the RCBS and reduced transition costs related to our acquisitions in the prior year, partially offset by impairment and GEAR up restructuring costs.

	Three months ended				Change				Six months ended				Change
Other (income) expense, net:	September 30, 2024		September 24, 2023		Dollars		Percent		September 30, 2024		September 24, 2023		Dollars		Percent
Corporate and other	$	(255)	$	1,174	$	(1,429)	(121.7)	%	$	(178)	$	1,715	$	(1,893)	(110.4)	%

The change in other expense from the prior fiscal period was caused by changes in foreign exchange gains and losses.

	Three months ended										Six months ended
Income tax (benefit) provision:	September 30, 2024		Effective Rate		September 24, 2023		Effective Rate		Change		September 30, 2024		Effective Rate		September 24, 2023		Effective Rate		Change
Corporate and other	$	34	0.7	%	$	(1,592)	26.8	%	$	1,626	$	506	13.4	%	$	(2,030)	17.3	%	$	2,536

See Note 14, Income Taxes, to the unaudited condensed combined financial statements in Part I, Item 1 of this Quarterly Report, for information regarding income taxes.

The decrease in the current period tax rate is primarily due to the change in the valuation allowance.

Our provision for income taxes includes federal, state and foreign income taxes. The effective tax rate for the three and six months ended September 30, 2024 is reflective of the federal statutory rate of 21% decreased primarily due to the impact of the beneficial change in the valuation allowance.

The effective tax rate for the three and six months ended September 24, 2023 differs from the federal statutory rate of 21% primarily due to the operating loss in the quarter, which caused the unfavorable tax adjustments to decrease the rate.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of September 30, 2024, our Principal Executive Officer and Principal Financial and Accounting Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) and have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial and Accounting Officer as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1.    LEGAL PROCEEDINGS

From time to time, we are subject to various legal proceedings, including lawsuits, which arise out of, and are incidental to, the conduct of our business. We do not consider any of such proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our operating results, financial condition, or cash flows.

ITEM 1A. RISK FACTORS

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 describes the known material risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. There are no material changes from the disclosure provided in the Form 10-K for the fiscal year ended March 31, 2024 with respect to the Risk Factors, other than the addition of the Risk Factor set forth below.

The consummation of the Revelyst Transaction is subject to a number of conditions, many of which are largely outside of the control of the parties to the Revelyst Merger Agreement, and, if these conditions are not satisfied or waived on a timely basis, the Revelyst Merger Agreement may be terminated and the Revelyst Transaction may not be completed. If any closing conditions are waived, such waiver could have an adverse effect on Revelyst and its stockholders.

The respective obligations of each party to effect the Revelyst Merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Revelyst Merger Agreement, including, among other things: (i) the approval of Vista Outdoor in its capacity as the sole stockholder of Revelyst; (ii) termination or expiry of any waiting period (and any extension thereof) applicable to the Revelyst Transaction under the HSR Act and approval under the Austrian Cartel Act 2005, the German Act Against Restraints on Competition 2023 and the United Kingdom National Security and Investment Act 2021; (iii) the absence of legal restraints prohibiting the Revelyst Transaction; (iv) consummation of the Sporting Products Sale in accordance with the Merger Agreement, the purchase price adjustment in connection with the Sporting Products Sale having become final and binding and the related purchase price adjustments, if any, having been paid; (v) the completion of the Reorganization (as defined in the Revelyst Merger Agreement); and (vi) other customary conditions specified in the Revelyst Merger Agreement. The failure to satisfy any or all of the required conditions could delay the completion of the Revelyst Transaction by a significant period of time or prevent it from occurring. Any delay in completing the Revelyst Transaction could cause the parties to the Revelyst Merger Agreement to not realize some or all of the benefits that are expected to be achieved if the Revelyst Transaction is successfully completed within the expected timeframe. There can be no assurance that the conditions to closing of the Revelyst Transaction will be satisfied or waived or that the Revelyst Transaction will be completed within the expected timeframe or at all.

Each party to the Revelyst Merger Agreement may, to the extent permitted by law, waive any condition that is a condition to the obligations of such party to effect the Revelyst Merger. Conditions that are required by law (such as (i) the approval of Vista Outdoor in its capacity as the sole stockholder of Revelyst, (ii) any waiting period (or any extension thereof) applicable to the Revelyst Transaction under the HSR Act having been terminated or having expired and approval under the Austrian Cartel Act 2005, the German Act Against Restraints on Competition 2023 and the United Kingdom National Security and Investment Act 2021 and (iii) the absence of legal restraints prohibiting the Revelyst Transaction) may not be waived. If the applicable party or parties were to waive a closing condition that may be waived, such waiver could have an adverse effect on Revelyst.

Revelyst stockholders cannot be sure of the value of the Revelyst Merger Consideration they will receive at the effective time of the Revelyst Merger.

At the effective time of the Revelyst Merger (the “Revelyst Merger Effective Time”), each issued and outstanding share of Revelyst Common Stock (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent) will be converted into the right to receive the Revelyst Merger Consideration, which is an amount equal to (a) the sum of (x) $1,125,000,000, (y) the Revelyst Cash Adjustment Amount (as defined in the Revelyst Merger Agreement) and (z) the sum of the exercise prices of all Revelyst Options (as defined in the Revelyst Merger Agreement) other than out-of-the-money Revelyst Options divided by (b) the sum of (x) the number of shares of Revelyst Common Stock issued and outstanding as of immediately prior to the Revelyst Merger Effective Time (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent as of such time) and (y) the number of shares of Revelyst Common Stock underlying each Revelyst equity award entitled to receive the Revelyst Merger Consideration at the Revelyst Merger Effective Time pursuant to the Revelyst Merger Agreement outstanding as of immediately prior to the Revelyst Merger Effective Time.

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Management of Vista Outdoor estimates as of November 7, 2024, if the date on which the Revelyst Merger closes (the “Revelyst Merger Closing Date”) were to occur on December 31, 2024, the per share Revelyst Merger Consideration payable to holders of Revelyst Common Stock in accordance with the Revelyst Merger Agreement would be approximately $19.25. Management of Vista Outdoor currently expects the Revelyst Merger Closing Date to occur by January 2025. However, the respective obligations of each party to effect the Revelyst Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) on or prior to the Revelyst Merger Closing Date of certain conditions specified in the Revelyst Merger Agreement, including the consummation of the Sporting Products Sale, receipt of necessary regulatory approvals and other closing conditions set forth in the Revelyst Merger Agreement, and management of Vista Outdoor cannot know the actual date when the Revelyst Merger Closing Date will occur. In addition, the Revelyst Merger Consideration cannot be determined until the consummation of the Revelyst Merger as it is subject to change based on (i) the Revelyst Cash Adjustment Amount, which provides for certain closing adjustments to the Revelyst Purchase Price (as defined in the Revelyst Merger Agreement), which adjustments relate to certain cash, debt, tax and other items (including unpaid transaction expenses) of Revelyst as of the closing of the Revelyst Merger (the “Revelyst Merger Closing”) and (ii) the number of shares of Revelyst Common Stock issued and outstanding and the number of shares of Revelyst Common Stock underlying Revelyst equity awards entitled to receive the Revelyst Merger Consideration at the Revelyst Merger Effective Time outstanding, in each case, as of immediately prior to the Revelyst Merger Effective Time. Vista Outdoor management’s current estimate of the Revelyst Merger Consideration may be higher or lower than the actual Revelyst Merger Consideration due to the actual cash flows of Vista Outdoor prior to the closing of the Revelyst Merger and of Revelyst prior to the Revelyst Merger Closing, actual costs, including transaction costs, incurred by Vista Outdoor prior to the closing of the Merger and by Revelyst prior to the Revelyst Merger Closing, the actual number of shares of Revelyst Common Stock and Revelyst equity awards outstanding, in each case as of as immediately prior to the Revelyst Merger Effective Time, or other factors. Revelyst’s transaction costs include, among other things, costs and expenses associated with obtaining regulatory approvals or waivers and third-party consents, the preparation of this proxy statement/prospectus and legal fees and expenses associated with the Sporting Products Sale or the Revelyst Merger. In addition, the precise number of shares of Revelyst Common Stock issued and outstanding and Revelyst equity awards outstanding, in each case as of immediately prior to the Revelyst Merger Effective Time, will not be known until immediately prior to the Revelyst Merger Effective Time. Therefore, until the Revelyst Merger Closing Date, Vista Outdoor stockholders will not know the precise amount of the Revelyst Merger Consideration they will be entitled to receive upon the consummation of the Revelyst Merger and the actual amount of the Revelyst Merger Consideration payable to holders of Revelyst Common Stock may be higher or lower than Vista Outdoor management estimates of such amount as of November 7, 2024.

Failure to complete the Revelyst Transaction could adversely affect Revelyst’s stock price and business, results of operations or financial condition.

There can be no assurance that the conditions to the closing of the Revelyst Transaction will be satisfied or waived or that the Revelyst Transaction will be completed. If the Revelyst Transaction is not completed within the expected timeframe or at all, Revelyst’s ongoing business could be adversely affected and Revelyst will be subject to a variety of risks and possible consequences associated with the failure to complete the Revelyst Transaction, including the following: (i) Revelyst will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Revelyst Transaction closes; (ii) under the Revelyst Merger Agreement, Revelyst is subject to certain restrictions on the conduct of its business during the pendency of the Revelyst Transaction, which may adversely affect Revelyst’s ability to execute certain of its business strategies; (iii) Revelyst may lose key employees during the period in which Revelyst and SVP Parent are pursuing the Revelyst Transaction, which may adversely affect Revelyst in the future if Revelyst is not able to hire and retain qualified personnel to replace departing employees; (iv) the Revelyst Transaction, whether or not it closes, will divert the attention of certain members of Revelyst management and other key employees from ongoing business activities, including the pursuit of other opportunities that could be beneficial to Revelyst and (v) that another transaction acceptable to Revelyst may not be offered and Revelyst’s business, prospects or results of operation may be adversely impacted as a result. If the Revelyst Transaction is not completed, these risks could materially affect Revelyst’s business, results of operations or financial condition and stock price, including to the extent that the then-current market price of the Revelyst Common Stock is positively affected by a market assumption that the Revelyst Transaction will be completed.

While the Revelyst Transaction is pending, Revelyst is subject to business uncertainties and certain contractual restrictions that could adversely affect Revelyst’s business, results of operations or financial condition.

In connection with the Revelyst Transaction, some of Revelyst’s customers, vendors, consumers or other third parties may react unfavorably, including by delaying or deferring decisions concerning their business relationships or transactions with Revelyst, which could adversely affect Revelyst’s revenues, earnings, cash flows and expenses, regardless of whether the Revelyst Transaction is completed. In addition, due to certain restrictions in the Revelyst Merger Agreement on the conduct of Revelyst’s business prior to the closing of the Revelyst Transaction, Revelyst may be unable to (without SVP’s prior written consent, unless another exception under the Revelyst Merger Agreement applies), during the pendency of the Revelyst

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Transaction, pursue certain strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial. This may cause Revelyst to forgo certain opportunities Revelyst might otherwise pursue. In addition, the pendency of the Revelyst Transaction may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-to-day operations for Revelyst’s current employees and management.

The termination fee in the Merger Agreement and Revelyst Merger Agreement and restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire Vista Outdoor or its businesses.

The Merger Agreement prohibits Vista Outdoor from soliciting, initiating or knowingly assisting, facilitating or encouraging any competing acquisition proposals, subject to certain limited exceptions. The Merger Agreement also contains certain termination rights, including, but not limited to, Vista Outdoor’s right to terminate the Merger Agreement to accept a Vista Outdoor Superior Proposal (as defined in the Merger Agreement), subject to and in accordance with the terms and conditions of the Merger Agreement, and provides that if the Merger Agreement is terminated under certain circumstances, including by Vista Outdoor to enter into a Vista Outdoor Acquisition Agreement (as defined in the Merger Agreement) in respect of a Vista Outdoor Superior Proposal, Vista Outdoor will be required to pay CSG a termination fee of $47,750,000 in immediately available funds. The Revelyst Merger Agreement provides that if the Revelyst Merger Agreement is terminated in certain circumstances where the Merger Agreement is also terminated and Vista Outdoor is required to pay CSG a termination fee, Vista Outdoor will be required to pay SVP Parent a termination fee of $28,125,000 in immediately available funds. The termination fees under the Merger Agreement and the Revelyst Merger Agreement and non-solicitation restrictions under the Merger Agreement could discourage other companies from trying to acquire Vista Outdoor or its businesses even though those other companies might be willing to offer greater value to Vista Outdoor’s stockholders than is offered in the Sporting Products Sale and the Revelyst Transaction.

Litigation against parties to the Revelyst Transaction, or the members of their respective boards, could prevent or delay the completion of the Revelyst Transaction.

It is a condition to the Revelyst Transaction that no court of competent jurisdiction or other governmental authority shall have issued a judgment, order, injunction, ruling, writ, decree or other directive or enacted a law that is in effect that prohibits, enjoins or makes illegal the consummation of the Revelyst Transaction. It is possible that lawsuits may be filed challenging the Revelyst Transaction. The outcome of any such lawsuits cannot be assured, including the amount of fees and costs associated with defending these claims or any other liabilities that may be incurred in connection therewith. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Revelyst Transaction on the agreed-upon terms, such an injunction may delay the consummation of the Revelyst Transaction in the expected timeframe or may prevent the Revelyst Transaction from being consummated at all. Whether or not any plaintiff’s claim is successful, this type of litigation can result in significant costs and divert our management’s attention and resources from the closing of the Revelyst Transaction and ongoing business activities, which could adversely affect our operations.

If the Revelyst Transaction is not consummated by the applicable deadline, either we or SVP Parent may terminate the Revelyst Merger Agreement, subject to certain exceptions.

Either Revelyst or SVP Parent may terminate the Revelyst Merger Agreement if the Revelyst Transaction has not been consummated by the Revelyst Merger End Date (as defined in the Revelyst Merger Agreement). However, this termination right will not be available to Revelyst or SVP Parent (as applicable) if the failure to consummate the Revelyst Transaction on or prior to such date is primarily due to the breach by such party, or such party’s affiliates who are party to the Revelyst Merger Agreement, or any other agreement entered into in connection with the Revelyst Transaction. In the event the Revelyst Merger Agreement is terminated by either party due to the failure of the Revelyst Transaction to close by the Revelyst Merger End Date or for any other reason provided under the Revelyst Merger Agreement, we will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Revelyst Transaction. If the proposal to adopt the Merger Agreement is not approved by Vista Outdoor stockholders or any of the other conditions to the Sporting Products Sale are not satisfied or waived for any reason, the Revelyst Transaction cannot be completed, as the consummation of the Sporting Products Sale is a condition to the closing of the Revelyst Transaction.

If the Merger Agreement is validly terminated, either Revelyst or SVP Parent may terminate the Revelyst Merger Agreement.

Either Revelyst or SVP Parent may terminate the Revelyst Merger Agreement if the Merger Agreement has been validly terminated (due to the failure of the Sporting Products Sale to close by the End Date (as defined in the Merger Agreement) or for any other reason provided under the Merger Agreement). In the event the Revelyst Merger Agreement is terminated by either party, we will have incurred significant costs and will have diverted significant management focus and resources from

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other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Revelyst Transaction.

If the Sporting Products Sale is consummated but the Revelyst Transaction is not consummated, Revelyst will be an independent, publicly traded company.

Following the closing of the Sporting Products Sale and prior to the closing of the Revelyst Transaction, Revelyst will be an independent, publicly traded company holding the Revelyst business. Revelyst intends to file an application to list the Revelyst Common Stock on the New York Stock Exchange under the ticker symbol “GEAR”, with Revelyst Common Stock to commence trading on the NYSE following the closing of the Sporting Products Sale. Following the closing of the Revelyst Transaction, Revelyst will be a wholly owned subsidiary of SVP Parent, and SVP intends to delist the Revelyst Common Stock from the NYSE. However, if the Sporting Products Sale is consummated but the Revelyst Transaction is not consummated, Revelyst will continue to be an independent, publicly traded company and will be subject to a variety of risks related to being an independent, publicly traded company.

The consummation of the Revelyst Transaction is subject to a number of conditions, many of which are largely outside of the control of the parties to the Revelyst Merger Agreement, and, if these conditions are not satisfied or waived on a timely basis, the Revelyst Merger Agreement may be terminated and the Revelyst Transaction may not be completed. If any closing conditions are waived, such waiver could have an adverse effect on our stockholders and/or Revelyst and its stockholders.

The respective obligations of each party to effect the Revelyst Merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of certain conditions specified in the Revelyst Merger Agreement, including, among other things: (i) the approval of Vista Outdoor in its capacity as the sole stockholder of Revelyst; (ii) termination or expiry of any waiting period (and any extension thereof) applicable to the Revelyst Transaction under the HSR Act and approval under the Austrian Cartel Act 2005, the German Act Against Restraints on Competition 2023 and the United Kingdom National Security and Investment Act 2021; (iii) the absence of legal restraints prohibiting the Revelyst Transaction; (iv) consummation of the Sporting Products Sale in accordance with the Merger Agreement, the purchase price adjustment in connection with the Sporting Products Sale having become final and binding and the related purchase price adjustments, if any, having been paid; (v) the completion of the Reorganization (as defined in the Revelyst Merger Agreement); and (vi) other customary conditions specified in the Revelyst Merger Agreement. The failure to satisfy any or all of the required conditions could delay the completion of the Revelyst Transaction by a significant period of time or prevent it from occurring. Any delay in completing the Revelyst Transaction could cause the parties to the Revelyst Merger Agreement to not realize some or all of the benefits that are expected to be achieved if the Revelyst Transaction is successfully completed within the expected timeframe. There can be no assurance that the conditions to closing of the Revelyst Transaction will be satisfied or waived or that the Revelyst Transaction will be completed within the expected timeframe or at all.

Each party to the Revelyst Merger Agreement may, to the extent permitted by law, waive any condition that is a condition to the obligations of such party to effect the Revelyst Merger. Conditions that are required by law (such as (i) the approval of Vista Outdoor in its capacity as the sole stockholder of Revelyst, (ii) any waiting period (or any extension thereof) applicable to the Sporting Products Sale under the HSR Act having been terminated or having expired and approval under the Austrian Cartel Act 2005, the German Act Against Restraints on Competition 2023 and the United Kingdom National Security and Investment Act 2021 and (iii) the absence of legal restraints prohibiting the Revelyst Transaction) may not be waived. If the applicable party or parties were to waive a closing condition that may be waived, such waiver could have an adverse effect on Vista Outdoor stockholders and/or Revelyst.

Revelyst stockholders cannot be sure of the value of the Revelyst Merger Consideration they will receive at the effective time of the Revelyst Merger.

At the effective time of the Revelyst Merger (the “Revelyst Merger Effective Time”), each issued and outstanding share of Revelyst Common Stock (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent) will be converted into the right to receive the Revelyst Merger Consideration, which is an amount equal to (a) the sum of (x) $1,125,000,000, (y) the Revelyst Cash Adjustment Amount (as defined in the Revelyst Merger Agreement) and (z) the sum of the exercise prices of all Revelyst Options (as defined in the Revelyst Merger Agreement) other than out-of-the-money Revelyst Options divided by (b) the sum of (x) the number of shares of Revelyst Common Stock issued and outstanding as of immediately prior to the Revelyst Merger Effective Time (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent as of such time) and (y) the number of shares of Revelyst Common Stock underlying each Revelyst equity award entitled to receive the Revelyst Merger Consideration at the Revelyst Merger Effective Time pursuant to the Revelyst Merger Agreement outstanding as of immediately prior to the Revelyst Merger Effective Time.

Management of Vista Outdoor estimates as of November 7, 2024, if the date on which the Revelyst Merger closes (the “Revelyst Merger Closing Date”) were to occur on December 31, 2024, the per share Revelyst Merger Consideration payable to

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holders of Revelyst Common Stock in accordance with the Revelyst Merger Agreement would be approximately $19.25. Management of Vista Outdoor currently expects the Revelyst Merger Closing Date to occur by January 2025. However, the respective obligations of each party to effect the Revelyst Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) on or prior to the Revelyst Merger Closing Date of certain conditions specified in the Revelyst Merger Agreement, including the consummation of the Sporting Products Sale, receipt of necessary regulatory approvals and other closing conditions set forth in the Revelyst Merger Agreement, and management of Vista Outdoor cannot know the actual date when the Revelyst Merger Closing Date will occur. In addition, the Revelyst Merger Consideration cannot be determined until the consummation of the Revelyst Merger as it is subject to change based on (i) the Revelyst Cash Adjustment Amount, which provides for certain closing adjustments to the Revelyst Purchase Price (as defined in the Revelyst Merger Agreement), which adjustments relate to certain cash, debt, tax and other items (including unpaid transaction expenses) of Revelyst as of the closing of the Revelyst Merger (the “Revelyst Merger Closing”) and (ii) the number of shares of Revelyst Common Stock issued and outstanding and the number of shares of Revelyst Common Stock underlying Revelyst equity awards entitled to receive the Revelyst Merger Consideration at the Revelyst Merger Effective Time outstanding, in each case, as of immediately prior to the Revelyst Merger Effective Time. Vista Outdoor management’s current estimate of the Revelyst Merger Consideration may be higher or lower than the actual Revelyst Merger Consideration due to the actual cash flows of Vista Outdoor prior to the closing of the Revelyst Merger and of Revelyst prior to the Revelyst Merger Closing, actual costs, including transaction costs, incurred by Vista Outdoor prior to the closing of the Merger and by Revelyst prior to the Revelyst Merger Closing, the actual number of shares of Revelyst Common Stock and Revelyst equity awards outstanding, in each case as of as immediately prior to the Revelyst Merger Effective Time, or other factors. Revelyst’s transaction costs include, among other things, costs and expenses associated with obtaining regulatory approvals or waivers and third-party consents, the preparation of this proxy statement/prospectus and legal fees and expenses associated with the Sporting Products Sale or the Revelyst Merger. In addition, the precise number of shares of Revelyst Common Stock issued and outstanding and Revelyst equity awards outstanding, in each case as of immediately prior to the Revelyst Merger Effective Time, will not be known until immediately prior to the Revelyst Merger Effective Time. Therefore, until the Revelyst Merger Closing Date, Vista Outdoor stockholders will not know the precise amount of the Revelyst Merger Consideration they will be entitled to receive upon the consummation of the Revelyst Merger and the actual amount of the Revelyst Merger Consideration payable to holders of Revelyst Common Stock may be higher or lower than Vista Outdoor management estimates of such amount as of November 7, 2024.

Failure to complete the Revelyst Transaction could adversely affect Revelyst’s stock price and business, results of operations or financial condition.

There can be no assurance that the conditions to the closing of the Revelyst Transaction will be satisfied or waived or that the Revelyst Transaction will be completed. If the Revelyst Transaction is not completed within the expected timeframe or at all, Revelyst’s ongoing business could be adversely affected and Revelyst will be subject to a variety of risks and possible consequences associated with the failure to complete the Revelyst Transaction, including the following: (i) Revelyst will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Revelyst Transaction closes; (ii) under the Revelyst Merger Agreement, Revelyst is subject to certain restrictions on the conduct of its business during the pendency of the Revelyst Transaction, which may adversely affect Revelyst’s ability to execute certain of its business strategies; (iii) Revelyst may lose key employees during the period in which Revelyst and SVP Parent are pursuing the Revelyst Transaction, which may adversely affect Revelyst in the future if Revelyst is not able to hire and retain qualified personnel to replace departing employees; (iv) the Revelyst Transaction, whether or not it closes, will divert the attention of certain members of Revelyst management and other key employees from ongoing business activities, including the pursuit of other opportunities that could be beneficial to Revelyst and (v) that another transaction acceptable to Revelyst may not be offered and Revelyst’s business, prospects or results of operation may be adversely impacted as a result. If the Revelyst Transaction is not completed, these risks could materially affect Revelyst’s business, results of operations or financial condition and stock price, including to the extent that the then-current market price of the Revelyst Common Stock is positively affected by a market assumption that the Revelyst Transaction will be completed.

While the Revelyst Transaction is pending, Revelyst is subject to business uncertainties and certain contractual restrictions that could adversely affect Revelyst’s business, results of operations or financial condition.

In connection with the Revelyst Transaction, some of Revelyst’s customers, vendors, consumers or other third parties may react unfavorably, including by delaying or deferring decisions concerning their business relationships or transactions with Revelyst, which could adversely affect Revelyst’s revenues, earnings, cash flows and expenses, regardless of whether the Revelyst Transaction is completed. In addition, due to certain restrictions in the Revelyst Merger Agreement on the conduct of Revelyst’s business prior to the closing of the Revelyst Transaction, Revelyst may be unable to (without SVP’s prior written consent, unless another exception under the Revelyst Merger Agreement applies), during the pendency of the Revelyst Transaction, pursue certain strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial. This may cause Revelyst to forgo

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certain opportunities Revelyst might otherwise pursue. In addition, the pendency of the Revelyst Transaction may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-to-day operations for Revelyst’s current employees and management.

The termination fee in the Merger Agreement and Revelyst Merger Agreement and restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire Vista Outdoor or its businesses.

The Merger Agreement prohibits Vista Outdoor from soliciting, initiating or knowingly assisting, facilitating or encouraging any competing acquisition proposals, subject to certain limited exceptions. The Merger Agreement also contains certain termination rights, including, but not limited to, Vista Outdoor’s right to terminate the Merger Agreement to accept a Vista Outdoor Superior Proposal (as defined in the Merger Agreement), subject to and in accordance with the terms and conditions of the Merger Agreement, and provides that if the Merger Agreement is terminated under certain circumstances, including by Vista Outdoor to enter into a Vista Outdoor Acquisition Agreement (as defined in the Merger Agreement) in respect of a Vista Outdoor Superior Proposal, Vista Outdoor will be required to pay CSG a termination fee of $47,750,000 in immediately available funds. The Revelyst Merger Agreement provides that if the Revelyst Merger Agreement is terminated in certain circumstances where the Merger Agreement is also terminated and Vista Outdoor is required to pay CSG a termination fee, Vista Outdoor will be required to pay SVP Parent a termination fee of $28,125,000 in immediately available funds. The termination fees under the Merger Agreement and the Revelyst Merger Agreement and non-solicitation restrictions under the Merger Agreement could discourage other companies from trying to acquire Vista Outdoor or its businesses even though those other companies might be willing to offer greater value to Vista Outdoor’s stockholders than is offered in the Sporting Products Sale and the Revelyst Transaction.

Litigation against parties to the Revelyst Transaction, or the members of their respective boards, could prevent or delay the completion of the Revelyst Transaction.

Either Revelyst or SVP Parent may terminate the Revelyst Merger Agreement if the Revelyst Transaction has not been consummated by the Revelyst Merger End Date (as defined in the Revelyst Merger Agreement). However, this termination right will not be available to Revelyst or SVP Parent (as applicable) if the failure to consummate the Revelyst Transaction on or prior to such date is primarily due to the breach by such party, or such party’s affiliates who are party to the Revelyst Merger Agreement, or any other agreement entered into in connection with the Revelyst Transaction. In the event the Revelyst Merger Agreement is terminated by either party due to the failure of the Revelyst Transaction to close by the Revelyst Merger End Date or for any other reason provided under the Revelyst Merger Agreement, we will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Revelyst Transaction. If the proposal to adopt the Merger Agreement is not approved by Vista Outdoor stockholders or any of the other conditions to the Sporting Products Sale are not satisfied or waived for any reason, the Revelyst Transaction cannot be completed, as the consummation of the Sporting Products Sale is a condition to the closing of the Revelyst Transaction.

If the Revelyst Transaction is not consummated by the applicable deadline, either we or SVP Parent may terminate the Revelyst Merger Agreement, subject to certain exceptions.

Either Revelyst or SVP Parent may terminate the Revelyst Merger Agreement if the Revelyst Transaction has not been consummated by the Revelyst Merger End Date (as defined in the Revelyst Merger Agreement). However, this termination right will not be available to Revelyst or SVP Parent (as applicable) if the failure to consummate the Revelyst Transaction on or prior to such date is primarily due to the breach by such party, or such party’s affiliates who are party to the Revelyst Merger Agreement, or any other agreement entered into in connection with the Revelyst Transaction. In the event the Revelyst Merger Agreement is terminated by either party due to the failure of the Revelyst Transaction to close by the Revelyst Merger End Date or for any other reason provided under the Revelyst Merger Agreement, we will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Revelyst Transaction. If the proposal to adopt the Merger Agreement is not approved by Vista Outdoor stockholders or any of the other conditions to the Sporting Products Sale are not satisfied or waived for any reason, the Revelyst Transaction cannot be completed, as the consummation of the Sporting Products Sale is a condition to the closing of the Revelyst Transaction.

If the Merger Agreement is validly terminated, either Revelyst or SVP Parent may terminate the Revelyst Merger Agreement.

Either Revelyst or SVP Parent may terminate the Revelyst Merger Agreement if the Merger Agreement has been validly terminated (due to the failure of the Sporting Products Sale to close by the End Date (as defined in the Merger Agreement) or for any other reason provided under the Merger Agreement). In the event the Revelyst Merger Agreement is terminated by either party, we will have incurred significant costs and will have diverted significant management focus and resources from

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other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Revelyst Transaction.

If the Sporting Products Sale is consummated but the Revelyst Transaction is not consummated, Revelyst will be an independent, publicly traded company.

Following the closing of the Sporting Products Sale and prior to the closing of the Revelyst Transaction, Revelyst will be an independent, publicly traded company holding the Revelyst business. Revelyst intends to file an application to list the Revelyst Common Stock on the New York Stock Exchange under the ticker symbol “GEAR”, with Revelyst Common Stock to commence trading on the NYSE following the closing of the Sporting Products Sale. Following the closing of the Revelyst Transaction, Revelyst will be a wholly owned subsidiary of SVP Parent, and SVP intends to delist the Revelyst Common Stock from the NYSE. However, if the Sporting Products Sale is consummated but the Revelyst Transaction is not consummated, Revelyst will continue to be an independent, publicly traded company and will be subject to a variety of risks related to being an independent, publicly traded company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Regulation S-K, Item 408(a) disclosure: During our last fiscal quarter, no director or officer of the Company has adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or any non-Rule 10b5-1 trading arrangement.

ITEM 6. EXHIBITS

The following exhibits with an exhibit number followed by an asterisk (*) are filed electronically with this report. All other exhibits listed below are incorporated by reference from the document listed.

Exhibit Number		Description of Exhibit (and document from which incorporated by reference, if applicable)
2.1	+	Agreement and Plan of Merger, dated as of October 15, 2023, among Vista Outdoor Inc., Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc. and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s. (included as Exhibit 2.1 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.2	+	Amendment No. 1 to Agreement and Plan of Merger, dated as of May 27, 2024, by and among Vista Outdoor Inc., Revelyst, Inc. CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (included as Exhibit 2.7 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.3	+	Amendment No. 2 to Agreement and Plan of Merger, dated as of June 23, 2024, by and among Vista Outdoor Inc., Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (included as Exhibit 2.8 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.4	+	Amendment No. 3 to Agreement and Plan of Merger, dated as of July 7, 2024, by and among Vista Outdoor Inc., Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (included as Exhibit 2.9 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.5	+	Amendment No. 4 to Agreement and Plan of Merger, dated as of July 21, 2024, by and among Vista Outdoor Inc., Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (included as Exhibit 2.10 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).

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2.6	+	Amendment No. 5 to Agreement and Plan of Merger, dated September 12, 2024, among Vista Outdoor Inc., Revelyst, Inc. CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (included as Exhibit 2.11 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.7	+	Amendment No. 6 to Agreement and Plan of Merger, dated October 4, 2024, among Vista Outdoor Inc., Revelyst, Inc., CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (included as Exhibit 2.12 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.8	+	Amended and Restated Separation Agreement, dated as of October 4, 2024, by and between Vista Outdoor Inc. and Revelyst, Inc. (included as Exhibit 2.2 to Revelyst, Inc.’s Current Report on Form 8-K, filed with the SEC on October 7, 2024).
2.9	+	Agreement and Plan of Merger, dated as of October 4, 2024, by and among Vista Outdoor Inc., Revelyst, Inc., Olibre LLC and Cabin Ridge Inc. (included as Exhibit 2.1 to Revelyst, Inc.’s Current Report on Form 8-K, filed with the SEC on October 7, 2024).
2.10	+	Employee Matters Agreement, dated as of October 15, 2023, by and between Vista Outdoor Inc. and Revelyst, Inc. (included as Exhibit 2.3 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.11	+	Stock Purchase Agreement, dated as of September 9, 2021, by and among Vista Outdoor Inc., the Seller Guarantors named therein, the Sellers named therein, WAWGD, Inc. (d/b/a Foresight Sports, Inc.), WAWGD NEWCO, Inc. and Fortis Advisors LLC, as Seller Representative (included as Exhibit 2.4 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.12	+	Share Purchase Agreement, dated as of June 30, 2022, by and among Fox Parent Holdings, LLC, Fox (Parent) Holdings, Inc., Vista Outdoor Operations LLC and Vista Outdoor Inc. (solely in its capacity as a guarantor) (included as Exhibit 2.5 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
2.13	+	Agreement and Plan of Merger, dated as of July 22, 2022, by and among Vista Outdoor Operations LLC, Trophy Merger Sub, LLC, Simms Fishing Products LLC, Shareholder Representative Services LLC, as the Equityholder Representative and Vista Outdoor Inc. (solely in its capacity as a guarantor) (included as Exhibit 2.6 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
3.1		Form of Amended and Restated Certificate of Incorporation of Revelyst, Inc. (included as Exhibit 3.1 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
3.2		Form of Amended and Restated Bylaws of Revelyst, Inc. (included as Exhibit 3.2 to the Post-Effective Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on October 16, 2024 (File No. 333-276525)).
4.1		Common Stock Certificate of Revelyst, Inc. issued to Vista Outdoor Inc. (included as Exhibit 4.1 to the Annual Report on Form 10-K filed with the SEC on June 28, 2024)
4.2		Description of Common Stock (included as Exhibit 4.2 to the Annual Report on Form 10-K, filed with the SEC June 28, 2024)
31.1	*	Certification of Chief Executive Officer.
31.2	*	Certification of Chief Financial Officer.
32	^	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	*	The following financial statements from the Revelyst Business’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Unaudited Condensed Combined Balance Sheets, (ii) Unaudited Condensed Combined Statements of Comprehensive Income (Loss), (iii) Unaudited Condensed Combined Statements of Cash Flows, (iv) Unaudited Condensed Combined Statements of Parent Company Equity, and (v) Notes to the Unaudited Condensed Combined Financial Statements, tagged as blocks of text and including detailed tags.
104	*	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) (included as Exhibit 101).

* Filed herewith.

^ Furnished herewith

+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Revelyst agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that Revelyst may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REVELYST, INC.
Date: November 13, 2024	By:	/s/ Andrew Keegan
		Andrew Keegan
		Chief Financial Officer

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