{"filing":{"accession_number":"0001193125-26-427316","cik":"0001092796","ticker":"SWBI","company_name":"SMITH \u0026 WESSON BRANDS, INC.","form":"8-K","filing_date":"2026-10-21","report_date":"2026-10-21","primary_document":"d166089d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1092796/000119312526427316/d166089d8k.htm"},"events":[{"id":36645,"run_id":33790,"accession_number":"0001193125-26-427316","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Smith \u0026 Wesson completed its acquisition of Savage Arms on October 21, 2026, for approximately $160 million in a merger transaction involving the issuance of approximately 9 million shares (19.99% of outstanding shares) and $42.4 million in cash. The transaction combines two iconic firearms manufacturers, creates a leading U.S. firearms manufacturer with combined revenue of $711 million and 2,227 employees, and results in immediate EPS accretion of $0.07 before synergies and $0.10 after synergies.","company_name":"SMITH \u0026 WESSON BRANDS, INC.","ticker":"SWBI","filing_date":"2026-10-21","form":"8-K","submitted_at":null,"items":[{"id":41125,"accession_number":"0001193125-26-427316","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Smith \u0026 Wesson completed the acquisition of Savage Arms on October 21, 2026, through a merger structure involving the issuance of approximately 9 million shares (19.99% of outstanding shares) and $42.4 million in cash, with an adjusted transaction value of approximately $164.9 million. The filing explicitly states the Mergers were \"consummated\" on the Closing Date, making this a completed material acquisition that combines two iconic firearms manufacturers and meaningfully expands Smith \u0026 Wesson's product portfolio and market presence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"","ticker":null,"filing_date":""},{"id":41126,"accession_number":"0001193125-26-427316","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Smith \u0026 Wesson completed its acquisition of Savage Arms on October 21, 2026, for $160 million in a merger transaction combining two iconic firearms manufacturers. The filing explicitly states \"the Company completed its acquisition of Savage pursuant to the Merger Agreement\" and describes this as a \"transformative step\" that creates a leading U.S. firearms manufacturer with combined revenue of $711 million and 2,227 employees. This is a material acquisition of a substantial business with significant strategic and financial implications, including immediate EPS accretion and identified synergies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"","ticker":null,"filing_date":""},{"id":41127,"accession_number":"0001193125-26-427316","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses the issuance of approximately 9 million shares of Smith \u0026 Wesson common stock as part of the merger consideration in the acquisition of Savage Arms. However, the primary event is the completion of the material acquisition itself—a $160 million transaction combining two iconic firearms manufacturers that expands SWBI's product portfolio, creates immediate EPS accretion, and results in JDH Capital becoming the largest stockholder with board representation. The unregistered equity issuance is incidental to the M\u0026A transaction, which is disclosed under Items 1.01 and 2.01 and incorporated by reference here.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"","ticker":null,"filing_date":""},{"id":41129,"accession_number":"0001193125-26-427316","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The disclosure announces the completion of Smith \u0026 Wesson's acquisition of Savage Arms for $160 million, combining two iconic firearms manufacturers. The press release and slide presentation detail the transaction structure (9 million shares plus $37.5 million cash), strategic rationale, financial impact ($0.07 EPS accretion before synergies, $0.10 after), and JDH Capital's resulting 16.7% ownership stake with board representation. This is a material acquisition that would significantly affect a reasonable investor's assessment of the registrant's business scope, market position, and financial performance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":36646,"run_id":33790,"accession_number":"0001193125-26-427316","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Michael D. Fertitta was appointed as a director effective immediately following the closing of the Savage Arms acquisition, with the Board expanding to seven directors. The appointment reflects investor rights tied to JDH Capital's 16.7% ownership stake resulting from the acquisition and includes service on the Nominations and Corporate Governance Committee.","company_name":"SMITH \u0026 WESSON BRANDS, INC.","ticker":"SWBI","filing_date":"2026-10-21","form":"8-K","submitted_at":null,"items":[{"id":41128,"accession_number":"0001193125-26-427316","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Michael D. Fertitta was appointed as a director effective immediately following the closing of the Savage Arms acquisition, with the Board expanding to seven directors. While the Item 5.02 disclosure centers on his appointment to the board and the Nominations and Corporate Governance Committee, the appointment is material because it reflects the investor rights agreement tied to JDH Capital's 16.7% ownership stake (as disclosed in the press release), making this a significant governance change tied to the M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":41125,"accession_number":"0001193125-26-427316","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Smith \u0026 Wesson completed the acquisition of Savage Arms on October 21, 2026, through a merger structure involving the issuance of approximately 9 million shares (19.99% of outstanding shares) and $42.4 million in cash, with an adjusted transaction value of approximately $164.9 million. The filing explicitly states the Mergers were \"consummated\" on the Closing Date, making this a completed material acquisition that combines two iconic firearms manufacturers and meaningfully expands Smith \u0026 Wesson's product portfolio and market presence.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"SMITH \u0026 WESSON BRANDS, INC.","ticker":"SWBI","filing_date":"2026-10-21"},{"id":41126,"accession_number":"0001193125-26-427316","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Smith \u0026 Wesson completed its acquisition of Savage Arms on October 21, 2026, for $160 million in a merger transaction combining two iconic firearms manufacturers. The filing explicitly states \"the Company completed its acquisition of Savage pursuant to the Merger Agreement\" and describes this as a \"transformative step\" that creates a leading U.S. firearms manufacturer with combined revenue of $711 million and 2,227 employees. This is a material acquisition of a substantial business with significant strategic and financial implications, including immediate EPS accretion and identified synergies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"SMITH \u0026 WESSON BRANDS, INC.","ticker":"SWBI","filing_date":"2026-10-21"},{"id":41127,"accession_number":"0001193125-26-427316","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses the issuance of approximately 9 million shares of Smith \u0026 Wesson common stock as part of the merger consideration in the acquisition of Savage Arms. However, the primary event is the completion of the material acquisition itself—a $160 million transaction combining two iconic firearms manufacturers that expands SWBI's product portfolio, creates immediate EPS accretion, and results in JDH Capital becoming the largest stockholder with board representation. The unregistered equity issuance is incidental to the M\u0026A transaction, which is disclosed under Items 1.01 and 2.01 and incorporated by reference here.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"SMITH \u0026 WESSON BRANDS, INC.","ticker":"SWBI","filing_date":"2026-10-21"},{"id":41128,"accession_number":"0001193125-26-427316","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Michael D. Fertitta was appointed as a director effective immediately following the closing of the Savage Arms acquisition, with the Board expanding to seven directors. While the Item 5.02 disclosure centers on his appointment to the board and the Nominations and Corporate Governance Committee, the appointment is material because it reflects the investor rights agreement tied to JDH Capital's 16.7% ownership stake (as disclosed in the press release), making this a significant governance change tied to the M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"SMITH \u0026 WESSON BRANDS, INC.","ticker":"SWBI","filing_date":"2026-10-21"},{"id":41129,"accession_number":"0001193125-26-427316","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The disclosure announces the completion of Smith \u0026 Wesson's acquisition of Savage Arms for $160 million, combining two iconic firearms manufacturers. The press release and slide presentation detail the transaction structure (9 million shares plus $37.5 million cash), strategic rationale, financial impact ($0.07 EPS accretion before synergies, $0.10 after), and JDH Capital's resulting 16.7% ownership stake with board representation. This is a material acquisition that would significantly affect a reasonable investor's assessment of the registrant's business scope, market position, and financial performance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-21T13:06:51.131650+00:00","company_name":"SMITH \u0026 WESSON BRANDS, INC.","ticker":"SWBI","filing_date":"2026-10-21"}]}