SEC Form DEF 14A filed by Sportsman's Warehouse Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Dear Fellow Stockholder:

On or about April 14, 2026, we expect to mail to our stockholders our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote on the matters presented as soon as possible. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.

Thank you for your continued support and interest in Sportsman’s Warehouse.

Sincerely,

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

1475 WEST 9000 SOUTH, SUITE A

WEST JORDAN, UTAH 84088

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON May 27, 2026

Annual Meeting of Stockholders

The purposes of the Annual Meeting are to:

On or about April 14, 2026, we expect to mail to our stockholders our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (“2025 Annual Report”).

You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2026. You will be able to access the meeting using the control number found on your proxy card or voting instruction form, as applicable. The accompanying Proxy Statement provides detailed information about the Annual Meeting. We encourage you to read the Proxy Statement carefully and in its entirety.

The Board of Directors has fixed the close of business on April 2, 2026 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 1475 West 9000 South, Suite A, West Jordan, Utah 84088, for ten days before the Annual Meeting.

Whether or not you plan to be virtually present at the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the Annual Meeting and to help ensure the presence of a quorum at the Annual Meeting. Voting now via proxy will not limit your right to change your vote or to attend the virtual Annual Meeting.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 27, 2026

The Proxy Statement and our 2025 Annual Report can be accessed directly at the internet address www.proxyvote.com using the control number located on your proxy card or in the instructions that accompanied your proxy materials.

April 14, 2026

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement on Schedule 14A (this “Proxy Statement”) contains forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. These statements may concern our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition, which are subject to risks and uncertainties. All statements other than statements of historical fact included in this Proxy Statement are forward-looking statements. These statements may include words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “should,” “target,” “will,” “would” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events or trends. For example, all statements we make relating to our plans and objectives for future operations, growth or initiatives and strategies are forward-looking statements.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that predicting the impact of known factors is very difficult, and we cannot anticipate all factors that could affect our actual results.

All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:

The above is not a complete list of factors or events that could cause actual results to differ from our expectations, and we cannot predict all of them. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements disclosed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K for the year ended January 31, 2026, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and public communications. You should evaluate all forward-looking statements made in this Proxy Statement and otherwise in the context of these risks and uncertainties.

Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements we make. These forward-looking statements speak only as of the date of this Proxy Statement and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties and other factors that in many cases are beyond our control. Except as required by law, we undertake no obligation to update or revise any forward-looking statements publicly, whether as a result of new information, future developments or otherwise.

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

1475 WEST 9000 SOUTH, SUITE A

WEST JORDAN, UTAH 84088

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 2026

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Sportsman’s Warehouse Holdings, Inc. (the “Board of Directors” or the “Board”) from the holders of shares of our common stock, par value $0.01 per share (our “Common Stock”), for the purposes set forth in this Proxy Statement for our 2026 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”). The Annual Meeting will be held virtually, via live audiocast at www.virtualshareholdermeeting.com/SPWH2026 on Wednesday, May 27, 2026, at 8:00 a.m. Mountain Time. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2026.

On or about April 14, 2026, we expect to mail to our stockholders our proxy materials, including the Proxy Statement and our 2025 Annual Report. The Proxy Statement and our 2025 Annual Report can be accessed directly at the internet address www.proxyvote.com using the control number located on your proxy card or in the instructions that accompanied your proxy materials. These materials are also available on our corporate website at investors.sportsmans.com. References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of this Proxy Statement.

References throughout this Proxy Statement to “Sportsman’s Warehouse,” the “Company,” “we,” “us,” and “our” refer to Sportsman’s Warehouse Holdings, Inc. and its subsidiaries, and references to “Holdings” refer to Sportsman’s Warehouse Holdings, Inc. excluding its subsidiaries. References to (i) “fiscal year 2025” refer to our fiscal year ended January 31, 2026; (ii) “fiscal year 2024” refer to our fiscal year ended February 1, 2025; and (iii) “fiscal year 2023” refer to our fiscal year ended February 3, 2024.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

When and where is the Annual Meeting?

The Annual Meeting will be held virtually on Wednesday, May 27, 2026, at 8:00 a.m. Mountain Time, via live audiocast on the Internet. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2026. You will be able to access the Annual Meeting using the control number found on your proxy card or voting instruction form, as applicable.

Why is the Company holding the Annual Meeting in a virtual-only meeting format?

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location. Sportsman’s Warehouse stockholders will be afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in-person meeting.

What am I being asked to vote on at the Annual Meeting?

At the Annual Meeting, stockholders will act on the following matters:

Stockholders will also be asked to consider and transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

How does the Board recommend that I vote?

The Board recommends that you vote your shares of our Common Stock:

Who may vote?

Only holders of record of our Common Stock, at the close of business on the record date for the Annual Meeting, April 2, 2026 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock are entitled to cast one vote for each share held by them on each matter to be voted upon. As of the Record Date, there were 38,953,350 shares of Common Stock issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Our Common Stock is the only class of securities authorized to vote. Stockholders are not entitled to cumulative voting rights in the election of directors.

What must I do if I want to attend the Annual Meeting?

We will be hosting the Annual Meeting on the Internet via live audiocast. You will not be able to attend the Annual Meeting physically in person. All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold our Common Stock through a broker, bank or other nominee, may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2026.

You will need the control number included on your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email) in order to be able to attend the Annual Meeting. Please note that if you hold your shares in street name, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote your shares at the Annual Meeting.

The Annual Meeting audiocast will begin at 8:00 a.m. Mountain Time. Stockholders may access the Annual Meeting beginning at 7:45 a.m. Mountain Time through www.virtualshareholdermeeting.com/SPWH2026. Stockholders will be able to submit questions by means of the “Ask a Question” field beginning at 7:45 a.m. on the morning of the Annual Meeting and throughout the duration of the meeting. Following the presentation of all proposals at the Annual Meeting, we will answer stockholder-submitted questions pertinent to meeting matters as time permits. Any questions that we are unable to address during the Annual Meeting will be answered on our website at investors.sportsmans.com following the Annual Meeting. If we receive substantially similar questions, we will group the questions together and provide a single response to avoid repetition. We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.

What happens if I experience technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be provided in the meeting access email that will be sent approximately one hour prior to the Annual Meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority in voting power of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. On the Record Date, there were 38,953,350 shares of Common Stock and no shares of preferred stock outstanding and entitled to vote. Thus, the holders of 19,476,675 shares of Common Stock must be present in person or represented by proxy at the Annual Meeting for a quorum to exist.

How do I vote my shares?

Voting at the Annual Meeting

All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold shares of our Common Stock in street name, may attend and vote their shares at the Annual Meeting. See above under “What must I do if I want to attend the Annual Meeting?”

Even if you plan to be virtually present at the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend the Annual Meeting.

Submitting a Proxy or Voting Instructions

What is the deadline for voting my shares if I do not attend the Annual Meeting?

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on May 26, 2026 in order for your shares to be voted at the Annual Meeting. If you are a stockholder of record and received your proxy materials by mail, and you cause your shares to be voted by completing, signing, dating and returning the enclosed proxy card, your proxy card must be received before the Annual Meeting for your shares to be voted at the Annual Meeting.

If you hold your shares in street name, please comply with the deadlines for voting provided by the broker, bank or other nominee that holds your shares.

What vote is required for adoption or approval of each matter to be voted on?

With respect to Proposal 1, our majority voting standard includes a director resignation policy that requires an incumbent director who stands for election to the Board but who fails to receive a majority of the votes cast in an uncontested election of directors to tender his or her resignation to the Secretary of the Company promptly following certification of the election results. In such event, the Board, considering the recommendation of the Nominating and Governance Committee of the Board, must decide whether to accept or reject the resignation and publicly disclose its decision, including the rationale behind any decision to reject the tendered resignation, within 90 days following certification of the election results. The Nominating and Governance Committee and the Board may, in making their recommendation or decision, as applicable, consider any factors and other information that they consider appropriate and relevant.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you properly submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the named proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this Proxy Statement. See above under the heading “How does the Board recommend that I vote?”

In accordance with applicable stock exchange rules, if you hold your shares through a brokerage account and you fail to provide voting instructions to your broker, your broker may generally vote your uninstructed shares of our Common Stock in its discretion on routine matters at a stockholder meeting. However, a broker cannot vote shares of our Common Stock held in street name on non-routine matters unless the broker receives voting instructions from the

stockholder. Generally, if a broker exercises this discretion on routine matters at a stockholder meeting, a stockholder’s shares will be voted on the routine matter in the manner directed by the broker, but will constitute a “broker non-vote” on all of the non-routine matters to be presented at the stockholder meeting. Proposal 1 (election of directors), Proposal 2 (approval, on an advisory basis, of the compensation of the Company’s named executive officers), Proposal 3 (approval of a second amendment and restatement of the Company’s Amended 2019 Plan) and Proposal 5 (approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation) are considered non-routine matters under applicable stock exchange rules. Proposal 4 (ratification of Grant Thornton as our independent registered public accounting firm) is considered a routine matter.

Consequently, if you hold your shares in street name through a brokerage account and do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposal 4, but will not be permitted to vote your shares on Proposals 1, 2, 3 or 5 or on any other business as may properly come before the Annual Meeting. If your broker exercises this discretion on Proposal 4, your shares will be counted as present for determining the presence of a quorum at the Annual Meeting and will be voted on Proposal 4 in the manner directed by your broker, but your shares will constitute broker non-votes on Proposal 1, 2, 3 or 5 at the Annual Meeting.

What are my choices for casting my vote on each matter to be voted on?

Your choices for casting your vote on each proposal to be voted on at the Annual Meeting are as follows:

How will voting on any other business be conducted?

Although the Board does not know of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement, if any other business properly comes before the Annual Meeting, a stockholder’s properly submitted proxy gives authority to the proxy holders to vote on those matters in their discretion.

How can I change or revoke my proxy?

If you are a stockholder of record, you may change or revoke a previously submitted proxy at any time before it is exercised by one of the following methods:

Written notices of revocation should be addressed to:

Sportsman’s Warehouse Holdings, Inc.
Attn: Secretary
1475 West 9000 South, Suite A
West Jordan, Utah 84088

Any change to your proxy that is provided by telephone or the Internet must be submitted before the deadlines set forth above under “What is the deadline for voting my shares if I do not attend the Annual Meeting?”

If your shares are held in street name, you must contact your broker, bank or other nominee to find out how to change or revoke your voting instructions.

Who will bear the cost of this proxy solicitation?

We will bear the cost of solicitation of proxies. This includes the charges and expenses of preparing, assembling, and mailing the Proxy Statement and other soliciting materials and the charges and expenses of brokerage firms and others for forwarding solicitation materials to beneficial owners of our issued and outstanding Common Stock. Proxies will be

solicited by mail, and may be solicited personally by directors, officers, or our employees, who will not receive any additional compensation for any such services.

Where can I find the voting results of the Annual Meeting?

Our intention is to announce the preliminary voting results at the Annual Meeting and to publish the final results within four business days after the Annual Meeting on a Current Report on Form 8-K to be filed with the SEC and which we will make available on our website at investors.sportsmans.com under “Financials & Filings”.

What do I do if I receive more than one proxy or set of voting instructions?

If you received more than one proxy card or voting instruction form (if you receive your proxy materials by mail), your shares may be registered in different names or with different addresses or are in more than one account. You must separately vote the shares shown on each proxy card or voting instruction form that you received in order for all of your shares to be voted at the Annual Meeting.

If I share an address with another stockholder and received only one copy of the proxy materials, how do I obtain an additional copy?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, stockholders of record who have the same address and last name and did not receive their proxy materials electronically will receive only one copy of our proxy materials unless we receive contrary instructions from one or more of such stockholders. Upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of proxy materials was delivered. If you are a stockholder of record at a shared address to which we delivered a single copy of the proxy materials and you desire to receive a separate copy of the proxy materials for the Annual Meeting or for our future meetings, or if you are a stockholder at a shared address to which we delivered multiple copies of the proxy materials and you desire to receive one copy in the future, please submit your request to the Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717, or at 1-866-540-7095. If you are a beneficial stockholder, please contact your bank, broker or other nominee directly if you have questions, require additional copies of the proxy materials, wish to receive multiple reports by revoking your consent to householding or wish to request single copies of the proxy materials in the future.

PROPOSAL 1 ELECTION OF DIRECTORS

Our Board of Directors consists of six directors. Each director is elected annually to serve a one-year term and holds office until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. Subject to any rights applicable to any then outstanding preferred stock, any vacancies on our Board may be filled only by the affirmative vote of a majority of the directors then in office.

The Nominating and Governance Committee of the Board is responsible for reviewing and recommending to the Board from time to time the experience, qualifications, attributes, skills or other criteria desired for directors and director candidates. In considering candidates for nomination or appointment to the Board, the Board considers such factors such as whether the director candidate has relevant expertise upon which to be able to offer advice and guidance to management, has sufficient time to devote to the affairs of the Company, has demonstrated excellence in his or her field, has the ability to exercise sound business judgment and has the commitment to rigorously represent the long-term interests of the Company’s stockholders. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting its assessment, the Board considers a diversity of personal background, perspective skills, experience and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experiences, background and capability. If determined necessary or appropriate based on the needs of the Board, the Board also considers whether the candidate is an “independent director” under Nasdaq Listing Rule 5605(a)(2) and whether the candidate satisfies other qualification requirements for service on committees of the Board. The Nominating and Governance Committee does not have a formal policy specifying how diversity of background and personal experience should be applied in identifying or evaluating director candidates, and a candidate's background and personal experience, while important, does not necessarily outweigh other attributes or factors the Nominating and Governance Committee considers in evaluating candidates. After the Annual Meeting, assuming the director nominees herein are elected to the Board, two of our six directors will self-identify as female and one director who will self-identify as an “underrepresented minority.” In the case of incumbent directors whose terms of office are set to expire, the Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence.

All of our directors bring to the Board a wealth of executive leadership experience. Below we identify and describe the key experience, qualifications, and skills our directors bring to the Board that are important in light of our businesses and structure. The directors’ experiences, qualifications, and skills that the Board considers in their re-nominations are included in their individual biographies.

Nominees for Election as Directors at this Annual Meeting

Skills Matrix

Our Nominating and Governance Committee utilizes a skills matrix as part of the Board’s annual evaluation, succession planning, and director nomination process. The goal is to ensure that the Board collectively possesses the relevant skills and backgrounds for effective governance, meaningful strategic planning and strong leadership that enhances financial performance and builds stakeholder value. The following skills matrix shows a summary of the skills and core competencies of our director nominees and continuing directors and should not be considered to be a complete list of each director’s strengths and contributions to the Board.

Nominees for Election

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Mr. McBee, Ms. Bejar, Mr. Sansom, Mr. Stone, Mr. Tucci and Ms. Walsh for election to the Board to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. Each of the nominees is currently a member of our Board of Directors. Mr. Tucci joined our Board in September 2025 and is standing for election to our Board for the first time. Mr. Tucci was initially identified as a potential director nominee by a director. The Nominating and Governance Committee then assessed the candidacy of Mr. Tucci in light of the director criteria included in our Corporate Governance Guidelines. Each member of the Nominating and Governance Committee, as well as certain other directors, interviewed Mr. Tucci. Following these interviews, the Board of Directors met, discussed and approved the appointment of Mr. Tucci to the Board of Directors. The nominees for election have consented to be named in this Proxy Statement and to serve as directors if elected. If any of the nominees are unable or unwilling for good cause to serve as directors if elected (which is not anticipated), the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors serving on the Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has developed corporate governance practices to help it fulfill its responsibility to stockholders to oversee the work of management in the conduct of the Company’s business and to seek to serve the long-term interests of stockholders. The Company’s corporate governance practices are memorialized in our Corporate Governance Guidelines which direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, composition of the Board’s standing committees, stockholder communications with the Board, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available on our website at investors.sportsmans.com.

Annual Board Evaluation

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Governance Committee, the Nominating and Governance Committee oversees an annual evaluation of the performance of the Board and each of its committees in order to assess the overall effectiveness of the Board and its committees. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. The effectiveness of individual directors is considered each year when the directors stand for re-nomination

Director Independence

Our Board has determined that each of Mses. Bejar and Walsh and Messrs. McBee, Sansom and Tucci qualify as an “independent director” under Nasdaq Listing Rule 5605(a)(2). Mr. Stone does not currently qualify as an independent director because he is employed as our President and Chief Executive Officer. In addition, our Board previously affirmatively determined that Steven Becker qualified as independent director during the period of fiscal year 2025 that he served on our Board. Mr. Becker resigned from our Board on September 5, 2025.

In making its independence determinations, our Board considered the relationships that each of these non-employee directors has with the Company, including the transactions listed below, and all other facts and circumstances our Board deemed relevant in determining their independence. As required under applicable Nasdaq rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Meetings and Attendance

During fiscal year 2025, our Board held ten meetings, the Audit Committee held four meetings, the Compensation Committee held seven meetings and the Nominating and Governance Committee held four meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal year 2025.

It is the Board’s policy to encourage directors to attend each annual meeting of stockholders, either in person or telephonically. Our Board expects each director to attend the Annual Meeting. All of our then-current directors attended our 2025 annual meeting of stockholders.

Board Leadership and Structure

Our Corporate Governance Guidelines provide that the Board will exercise its discretion in combining or separating the offices of the Chair of the Board and the Chief Executive Officer, based on the Board’s judgment of the best interests of the Company and its stockholders from time to time. The Board recognizes that the roles of Chief Executive Officer and Chair of the Board are distinct. While the Chief Executive Officer is responsible for setting our strategic direction and for our day-to-day leadership and performance, the Chair of the Board provides guidance to the Chief Executive Officer and

sets the agenda for, and presides over, meetings of the Board. The Board believes that participation of the Chief Executive Officer as a director, while keeping the roles of Chief Executive Officer and Chair of the Board separate, provides the proper balance between independence and management participation at this time. Mr. Stone currently serves as our Chief Executive Officer and Mr. McBee currently serves as our independent Chair of the Board.

Board’s Role in Risk Oversight

One of the principal functions of our Board is to provide oversight concerning the assessment and management of risk related to our business. The Board is involved in risk oversight through direct decision-making authority with respect to fundamental financial and business strategies and major corporate activities, including material acquisitions and financings, as well as through its oversight of management and the committees of the Board. Management is responsible for identifying the material risks facing the Company, implementing appropriate risk management strategies and ensuring that information with respect to material risks is shared with the Board or the appropriate Board committee. In connection with this responsibility, members of management provide regular reports to the Board regarding business operations and strategic planning, financial planning and budgeting and regulatory matters, including any material risk to the Company relating to such matters.

The Board has delegated oversight for specific areas of risk exposure to committees of the Board as follows:

At each regular meeting of our Board, the chairperson of each committee reports to the full Board regarding the matters reported and discussed at any committee meetings, including any matters relating to risk assessment or risk management. Upon the request of the committees, our Chief Executive Officer and Chief Financial Officer attend meetings of these committees when they are not in executive session, and often report on matters that may not be otherwise addressed at these meetings. Also, at least annually the Board receives an update relating to cybersecurity risks facing the Company and the steps that the Company has taken in order to address these risks. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held. Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure as described under “Board Leadership and Structure” above.

Compensation Risk Assessment

We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to encourage unnecessary or excessive risk taking that could have a material adverse effect on the Company. In addition, the Compensation Committee believes the mix and design of the elements of our executive compensation program do not encourage management to assume unnecessary or excessive risks that could have a material adverse effect on the Company.

Insider Trading Policy

We have an insider trading policy (our “Insider Trading Policy”) and procedures that govern the purchase, sale and other dispositions of our securities by our employees, directors and consultants who are advised by our Chief Financial Officer. We believe the Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. In addition, it is the Company’s practice to comply with the applicable laws and regulations relating to insider trading. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended January 31, 2026.

Policy on Hedging and Pledging

The Company recognizes that hedging against losses in Company stock is not appropriate or acceptable trading activity for individuals employed by or serving the Company. The Company has incorporated prohibitions on various hedging activities within its insider trading policy, which policy applies to directors, officers and employees. The policy prohibits all directors, officers and employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities. The policy also prohibits pledging any Company stock or equity awards as collateral for any margin account, or other form of credit arrangement.

Committees of the Board of Directors

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. All committee members are independent directors and meet the independence requirements under Nasdaq for the applicable committee on which they serve. In addition, each member of the Audit Committee also meets the independence requirements under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and satisfies the additional financial literacy requirements of the Nasdaq rules. Our Board has also determined that each member of the Compensation Committee satisfies the additional independence requirements specific to compensation committee membership under applicable rules of Nasdaq. In making this determination, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee.

The charters of these committees are available on our website at investors.sportsmans.com.

The current composition of each of our three standing committees is set forth below. Mr. Stone, our President and Chief Executive Officer, does not serve on any committees of the Board.

Audit Committee

Our Audit Committee is responsible for, among other things:

Our Board has determined that Ms. Walsh qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

Compensation Committee

Our Compensation Committee is responsible for, among other things:

The Compensation Committee has the power to appoint, from among its members, subcommittees, each of which may have (as determined by the Compensation Committee) the full power of the Compensation Committee; provided, however, that the Compensation Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Compensation Committee as a whole. Each such subcommittee shall consist of at least two members of the Compensation Committee that have been determined to be “non-employee

directors.” The Compensation Committee has not delegated and has no current intention to delegate any of its authority with respect to determining executive officer compensation to any subcommittee. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee may consider, among other things, the recommendations of the Chief Executive Officer and other officers.

Prior to March 2026, our Compensation Committee engaged the services of Frederic W. Cook & Co. (“FW Cook”), a compensation consulting firm, to advise the Compensation Committee regarding the amount and types of compensation that we provide to our executives and directors and how our compensation practices compare to the compensation practices of other selected companies. In March 2026, after a thorough review of several compensation consultants, the Compensation Committee engaged Willis Towers Watson Public Limited Company (“WTW”) to advise on the amount and types of compensation that we provide to our executives and directors and how our compensation practices compare to the compensation practices of other selected companies going forward. Neither FW Cook nor WTW provides any services to us other than the services provided to the Compensation Committee. The Compensation Committee believes that each of FW Cook and WTW does not have any conflicts of interest in advising the Compensation Committee under applicable SEC rules or Nasdaq listing standards. The Compensation Committee has assessed the independence of each of FW Cook and WTW pursuant to SEC rules and Nasdaq listing standards and concluded that no conflict of interest exists that would prevent FW Cook or WTW from independently representing the committee.

Nominating and Governance Committee

Our Nominating and Governance committee is responsible for, among other things:

Director Candidates Recommended by Stockholders

The Nominating and Governance Committee will consider director candidates recommended by stockholders. Properly communicated stockholder-recommended director candidates will be considered in the same manner and using the same criteria as used for any other director candidate. To be properly communicated, stockholders desiring to recommend candidates for consideration by the Nominating and Governance Committee and the Board should submit their recommendation in writing to the attention of the Secretary, Sportsman’s Warehouse Holdings, Inc., 1475 West 9000 South, West Jordan, Utah 84088, no later than the January 1st prior to the next annual meeting of stockholders, together with all information about the stockholder and the candidate that would be required if the stockholder was nominating the candidate for election to the Board. For additional information on such requirements, see “Proposals of Stockholders and Director Nominations for 2027 Annual Meeting.” The Nominating and Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the

eligibility and qualification of the director candidate to serve as a member of the Board. For a discussion of the factors and other criteria the Nominating and Governance Committee and Board will consider when evaluating a director candidate, see “Proposal 1—Election of Directors.”

Please note that stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Governance Committee as described above) must deliver written notice to our Secretary as described further under “Proposals of Stockholders and Director Nominations for 2027 Annual Meeting.”

Stockholder Engagement

The Board and management team value stockholder perspectives and maintain ongoing, proactive engagement with stockholders throughout the year. Our Investor Relations team, executive leadership team, and members of our Board regularly meet with current and prospective stockholders and research analysts to discuss various topics, including the Company’s strategy and performance. The management team also participates in industry conferences and non-deal roadshows, engaging both in person and virtually.

In addition, prior to the 2026 Annual Meeting, management and the Chair of our Compensation Committee conducted stockholder outreach to solicit feedback. We contacted investors representing approximately 33.2% of our then-outstanding shares, with the majority participating in meeting with us.

These meetings included focused discussion on our proposal to increase our shares available to fund equity awards, as well as discussions regarding our ongoing business transformation and recent reconstitution of our management team. Following these engagements, we shared feedback received with our Board and relevant Board committees. See the section below titled “Proposal 3—Approval of the Sportsman’s Warehouse Holdings, Inc. Second Amended and Restated 2019 Performance Incentive Plan” for a summary of stockholder feedback from these conversations.

Communications with the Board of Directors

Individuals may contact our entire Board, an individual director, the independent directors as a group, any Board committee or any Chairperson of any Board committee by sending a written communication to the Board, the individual director, the independent directors as a group, any Board Committee or any Chairperson of any Board committee in care of:

Sportsman’s Warehouse Holdings, Inc.

Attn: Secretary

1475 West 9000 South

West Jordan, Utah 84088

Each communication must set forth the name and address of the stockholder on whose behalf the communication is sent and should be addressed to the Board, any such individual director, the independent directors as a group, Board committee or Chairperson of any Board committee by either name or title. Each communication will be reviewed by the Company’s Secretary to determine whether it is appropriate for presentation to the directors. Junk mail, job inquiries, business solicitations, or hostile communications will not be presented. In addition, if requested by stockholders, when appropriate, the Lead Independent Director will also be available for consultation and direct communication with stockholders.

Code of Conduct and Ethics

The Company has adopted a Code of Conduct and Ethics applicable to our employees, directors, and officers. This Code of Conduct and Ethics is applicable to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The code is available on our website at investors.sportsmans.com. If we ever were to amend or waive any provision that applies to our executive officers or directors, we intend to promptly disclose any such amendments or waivers on our website at investors.sportsmans.com, rather than by filing a Current Report on Form 8-K.

EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth certain information regarding our executive officers as of the date of this Proxy Statement:

See “Proposal 1—Election of Directors—Nominees for Election as Directors at this Annual Meeting" for information concerning the business experience of Mr. Stone. Information concerning the business experience of our other executive officer is set forth below.

Jennifer Fall Jung has served as our Chief Financial Officer and Secretary since August 2025. Ms. Fall Jung, previously served as the Executive Vice President, Chief Financial Officer of The Duckhorn Portfolio, Inc., a formerly publicly traded company that sells luxury wines, from June 2023 to April 2025. From August 2019 to February 2023, Ms. Fall Jung served as Chief Financial Officer of Funko, Inc., a consumer goods company focused on licensed collectables, accessories and apparel. Prior to that role, Ms. Fall Jung held a variety of roles at The Gap, Inc., a multinational clothing retailer, including Senior Vice President, Corporate Finance and Investor Relations from January 2017 to March 2018. From November 2012 to January 2017, she served as Chief Financial Officer and Senior Vice President of Old Navy Global Stores and Online, a division of The Gap, and Head of International of Old Navy Global. Ms. Fall Jung has more than two decades of corporate finance and investor-focused public company experience. Ms. Fall Jung earned an MBA and a BS in business administration from San Diego State University.

There are no family relationships between or among any of our executive officers or directors.

EXECUTIVE COMPENSATION

Overview

We currently qualify as a “smaller reporting company” under Item 10(f) of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program than companies that are not smaller reporting companies, our Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe our compensation program for the fiscal year ended January 31, 2026 (sometimes referred to as fiscal year "2025”) for our named executive officers (our “NEOs”). Our NEOs for fiscal year 2025 are:

We did not have any other “executive officers” (as defined in Rule 3b-7 under the Exchange Act) during fiscal year 2025.

Executive Summary

The important features of our executive compensation program include the following:

Advisory Vote on Named Executive Officer Compensation, "Say-on-Pay"

At last year’s annual meeting of stockholders, approximately 94% of votes cast approved the “say-on-pay” proposal regarding the compensation awarded to our named executive officers. We take the views of our stockholders seriously and view this result, which was substantially higher than our prior year’s result, as evidence that our stockholders generally approve of the direction of our executive compensation program.

Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation, "Say-on-Frequency"

At our 2020 annual meeting of stockholders, our stockholders indicated their approval of the recommendation that we solicit a say-on-pay vote on an annual basis (such vote on the frequency of the say-on-pay vote is commonly referred to as a “say-on-frequency” vote). A "say-on-frequency" vote is a non-binding, advisory vote that enables stockholders to express their preference as to how often they would like companies to hold an advisory vote on executive compensation. We have adopted a policy that is consistent with that preference and, accordingly, we are holding a say-on-pay vote at this year's annual meeting. A “say-on-frequency” vote is required every six years, and as such, we are holding a say-on-frequency vote during this year's annual meeting as well.

Objectives, Philosophy and Elements of Executive Compensation

Our compensation program aims to achieve the following main objectives:

Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based bonuses and long-term incentive compensation (both cash-based and equity-based). We also provide some of our executive officers with benefits available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans.

Use of Competitive Market Compensation Data

The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, in fiscal year 2025, the Compensation Committee directed FW Cook to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete or are considered specialty retailers.

In fiscal year 2025, FW Cook proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers based on Sportsman’s Warehouse’s industry focus and size based on employee headcount, revenues and market capitalization. The peer group with respect to fiscal year 2025 is as follows:

Using data compiled from the peer companies, FW Cook completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for fiscal year 2025. FW Cook prepared, and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, annual incentives, equity compensation, total target cash compensation (base salary and the target annual incentive) and total direct compensation (total target cash compensation and equity compensation) with respect to each of our named executive officers. The Compensation Committee did not target pay at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making fiscal year 2025 compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

Fiscal Year 2025 Executive Compensation Program

Base Salary

In connection with Mr. Stone's appointment as Chief Executive Officer in November 2023, he entered into an employment agreement, pursuant to which his annual base salary was set at $1,100,000, and his salary remained at that level for fiscal 2025. In connection with Ms. Fall Jung's appointment as Chief Financial Officer in August 2025, she entered into an employment agreement, pursuant to which her annual base salary was set at $600,000.

During the portion of fiscal year 2025 that Mr. White was employed by us, his annual base salary was $504,000.

Annual Performance Bonus

The Company maintains an annual bonus program, pursuant to which our executives may earn cash bonuses based on upon the achievement of corporate performance goals. Mr. Stone's employment agreement provides for a target annual bonus opportunity of 150% of his annual base salary. Ms. Fall Jung’s employment agreement provides for a target annual bonus opportunity of 75% of her annual base salary. Prior to his termination of employment, Mr. White was eligible for a target bonus opportunity equal to 75% of his annual base salary.

For fiscal year 2025, we maintained an annual bonus program (the “FY 2025 Bonus Program”), pursuant to which Mr. Stone, Ms. Fall Jung and Mr. White were eligible to earn a cash bonus based upon the achievement of certain corporate goals, which consisted of “Adjusted EBITDA” goals, "Margin" goals, and “Sales” goals, with such goals weighted 40%, 40%, and 20%, respectively, as set forth below:

For purposes of the 2025 performance bonuses, “Adjusted EBITDA” is net (loss) income of the Company as determined in accordance with GAAP plus interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, executive transition and severance costs, impairment costs and other expenses that we do not believe are indicative of our ongoing expenses, along with any other adjustments to net (loss) income disclosed by the Company in its filings with the Securities and Exchange Commission to determine Adjusted EBITDA. “Margin” is gross profit divided by net sales, in each case as determined in accordance with GAAP. "Sales" is net sales as determined in accordance with GAAP.

In March 2026, the Compensation Committee approved reducing each of the “Adjusted EBITDA” goals, "Margin" goals, and “Sales” goals for the FY 2025 Bonus Program by $2,830,000 in order to account for the impact of a reward programs correction that we reported in fiscal year 2025 but that related to fiscal years prior to fiscal year 2025. The modified goals for the FY 2025 Bonus Program are reflected in the table above.

In March 2026, the Compensation Committee also reviewed the Company’s achievement against the modified goals and determined that for fiscal year 2025, Adjusted EBITDA was $27,460,000, Margin was $373,522,000 and Sales were equal to $1,209,182,000. Based on this achievement, bonuses under the FY 2025 Bonus Program were paid out at the level of 23.3% of participants’ target bonus opportunity; however, Ms. Fall Jung’s bonus was prorated based on the number of days she was employed by the Company in fiscal year 2025. Mr. Stone received a bonus of $384,450 and Ms. Fall Jung received a bonus of $48,104. Mr. White forfeited his eligibility to receive, and did not receive, an annual bonus payment under the FY 2025 Annual Bonus Program due to his separation from the Company prior to the payment of bonuses.

Fiscal Year 2025 Long-Term Compensation: Cash Awards

Mr. Stone and Mr. White were each granted a cash-based long-term incentive plan award (“FY 2025 Cash LTIP Award”) on March 26, 2025. Ms. Fall Jung was granted an FY 2025 Cash LTIP Award on August 18, 2025. As shown in the table below, the FY 2025 Cash LTIP Awards were based on the achievement of goals relating to “Same Store Sales Growth Percentage” ("SSS %") and Adjusted Net Loss weighted 50% and 50%, respectively. Mr. Stone’s, Ms. Fall Jung's and Mr. White’s target awards were $940,000, $500,000 and $375,000, respectively. Each FY 2025 Cash LTIP Award provides the opportunity to earn between 0% and 200% of the target award, depending on performance. The FY 2025 Cash LTIP Award is structured such that there are separate goals for each of fiscal years 2025, 2026 and 2027, with one-third of the award allocated to each fiscal year (or in the case of Ms. Fall Jung, 20% allocated to fiscal year 2025 and 40% allocated to

each of fiscal years 2026 and 2027), and with performance interpolated between threshold and target, and between target and maximum for each year. The portion of the FY 2025 Cash LTIP Award that is deemed eligible to vest with respect to a particular fiscal year will vest on the third anniversary of the grant date (or in the case of Ms. Fall Jung, on April 30, 2028) and be paid within 30 days thereafter, subject to the executive’s continued service though the vesting date. The goals for fiscal year 2025 are set forth in the table below, and the goals for fiscal years 2026 and 2027 were set in a manner intended to be challenging.

For purposes of the FY 2025 Cash LTIP Awards, “Adjusted Net Loss” means net (loss) income of the Company as determined in accordance with GAAP and reflected on the Company’s consolidated statement of income, plus executive transition costs, cancelled contract expenses, legal expenses, valuation allowance, impairment costs, and income tax expense (benefit), along with any other adjustments to net (loss) income disclosed by the Company in its filings with the Securities and Exchange Commission to determine Adjusted Net Loss. “Same Store Sales Growth Percentage” means (i) Same Store Sales for the current fiscal year less Same Store Sales for the prior fiscal year, divided by (ii) Same Store Sales for the prior fiscal year. “Same Store Sales” means, for any fiscal year period, net sales from stores beginning with the first day of the 13th full fiscal month following the store’s grand opening or acquisition by the Company. Net sales from stores that were closed during the period are excluded from same store sales calculation. Net sales from e-commerce are included in same store sales. For fiscal years consisting of 53 weeks, net sales during the identified non-comparable week are excluded from calculation of same store sales. Same Store Sales also includes any other adjustments disclosed by the Company in its filings with the Securities and Exchange Commission to determine same store sales.

In March 2026, the Compensation Committee reviewed the Company’s achievement against these goals and determined that for fiscal year 2025, SSS % was 1.0%, and Adjusted Net Loss was $(21,309). Based on this achievement, 25% of the portion of the target amount of Mr. Stone’s and Ms. Fall Jung’s FY 2025 Cash LTIP award that relates to fiscal year 2025 was deemed eligible to vest and will be paid out on March 26, 2028 (or in the case of Ms. Fall Jung on April 30, 2028), subject to continued employment through the payment date. Mr. White’s entire FY 2025 Cash LTIP Award was forfeited without consideration upon his separation.

Certification of Fiscal Year 2024 Long-Term Compensation: Cash Awards

Both Mr. Stone and Mr. White were granted a cash-based long-term incentive plan award (“FY 2024 Cash LTIP Award”) on April 1, 2024. As shown in the table below, the FY 2024 LTIP Award was based on the achievement of goals relating to

Adjusted EBITDA Margin and Leverage Ratio weighted 50% and 50%, respectively. Mr. Stone’s and Mr. White’s target awards are $1,000,000 and $500,000, respectively. Each FY 2024 Cash LTIP Award provides for the opportunity to earn between 0% and 200% of the target award, depending on performance. The FY 2024 LTIP Award is structured such that there are separate goals for each of fiscal years 2024, 2025 and 2026, with one-third of the award allocated to each fiscal year, and with performance interpolated between threshold and target, and between target and maximum for each year. The portion of the FY 2024 Cash LTIP Award that is deemed eligible to vest with respect to a particular fiscal year will vest on the third anniversary of the grant date and be paid within 30 days thereafter, subject to the executive’s continued service though the vesting date. The performance goals and payout schedule for the portion of each FY 2024 Cash LTIP Award that relates to fiscal year 2025 are set forth below. In March 2026, the Committee reviewed the Company’s achievement against these performance goals and determined that for fiscal year 2025, neither the Adjusted EBITDA Margin threshold nor the Leverage Ratio threshold were met. As such, no portion of Mr. Stone’s FY 2024 Cash LTIP Award related to fiscal year 2025 became eligible to vest and be paid out, demonstrating our commitment to aligning pay and performance. With respect to Mr. White, his FY 2024 Cash LTIP Award was forfeited in its entirety without consideration upon the date of his termination of employment with us.

Other Bonuses

In connection with Ms. Fall Jung's appointment as Chief Financial Officer in August 2025, she entered into an employment agreement, pursuant to which she received a $75,000 signing bonus payable in three equal installments, the first of which was paid during fiscal year 2025 upon her start date with the Company.

Fiscal Year 2025 Equity Grants in 2025

Time-Based Awards

In March 2025, we granted 200,000 and 110,000 time-based restricted stock units to Mr. Stone and Mr. White, respectively, which vest in three substantially equal installments on March 26, 2026, March 26, 2027, and March 26, 2028, subject to continued employment with us. All of such restricted stock units granted to Mr. White were forfeited without consideration upon the date of his termination of employment with us.

In connection with her joining the Company, and pursuant to terms of her employment agreement, Ms. Fall Jung was granted 125,000 time-based restricted stock units in August 2025, which vest in three substantially equal installments on August 18, 2026, August 18, 2027, and August 18, 2028, subject to continued employment with us.

Performance-Based Awards

In August 2025, we granted performance-based restricted stock units to Ms. Fall Jung in connection with her joining the Company, and pursuant to the terms of her employment agreement. Such restricted stock units were eligible to vest between 0% and 100% of the target number of restricted stock units (which is equal to 125,000 restricted stock units) based on Adjusted EBITDA for the fiscal years 2025 and 2026, with 25% of the total target number of restricted stock units corresponding to the fiscal year 2025 performance period and 75% corresponding to the fiscal year 2026 performance period. Any of the performance-based restricted stock units that become eligible to vest for the fiscal year 2025 or fiscal year 2026 performance periods vest on April 30, 2027, subject to continued employment with us. The performance targets and the number of restricted stock units that may become eligible to vest based on performance for the fiscal year 2025 performance period are set forth below.

In March 2026, the Compensation Committee determined that, because the actual level of Adjusted EBITDA (as defined above) for fiscal year 2025 was $27,460,000, the Company did not achieve the required performance for any portion of Ms. Fall Jung’s performance-based restricted stock units that relate to the fiscal year 2025 performance period to become eligible to vest; as a result, 31,250 of the target performance stock units were forfeited. We believe that this demonstrates our commitment to a pay-for-performance philosophy.

In March 2026, the Compensation Committee also amended the maximum number of performance-stock units granted to Ms. Fall Jung in August 2025 that could become eligible to vest based on performance for the fiscal year 2026 performance period from 100% of the target number of restricted stock units that correspond to the fiscal year 2026 performance period to 200% of such target number of restricted stock units. In addition, the Compensation Committee established the Adjusted EBITDA targets, which were set in a manner intended to be challenging, and number of restricted stock units that may become eligible to vest based on achievement of Adjusted EBITDA for the fiscal year 2026 performance period.

Other Features of Our Executive Compensation Program

Employment Agreements

On September 22, 2023, we entered into an employment agreement with Mr. Stone and on August 4, 2025 we entered into an employment agreement with Ms. Fall Jung, the terms for both of which are described in more detail below in the section titled, “Employment Agreements with our Named Executive Officers.” We did not maintain an employment agreement with Mr. White.

Separation Arrangements

In connection with Mr. White’s separation from the Company, we entered into a Separation Agreement (as defined below) with him in August 2025, as described in more detail below in the section titled “Potential Payments Upon Termination or Change in Control.”

Severance and Change in Control Benefits

Mr. Stone's employment agreement referenced in the preceding section and the award agreements for his equity awards provide for certain benefits to be paid to him in connection with a termination of his employment. In addition, Ms. Fall Jung's employment agreement referenced in the preceding section and the award agreements for her equity awards provide for certain benefits to be paid to her in connection with a termination of her employment. In addition, Mr. White has received and continues to receive certain severance benefits pursuant to his Separation Agreement. Such benefits are described below in the section titled “Potential Payments Upon Termination or Change in Control.”

Other Benefits

Mr. Stone and Ms. Fall Jung are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled "Defined Contribution Plan." We do not generally provide perquisites or personal benefits to our named executive officers.

Clawback Policy

We maintain a clawback policy that complies with the relevant requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and related stock exchange listing standards. In addition, both time-based and performance-based cash and equity awards (whether short-term or long-term) are subject to an additional clawback policy that applies to cash or stock that vests or is received by Section 16 officers and certain other executives within 36 months prior to the date on which we are required to prepare an accounting restatement, to the extent that a lesser amount would have vested or been received absent the restatement.

SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2025 and 2024

The following table presents information regarding compensation of Messrs. Stone, White and Ms. Fall Jung, our only executive officers during fiscal year 2025, for services rendered during fiscal years 2025 and 2024. These individuals are referred to in this Proxy Statement as our “named executive officers.”

OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of January 31, 2026, including the vesting dates for the portions of these awards that had not vested as of that date.

The awards set forth in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table above are restricted stock unit awards granted to Mr. Stone and Ms. Fall Jung under the terms of our Amended 2019 Plan, which are described below under “—Equity Incentive Plans.” Each restricted stock unit represents a contractual right to receive one share of our Common Stock if the applicable time-based or performance-based vesting requirements, outlined in the footnotes to the table above, are satisfied. Mr. Stone and Ms. Fall Jung do not have the right to vote or dispose of the restricted stock units, but, in the event we pay dividends with respect to our Common Stock, Mr. Stone and Ms. Fall Jung would be

credited with additional restricted stock units as dividend equivalents that are subject to the same vesting and payment terms as the underlying stock units. The unvested portions of the restricted stock unit awards are subject to accelerated vesting in certain circumstances as discussed below.

EMPLOYMENT AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

The following describes the material terms of the employment agreements that we have entered with Mr. Stone and Ms. Fall Jung.

Employment Agreement with Paul Stone

Term. On September 22, 2023, we entered into an employment agreement with Mr. Stone, our President and Chief Executive Officer. The employment agreement provides for an indefinite term that commenced on November 1, 2023 and continues until terminated by either party. Mr. Stone's employment with us is on an at-will basis, terminable by us or by Mr. Stone at any time (subject to certain notice requirements of the employment agreement) and for any reason, subject to the severance provisions discussed below under the heading “—Potential Payments Upon Termination or Change in Control.”

Base salary. Mr. Stone's employment agreement provides for an annual base salary of $1,100,000 subject to review and increases by the Company in its sole discretion.

Annual bonus. During the term of the employment agreement, Mr. Stone is eligible to receive an annual performance bonus, payable in cash, for each fiscal year during the term of the employment agreement. Mr. Stone's target bonus for a fiscal year is equal to 150% of his base salary beginning with fiscal year 2024, with the actual amount of his bonus for the year determined by our Compensation Committee. Mr. Stone’s annual bonus for fiscal year 2023 was guaranteed at the full target amount of 150% of his base salary, pro-rated based on his start date of November 1, 2023.

Special bonus. Pursuant to the employment agreement, Mr. Stone received a one-time signing bonus of $350,000 payable on November 1, 2023, subject to repayment if within 12 months of the date of the employment agreement the Company terminated his employment for “gross misconduct” or Mr. Stone voluntarily resigned for other than “good reason” (as such terms are defined in the employment agreement).

Equity awards. Pursuant to the employment agreement, Mr. Stone received a time-based restricted stock unit with a value of $1.7 million based on the closing price of our common stock on November 1, 2023 under our Inducement Plan, which will vest over three years in three equal installments on each of November 1, 2024, November 1, 2025 and November 1, 2026, subject to continued employment. As a signing bonus, on May 1, 2024, Mr. Stone was granted time-based restricted stock units with a value of $400,000, based on the closing price of our common stock on the grant date under our Inducement Plan, which will vest over three years in three equal installments on May 1, 2025, May 1, 2026 and May 1, 2027, subject to continued employment. As part of the annual equity awards granted to our executive officers in 2024, Mr. Stone was granted (A) time-based RSUs with a value of $1.25 million based on the closing price of our common stock on the grant date under our Amended 2019 Plan, which will vest over three years in three equal installments on each of the first, second and third anniversary of the grant date, and (B) performance-based RSUs with a grant date fair value of $1.25 million under our Amended 2019 Plan, which will vest over a three-year period based on performance metrics to be determined at the time of grant.

Other compensation. The employment agreement also provides for Mr. Stone to participate in our employee benefit plans for senior executives generally, reimbursement of business expenses, and reimbursement of an annual physical exam. Mr. Stone was also eligible to receive reimbursement up to $90,000 for reasonable relocation expenses and legal fees related to the negotiation of his Employment Agreement.

Provisions of Mr. Stone’s employment agreement relating to severance benefits are discussed under “—Potential Payments Upon Termination or Change in Control.”

Employment Agreement with Jennifer Fall Jung

Term. On August 4, 2025, we entered into an employment agreement with Ms. Fall Jung, our Chief Financial Officer. The employment agreement provides for an indefinite term that commenced on August 18, 2025 and continues until terminated by either party. Ms. Fall Jung's employment with us is on an at-will basis, terminable by us or by Ms. Fall Jung at any time (subject to certain notice requirements of the employment agreement) and for any reason, subject to the severance provisions discussed below under the heading “—Potential Payments Upon Termination or Change in Control.”

Base salary. Ms. Fall Jung's employment agreement provides for an annual base salary of $600,000 subject to review and increases by the Company in its sole discretion.

Annual bonus. During the term of the employment agreement, Ms. Fall Jung is eligible to receive an annual performance bonus, payable in cash, for each fiscal year during the term of the employment agreement. Ms. Fall Jung's target bonus for a fiscal year is equal to 75% of her base salary beginning with fiscal year 2025, with the actual amount of her bonus for the year determined by our Compensation Committee. Any annual bonus payable to Ms. Fall Jung for fiscal year 2025 will be prorated based on the number of days she was employed by the Company during fiscal year 2025.

Special bonus. Pursuant to the employment agreement, Ms. Fall Jung received a one-time signing bonus of $75,000 payable in three equal installments, with the first paid on her start date, the second six months thereafter, and the third on the one-year anniversary of her start date, in each case subject to her remaining employed by the Company through the payment date.

Long-Term cash incentive award. The employment agreement also provides that subject to approval by the Board or a committee thereof, Ms. Fall Jung will receive a long-term cash incentive award opportunity in a target amount equal to $500,000 that will vest on April 30, 2028, based on the achievement of performance goals, and subject to her continued employment through the vesting date.

Equity awards. Pursuant to the employment agreement, Ms. Fall Jung received a time-based restricted stock unit award consisting of 125,000 units on August 18, 2025 under our Amended 2019 Plan, which will vest over three years in three equal installments on each of August 18, 2026, August 18, 2027, and August 18, 2028, subject to continued employment. Additionally, Ms. Fall Jung received a performance-based restricted stock award consisting of 125,000 target units, which are eligible to vest based on Adjusted EBITDA for fiscal years 2025 and 2026, with 25% of the total target number of restricted stock units subject to the award corresponding to fiscal year 2025 and 75% of the total target number of restricted stock units corresponding to fiscal year 2026.

Other compensation. The employment agreement also provides for Ms. Fall Jung to participate in our employee benefit plans for senior executives generally and reimbursement of business expenses.

Provisions of Ms. Fall Jung’s employment agreement relating to severance benefits are discussed under “—Potential Payments Upon Termination or Change in Control.”

Equity Incentive Plans

Amended and Restated 2019 Performance Incentive Plan

We maintain the Amended 2019 Plan, to provide an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. Our stockholders approved this plan in May 2024. Employees, officers, directors and consultants that provide services to us or one of our subsidiaries may be selected to receive awards under the Amended 2019 Plan.

Amended and Restated Employee Stock Purchase Plan

In April 2015, our Board adopted the Sportsman’s Warehouse Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”). In April 2024, our Board adopted the Amended and Restated Employee Stock Purchase Plan (the “Amended ESPP”). Our stockholders approved the Amended ESPP in May 2024. Under the Amended ESPP, shares of our Common Stock are available for purchase by eligible employees who elect to participate in the ESPP. Our Board believes that the Amended ESPP helps the Company retain and motivate eligible employees and helps further align the interests of eligible employees with those of the Company’s stockholders.

Inducement Plan

On September 21, 2023, the Board adopted and approved the Sportsman’s Warehouse Holdings, Inc. Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 shares of the Company’s common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company (or following a bona fide period of non-employment), as an inducement material to the individual’s entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4).

The Inducement Plan was adopted and approved without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board (the “Compensation Committee”). Awards under the Inducement Plan may only be granted by: (i) the Compensation Committee, provided such committee is comprised solely of “independent directors” (as defined by Nasdaq Listing Rule 5605(a)(2)) or (ii) a majority of the Company’s “independent directors.” The Inducement Plan provides for the grant of options, stock appreciation rights, restricted stock, stock bonuses, stock units, restricted stock units, performance stock, deferred shares, phantom stock, dividend equivalent rights and other cash or share-based awards. In addition, forms of Restricted Stock Unit Award Agreement were adopted and approved for use with the Inducement Plan.

The Inducement Plan was terminated on May 30, 2024 upon approval of the Amended 2019 Plan by the Company’s stockholders. No other awards may be granted under the Inducement Plan.

Potential Payments Upon Termination or Change in Control

The following section describes the benefits that may become payable to Mr. Stone and Ms. Fall Jung in each case in connection with a termination of the named executive officer's employment and/or a change in control of us under the circumstances described below.

Paul Stone

Mr. Stone's employment agreement, which is described under the heading “—Employment Agreements with Our Named Executive Officers,” and the award agreements for his equity awards provide for certain benefits to be paid to him in connection with a termination of his employment with us and/or a change in control under the following circumstances:

Termination of employment for death, incapacity or gross misconduct or without good reason. In the event that Mr. Stone's employment terminates during his employment term due to his death or incapacity or for gross misconduct, or by Mr. Stone without good reason (as such terms are defined in his employment agreement), Mr. Stone would be entitled to receive his base salary and paid personal time off accrued through the date of termination and payment of any unreimbursed business expenses (the “accrued obligations”).

Pursuant to the terms of the award agreements for Mr. Stone’s time-based restricted stock units received in fiscal year 2024, if Mr. Stone’s employment terminates due to his death or permanent disability (as such term is defined in the award agreement) between scheduled vesting dates for such restricted stock units, the next vesting tranche of the award that is scheduled to vest will immediately vest and the remaining unvested stock units will terminate.

Pursuant to the terms of the award agreement for Mr. Stone’s performance-based restricted stock units received in fiscal year 2024, if Mr. Stone’s employment had terminated due to his death or permanent disability (as such term is

defined in the award agreement) before the first anniversary of the grant date, Mr. Stone would have become fully vested at the end of the performance period in all the restricted stock units determined eligible to vest as if his employment or service had not been terminated. Any remaining unvested restricted stock units would have been terminated. The compensation committee determined that none of the performance-based restricted stock units received in fiscal year 2024 were eligible to vest because the threshold performance metrics were not achieved and that, as a result, such restricted stock units were terminated.

If Mr. Stone’s employment is terminated for gross misconduct, or by Mr. Stone without good reason (as such terms are defined in his employment agreement), any unvested time-based restricted stock units and any unvested performance-based restricted stock units shall terminate upon Mr. Stone’s termination of employment or service.

Termination of employment without gross misconduct or with good reason. In the event that Mr. Stone's employment is terminated by us during his employment term without gross misconduct or by Mr. Stone with good reason, Mr. Stone would be entitled to his accrued obligations and the following severance benefits: (1) a lump sum payment equal to 18 months of his then-current base salary (or of an assumed base salary of $1,100,000 if Mr. Stone’s then current base salary is less than $1,100,000); (2) a pro-rata portion of his target bonus for the year of termination; (3) any annual bonus for the immediately preceding year he has earned but not yet been paid; and (4) company-paid COBRA continuation coverage for him and his eligible dependents for up to 18 months following the termination date (or a taxable payment in lieu of such premium payments). Mr. Stone’s receipt of such severance benefits is conditioned on him timely signing and not revoking a separation agreement with us (which includes a release of claims) and complying with certain other conditions.

In addition, in the event Mr. Stone’s employment is terminated by the Company without gross misconduct (excluding due to his death or permanent disability), or by Mr. Stone for good reason, Mr. Stone’s time-based and performance-based equity awards that are unvested will terminate upon his termination, except as provided below under “—Change in Control.”

Change in Control. Pursuant to the terms of Mr. Stone’s employment agreement, in the event that Mr. Stone's employment is terminated by us or any successor entity without gross misconduct or by Mr. Stone with good reason, in either case, within 12 months after a change in control (as such term is defined in his employment agreement) of us, any time-based vesting conditions applicable to his equity awards will be considered satisfied, subject to Mr. Stone timely executing and not revoking a general release of claims in favor of us.

Pursuant to Mr. Stone's award agreements for his time-based restricted stock units received in fiscal year 2024, if Mr. Stone’s employment is terminated by us absent gross misconduct or without cause, as applicable, or by Mr. Stone with good reason, and such termination occurs on or within 12 months (or in the case of his time-based restricted stock units received on April 1, 2024, 24 months) after a change of control (as such terms are defined in the award agreement) of us, in addition to his benefits above under “Termination of employment without gross misconduct or with good reason”, any outstanding time-based restricted stock unit awards granted to him by us will become fully vested upon his termination.

Restrictive covenants. Mr. Stone also entered into an Employee Confidential Information and Inventions Assignment Agreement (the “CIIAA”) that contains certain restrictive covenants including a confidentiality and non-disclosure agreement, a twelve-month post-termination non-competition clause, a twelve-month post-termination non-solicitation of employees or independent contractors clause, and a non-disparagement clause.

Jennifer Fall Jung

Ms. Fall Jung’s employment agreement, which is described under the heading “—Employment Agreements with Our Named Executive Officers,” provides for certain benefits to be paid to her in connection with a termination of her employment with the Company and/or a change in control under the following circumstances:

Termination of employment for death, incapacity, gross misconduct or without good reason. In the event that Ms. Fall Jung’s employment is terminated due to her death or incapacity or by the Company for gross misconduct, or by Ms. Fall Jung without good reason (as such terms are defined in her employment agreement), Ms. Fall Jung would be entitled to receive her accrued obligations, consisting of accrued but unpaid base salary and any accrued but unused vacation (if applicable) through the date of termination, reimbursement of unreimbursed business expenses, and any vested benefits under applicable benefit plans. Ms. Fall Jung would not be entitled to any severance benefits or accelerated vesting of equity awards in such circumstances.

Pursuant to the terms of Ms. Fall Jung’s time-based restricted stock units received in fiscal year 2025, if Ms. Fall Jung’s employment terminates due to her death or permanent disability (as such term is defined in the award agreement) between scheduled vesting dates, the next vesting tranche of the award that is scheduled to vest will immediately vest and the remaining unvested stock units will terminate.

Pursuant to the terms of Ms. Fall Jung’s performance-based restricted stock units received in fiscal year 2025, if Ms. Fall Jung’s employment had terminated due to her death or permanent disability (as such term is defined in the award agreement) prior to the last day of fiscal year 2025, the restricted stock units that correspond to the fiscal year 2025 performance period would have remained eligible to vest based on actual performance, and any such restricted stock units deemed earned would immediately vest. The restricted stock units that relate to the fiscal year 2026 performance period would have been forfeited without consideration in such case. If Ms. Fall Jung’s employment terminates due to her death or permanent disability after the end of fiscal year 2025 and prior to April 30, 2027, all of the performance-based restricted stock units (whether they relate to the fiscal year 2025 performance period or the fiscal year 2026 performance period) would remain eligible to vest based on actual performance, and any such restricted stock units deemed earned would immediately vest. Any performance-based restricted stock units that did not vest based on actual performance would be forfeited without consideration.

Termination of employment without gross misconduct or with good reason. In the event that Ms. Fall Jung’s employment is terminated by the Company without gross misconduct or by Ms. Fall Jung with good reason (as such terms are defined in her employment agreement), Ms. Fall Jung would be entitled to receive her accrued obligations and, subject to her timely providing and not revoking a general release of claims in favor of the Company the following severance benefits: (1) a lump sum payment equal to 12 months of her then-current base salary, (2) payment of the premiums necessary for her and her eligible dependents (if any) to continue group health coverage under COBRA for up to 12 months, (3) payment of any annual bonus earned for the preceding year for which payment has not yet been received, and (4) payment of a pro-rated target annual bonus for the year in which the termination occurs. Except as otherwise provided below under “—Change in Control,” the treatment of Ms. Fall Jung’s equity awards will be governed by the terms of the applicable award agreements. Ms. Fall Jung’s receipt of such severance benefits is conditioned on her timely signing and not revoking a separation agreement with us (which includes a release of claims) and complying with certain other conditions.

Change in Control. In the event that Ms. Fall Jung’s employment is terminated by the Company without gross misconduct or by Ms. Fall Jung with good reason, in either case within 12 months following a change in control (as such term is defined in her employment agreement), in addition to the severance benefits described above, any time-based vesting conditions applicable to her outstanding equity awards will be considered satisfied as of the date of termination, subject to Ms. Fall Jung’s timely execution and non-revocation of a general release of claims in favor of the Company. Performance-based equity awards will be treated in accordance with the terms of the applicable award agreements.

Pursuant to Ms. Fall Jung’s award agreement for her time-based restricted stock units received in fiscal year 2025, if Ms. Fall Jung’s employment is terminated by us without cause or by Ms. Fall Jung with good reason, and such termination occurs on or within two years after a change of control (as such terms are defined in the award agreement) of us, any of such time-based restricted stock units then outstanding and unvested will become fully vested upon her termination of employment.

Pursuant to Ms. Fall Jung’s award agreement for the performance-based restricted stock units granted to her in August 2025, if (1) a change of control (as defined in the award agreement) occurs before April 30, 2027 (the “Vesting Date”) and before the date Ms. Fall Jung’s service with us terminates, and Ms. Fall Jung’s employment is terminated by us without cause or by Ms. Fall Jung with good reason (as such terms are defined in the award agreement) upon or following the change of control and before the Vesting Date, then Ms. Fall Jung will become fully vested in the target number of restricted stock units subject to the award, subject to Ms. Fall Jung timely executing and not revoking a general release of claims in favor of us.

Restrictive covenants. Ms. Fall Jung also entered into an Employee Confidential Information and Inventions Assignment Agreement (the “CIIAA”) that contains certain restrictive covenants including a confidentiality and non-disclosure agreement, and a twelve-month post-termination non-solicitation of employees or independent contractors clause.

Jeff White

In connection with Mr. White’s separation, the Company and Mr. White entered into a Separation and Consulting Agreement on August 4, 2025 (the “Separation Agreement”). The Separation Agreement provided that Mr. White’s employment as Chief Financial Officer and Secretary of the Company ceased on August 17, 2025 (the “Separation Date”) and he transitioned to a consulting role with the Company from August 18, 2025 to September 9, 2025 (the “Consulting Period”). Subject to Mr. White satisfying certain conditions, including entering into an initial release of claims with the signing of the Separation Agreement and a supplemental release of claims executed upon the Separation Date and complying with the terms and conditions of the Separation Agreement and covenants therein, Mr. White will receive (i) payments equal to 12 months of Mr. White’s base salary, payable in equal installments on the Company’s regular payroll schedule over the 12 month period immediately following the Separation Date, (ii) payment of the premiums necessary for him and his eligible dependents to continue group health coverage under COBRA for up to 12 months, and (iii) payment of a pro-rated target annual bonus for the Company’s fiscal year ending January 31, 2026 on the next regularly scheduled payroll date after the Separation Date. All equity awards granted to Mr. White that were outstanding and unvested immediately prior to the Separation Date ceased vesting and were forfeited for no consideration on the Separation Date. Subject to Mr. White complying with his obligations during the Consulting Period and entering into a supplemental release of claims upon the termination of the Consulting Period, Mr. White was paid a retainer fee in an amount equal to $77,000.

Other Policies

Executive Stock Ownership Guidelines

We maintain stock ownership guidelines for our executive officers, under which (i) our Chief Executive Officer is expected to own shares of our Common Stock with a value equal to at least three times his then-current annualized base salary and (ii) each of our other executive officers is expected to own shares of our Common Stock with a value equal to at least one times the officer’s then-current annualized base salary. Share ownership for purposes of the guidelines includes shares of our Common Stock owned directly by the executive officer, by the officer’s spouse, or by the officer’s children who reside with the officer or the officer’s spouse, shares held in a trust established by the executive officer or the officer’s spouse for estate or tax planning purposes if the trust is revocable by the officer or the officer’s spouse, and shares subject to outstanding restricted stock and restricted stock unit awards (whether or not vested and whether or not payable in stock or cash of equivalent value) granted to the executive officer (other than restricted stock units subject to unsatisfied performance-based vesting conditions). Our executive officers are expected to satisfy the guideline level of ownership by the first December 31 on or after the date that is five years after the date that the executive officer first become subject to the guidelines. Thereafter, compliance with the guidelines will be assessed as of December 31 each year. If an executive officer does not satisfy the guideline level of ownership as of such a measurement date, the executive officer is expect to hold at least 50% of the net vested shares acquired upon the exercise, payment or vesting of any equity award (with the “net” shares determined after taking into account any shares sold or withheld to pay any applicable exercise price of the award and to satisfy any applicable withholding obligations) granted to the executive officer by the Company until and to the extent required for the executive’s level of ownership

to satisfy the applicable guideline level. Our Board of Directors or the Compensation Committee may suspend or grant waivers to the guidelines from time to time. Currently, each of our executive officers is either in compliance with the stock ownership guidelines or is within the five-year grace period to come into compliance with such guidelines.

Clawback Policy

In November 2023, our Board of Directors adopted a clawback policy that complies with Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, and Nasdaq Listing Rule 5608.

We also maintain a separate clawback policy that allows our Board of Directors or the Compensation Committee to require reimbursement or cancellation of both time-based and performance-based awards or payments made under our cash and equity incentive plans to the Company’s current and former executive officers, and current and former vice presidents and more senior officers of the Company, in certain circumstances where: (1) the amount of the award or payment was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to noncompliance with any financial reporting requirement under the securities laws, (2) a lesser (or no) payment or award of cash or shares would have been made to the individual based upon the restated financial results, and (3) the payment or award of cash or shares was received by the individual (or the applicable vesting date occurred) within 36 months prior to the date on which the Company is required to prepare such accounting restatement.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

DIRECTOR COMPENSATION

Overview of Director Compensation for Fiscal Year 2025

Compensation for our non-employee directors under our current compensation program for our non-employee directors for fiscal year 2025 consisted of:

On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board will be granted an award of restricted stock units. The number of restricted stock units subject to the award will be determined by dividing $100,000 ($115,000 in the case of a non-employee director serving as Chair of the Board) by the per-share closing price (in regular trading) of our Common Stock on the date of such annual meeting, rounded down to the nearest whole unit ("Annual RSU Award"). These restricted stock unit awards will vest in 12 substantially equal installments, subject to the non-employee director’s continued service as a director through each vesting date, with the first installment vesting one month following the date of grant and an additional installment vesting on each monthly anniversary of the date of grant thereafter for the next 11 months, except that the outstanding and unvested portion of the restricted stock unit award will vest in full (1) immediately prior to the first annual meeting of stockholders for the year following the year of grant of the award should such annual meeting occur before the first annual anniversary of the date of grant or (2) should a change in control of the Company occur and the director not continue to serve on the Board (or the board of a directors of a parent entity) following the change in control. Each such restricted stock unit award is made under and subject to the terms and conditions of the Amended 2019 Plan (or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant) and is evidenced by, and subject to the terms and conditions of, a restricted stock unit award agreement in the form used by the Company to evidence restricted stock unit awards to our non-employee directors.

To the extent then vested, the restricted stock units will generally be paid in an equal number of shares of our Common Stock as soon as practicable following the earlier to occur of (1) the date the non-employee director ceases to be a member of the Board or (2) the first anniversary of the grant date of the award. The restricted stock unit awards are generally forfeited as to the unvested portion of the award upon the non-employee director’s termination of service as a director for any reason. Each non-employee director may elect to defer the delivery of shares in settlement of any Annual RSU Award granted that would otherwise be delivered to such non-employee director on or following the date such restricted stock units vest (the “Deferral Election”). Any Annual RSU Award for which a Deferral Election has been properly submitted under the terms of the director compensation policy will be settled in a single lump sum installment in whole shares on the earlier of (a) immediately prior to the occurrence of a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of Treasury Regulation Section 1.409A-3; or (b) within 60 days following the date of separation from service or death of such director.

In the case of a new non-employee director who is initially appointed or elected to the Board on a date other than the date of an annual meeting of stockholders (commencing following the Annual Meeting), the non-employee director will be eligible to receive a pro-rated cash retainer and an equity award on the date of such initial appointment or election.

For these purposes, our non-employee directors are members of our Board who are not employed by the Company or one of its subsidiaries. A member of our Board who is employed by the Company or one of its subsidiaries receives no compensation from us for their service as a member of our Board. We reimburse all of our directors for reasonable expenses incurred to attend Board meetings.

Director Compensation for Fiscal Year 2025

The following table presents information regarding the compensation paid to each of our non-employee directors for the fiscal year ended January 31, 2026. Mr. Stone, our Chief Executive Officer, does not receive any additional compensation for his service as a director. The compensation paid to Mr. Stone is presented in the Summary Compensation Table under “Executive Compensation” starting on page 25.