UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 263, ~~2024~~2025

Revelyst, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-41793	88-3763984	~~1-41793~~		~~88-3763984~~
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)	~~(Commission File Number)~~		~~(I.R.S. Employer Identification No.)~~
P.O. Box 1411			Providence	RI	02901
(Address of Principal Executive Offices)					(Zip Code)

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

P.O. Box 1411	Providence	RI	02901
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (763) 634-8945

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01		GEAR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Introductory Note.

As previously announced, on October 15 4, ~~2023~~2024, Revelyst, Inc. (“Revelyst” or “the “Company”) entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Vista Outdoor Inc. ~~(“Vista Outdoor”)~~, ~~CSG~~Olibre ~~Elevate~~LLC ~~II Inc.~~ (“~~Merger~~SVP ~~Sub~~ Parent”), ~~CSG~~and ~~Elevate~~Cabin ~~III~~Ridge Inc., a wholly owned direct subsidiary of ~~Merger~~SVP ~~Sub~~ Parent (“SVP Merger Sub”), ~~and, solely for the purposes of specific provisions therein, CZECHOSLOVAK GROUP a.s. (“CSG”),~~ providing for, on the terms and conditions set forth therein and in accordance with the Delaware General Corporation Law, the merger of SVP Merger Sub with and into ~~the~~Revelyst ~~Company~~ with ~~the~~Revelyst ~~Company~~ surviving the merger as a wholly owned direct subsidiary of ~~Merger~~SVP ~~Sub~~ Parent (the “Merger” ~~and, together with the Separation (as defined below~~) ~~and the other transactions contemplated by the Merger Agreement, the Separation Agreement (as defined below) and the related transaction documents, the “Transaction”)~~.

~~Simultaneously~~Capitalized ~~with~~terms ~~the~~used ~~signing of the Merger Agreement~~herein, ~~Revelyst~~but ~~and~~not ~~Vista Outdoor entered into a separation agreement (as amended, restated, supplemented or~~ otherwise ~~modified from time to time~~defined, ~~the~~shall ~~“Separation~~have ~~Agreement”) providing for, among other things,~~ the ~~separation~~meanings ofascribed ~~the~~to ~~businesses~~such ~~and~~terms ~~operations~~in of the ~~Revelyst~~Merger Outdoor Performance, the Revelyst Adventure Sports and the Revelyst Precision Sports Technology reportable segments of Vista Outdoor (formerly comprising the Outdoor Products reportable segment of Vista Outdoor) (the “Revelyst Business”) from the other businesses and operations of Vista Outdoor (the “Sporting Products Business”) and the transfer of the Revelyst Business to Revelyst (the “Separation”)Agreement.

On ~~November~~January 273, ~~2024~~2025 (the “Closing Date”), the ~~Separation and the~~ Merger ~~were~~was consummated. ~~Revelyst,~~and ~~now holding only the~~ Revelyst ~~Business,~~ is annow ~~independent,~~a ~~publicly~~wholly ~~traded~~owned ~~company~~subsidiary ~~(NYSE:~~of ~~GEAR)~~funds ~~and~~managed ~~Vista~~by ~~Outdoor,~~Strategic ~~holding~~Value ~~only the Sporting Products Business~~Partners, isLLC aand ~~wholly~~its ~~owned subsidiary of CSG~~affiliates.

Item 1.01 Entry ~~Into~~into a Material Definitive Agreement.

OnNew ~~the~~Credit Closing Date, Revelyst and Vista Outdoor entered into the Transition Services Agreement, pursuant to which Vista Outdoor will provide to Revelyst, and Revelyst will provide to Vista Outdoor, specified services for a limited time to help ensure an orderly transition following the Closing. The services to be provided will include certain sales, information technology, e-commerce, finance, accounting, tax, human resources, legal and other general, administrative and operational functions. The Transition Services Agreement also specifies the calculation of the costs for the services to be provided by Vista Outdoor or Revelyst, as applicable. Agreements

~~Each~~Concurrently ofwith ~~Revelyst~~the ~~and~~consummation ~~Vista~~of ~~Outdoor~~the Merger, ~~each~~Olibre inBorrower LLC (the ~~capacity~~“Borrower”) ofentered ~~service~~into ~~recipient~~(i) that certain Credit Agreement among Olibre Holdco LLC, ~~will~~a ~~agree~~Delaware tolimited ~~indemnify~~liability company (“Holdings”), the ~~other~~Borrower, the lenders party ~~(in~~thereto ~~its~~and ~~capacity~~Fortress Credit Corp., as ~~service~~administrative ~~provider)~~agent and collateral agent (the ~~other~~“Term Loan ~~party’s~~Credit ~~former~~Agreement”) and ~~current~~(ii) ~~directors,~~that ~~officers~~certain ~~and~~ABL ~~employees~~Credit Agreement, ~~and~~among ~~each~~Holdings, ofthe Borrower, the ~~heirs~~lenders party thereto and Capital One, ~~executors~~National Association, ~~successors~~as administrative agent and ~~assigns~~collateral ofagent ~~any~~(the of“ABL ~~them~~Credit Agreement”, ~~from~~together ~~any~~with ~~liabilities~~the toTerm Loan Credit Agreement, the ~~extent~~“New ~~arising~~Credit ~~out~~Agreements”). The ofNew ~~the~~Credit ~~service~~Agreements ~~provider’s~~provide ~~provision~~for extensions of credit in the ~~services~~form ~~unless~~of ~~such~~(i) ~~damages~~an ~~are~~initial ~~the~~term ~~result~~loan ofto the ~~service~~Borrower ~~provider’s~~in ~~breach~~an aggregate principal amount of $450,000,000 and (ii) asset-based revolving loans made available to the ~~Transition~~Borrower ~~Services~~from ~~Agreement,~~time ~~violation~~to oftime ~~law,~~in ~~gross~~an ~~negligence~~aggregate orprincipal ~~willful~~amount ~~misconduct~~not in ~~providing~~excess ~~services.~~of $200,000,000.

~~For~~The ~~further~~obligations ~~details~~under ~~regarding~~ the ~~Transition~~New ~~Services~~Credit ~~Agreement,~~Agreements ~~see~~are ~~the~~secured ~~description~~by ~~set~~substantially ~~forth~~all inassets ~~the~~of ~~section~~Holdings, ~~entitled “Additional Transaction Agreements” in~~ the ~~Registration~~Borrower ~~Statement~~and onsubsidiary ~~Form S-4~~guarantors, asincluding Revelyst ~~amended~~ (~~File~~subject ~~No.~~to ~~333-276525)~~certain ~~prepared~~exclusions ~~in connection with the Transaction~~ and ~~filed by Revelyst with the Securities and Exchange Commission that was declared effective on October 18, 2024 (the “Registration Statement”~~exceptions). The ~~foregoing~~New ~~description~~Credit ofAgreements ~~the~~include ~~Transition~~representations ~~Services~~and ~~Agreement~~warranties, ~~does~~covenants, ~~not~~events ~~purport~~of todefault ~~be complete~~ and isother ~~qualified~~provisions inthat ~~its~~are ~~entirety~~customary byfor ~~reference~~facilities ~~to the full text~~ of ~~the~~their ~~Transition~~respective ~~Services Agreement, which is attached hereto as Exhibit 2~~types.~~1 and incorporated herein by reference.~~

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, pursuant to and in accordance with the Merger Agreement, SVP Merger Sub merged with and into Revelyst, with Revelyst surviving the Merger as a wholly owned subsidiary of SVP Parent. At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 of Revelyst (“Revelyst Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent) was converted into the right to receive an amount (the “Merger Consideration”) equal to (a) the sum of (x) $1,125,000,000 plus (y) the Cash Adjustment Amount (as defined in the Merger Agreement) plus (z) the Aggregate Option Exercise Price (as defined in the Merger Agreement) divided by (b) the sum of (x) number of shares of Revelyst Common Stock issued and outstanding as of immediately prior to the Effective Time (other than any such shares of Revelyst Common Stock held by Revelyst, its subsidiaries or SVP Parent) plus (y) the number of shares of Revelyst Common Stock underlying each Revelyst equity award entitled to receive the Merger Consideration as of immediately prior to the effective time of the Revelyst Merger. The Merger Consideration is equal to $20.12 per share of Revelyst Common Stock.

In addition, at the Effective Time, each Revelyst equity award that was outstanding as of the Effective Time was treated as follows: (1) each restricted stock unit that was subject solely to time-based vesting conditions (a “Revelyst RSU”) vested and was cancelled in exchange for a lump sum cash payment equal to the product of (A) the number of shares of Revelyst Common Stock underlying such Revelyst RSU immediately prior to the Effective Time and (B) the Merger Consideration; (2) other than a Specified PSU (as defined below), each performance stock unit (a “Revelyst PSU”) vested and was cancelled in exchange for a lump sum cash payment equal to the product of (A) the number of shares of Revelyst Common Stock underlying such Revelyst PSU immediately prior to the Effective Time (assuming achievement of the applicable performance goals at specified levels) and (B) the Merger Consideration; (3) each option to purchase Revelyst Common Stock (a “Revelyst Option”), whether vested or unvested, was cancelled in exchange for a lump sum cash payment equal to the difference between the Merger Consideration and the exercise price per share of the Revelyst Option; and (4) each deferred stock unit, whether vested or unvested, was cancelled in exchange for a lump sum cash payment equal to the Merger Consideration. Certain Revelyst PSUs (each, a “Specified PSU”) were also converted into restricted cash awards, subject to the same terms and conditions as the corresponding Revelyst PSU, including vesting terms (including performance-based vesting terms).

The foregoing description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement. A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Revelyst with the SEC on October 7, 2024 and is incorporated herein by reference.

The information set forth in the Introductory Note of this report is incorporated by reference in this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, Revelyst requested that The New York Stock Exchange (“NYSE”) suspend trading of Revelyst Common Stock and file with the SEC an application on Form 25 to delist and deregister Revelyst Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of Revelyst Common Stock from NYSE will be effective 10 days after the filing of the Form 25. Following the effectiveness of such Form 25, Revelyst intends to file with the SEC a certification on Form 15 requesting that Revelyst’ s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

The information set forth in the Introductory Note and Item 2.01 of this report is incorporated by reference in this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this report is incorporated by reference in this Item 3.03.

Item 5.01 Changes in Control of Registrant.

~~Immediately~~As ~~prior~~a toresult of the consummation of the ~~Transaction~~Merger, ~~Revelyst was~~ a ~~wholly~~change ~~owned subsidiary~~ of ~~Vista~~control ~~Outdoor. As a result~~ of ~~the Transaction,~~ Revelyst ~~became~~occurred anon ~~independent,~~the ~~publicly~~Closing ~~traded~~Date ~~company,~~ and ~~Vista~~Revelyst ~~Outdoor~~became ~~retains~~a nowholly ~~ownership~~owned ~~interest~~subsidiary of inSVP ~~Revelyst~~Parent.

The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this report is incorporated by reference in this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InPursuant ~~connection~~to ~~with~~ the ~~Transaction~~Merger Agreement, ~~effective~~each of the directors and officers of Revelyst resigned as directors and officers of Revelyst and at the ~~Closing~~Effective ~~Date~~Time, Mr. Eric Nyman, Mr. Andrew Keegan and Ms. Jung Choi, each being the directors of SVP Merger Sub immediately prior to the Effective Time, became directors of Revelyst as the Surviving Corporation, and Mr. Eric Nyman, Mr. Andrew Keegan, ~~resigned~~Ms. Jung asChoi ~~members~~and ofMs. Joyce Butler, each being the ~~Board~~officers of ~~Directors~~SVP Merger Sub immediately prior to the Effective Time, became officers of Revelyst (as the ~~“Board”)~~Surviving Corporation.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~Transaction,~~in ~~effective as of Closing Date,~~ the ~~Board~~Introductory ~~expanded~~Note ~~the size of the Board to eight directors,~~ and ~~the~~Item ~~following individuals were appointed to serve on the Board: Michael Callahan, Gerard Gibbons, Bruce E~~2.01 ~~Grooms, Gary L. McArthur, Eric Nyman, Michael D. Robinson, Robert M. Tarola and Lynn M. Utter. Each director will hold office until the annual meeting~~ of ~~the~~this ~~stockholders~~report ofis ~~the~~incorporated ~~Company at which time the term of such director’s class ends and until his or her successor shall have been duly elected and qualified or as otherwise provided~~ by ~~the~~reference ~~Bylaws~~in ~~(as~~this ~~defined~~Item ~~below)~~5.02.

In connection with Transaction, effective as of Closing Date, the Board assigned (i) Lynn M. Utter, Michael Callahan and Robert M. Tarola as Class I directors, with terms expiring at the 2025 annual meeting of the Company’s stockholders, (ii) Gerard Gibbons and Michael D. Robinson as Class II directors, with terms expiring at the 2026 annual meeting of the Company’s stockholders and (iii) Eric Nyman, Gary L. McArthur and Bruce E. Grooms as Class III directors, with terms expiring at the 2027 annual meeting of the Company’s stockholders.

In connection with Transaction, effective as of the Closing Date, the Board established (i) an Audit Committee and appointed Lynn M. Utter, Bruce E. Grooms, Gary L. McArthur and Robert M. Tarola as members of the Audit Committee, (ii) a Management Development and Compensation Committee and appointed Michael Robinson, Michael Callahan, Gerard Gibbons, Bruce E. Grooms and Lynn M. Utter as members of the Management Development and Compensation Committee, (iii) a Nominating and Governance Committee and appointed Bruce E. Gibbons, Michael Callahan, Gary L. McArthur, Michael D. Robinson and Robert M. Tarola as members of the Nominating and Governance Committee.

In connection with Transaction, effective as of the Closing Date, the Board adopted the Revelyst, Inc. Income Security Plan and the Revelyst, Inc. Executive Severance Plan (together, the “Revelyst Severance Plans”), in each case, substantially in the form filed as an exhibit to the Registration Statement. For further detail regarding the Revelyst Severance Plans, see the description set forth in the sections entitled “Revelyst Executive Compensation—Revelyst Income Security Plan” and “Revelyst Executive Compensation—Revelyst Executive Severance Plan” in the Registration Statement and the full text of the Revelyst Severance Plans, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

The information set forth in the Introductory Note of this report is incorporated by reference in this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Amendment~~On the Closing Date, in connection with the consummation of the Merger, the certificate of incorporation of Revelyst was amended and ~~Restatement~~restated in its entirety and the bylaws of Revelyst were amended and restated in their entirety. A copy of the Amended and Restated Certificate of Incorporation of Revelyst is filed herewith as Exhibit 3.1 and is incorporated herein by reference. A copy of the Amended and Restated Bylaws of Revelyst is filed herewith as Exhibit 3.2 and is incorporated herein by reference.

On ~~November~~the ~~26,~~Closing ~~2024~~Date, in connection with the ~~Transaction,~~consummation ~~Revelyst amended and restated its certificate~~ of ~~incorporation~~the ~~(as so amended and restated~~Merger, the ~~“Certificate~~fiscal ofyear ~~Incorporation”).~~end ~~For further details regarding the Certificate~~ of ~~Incorporation,~~Revelyst ~~see~~was ~~the~~changed ~~description~~from ofMarch ~~the~~31 ~~Certificate~~to ofDecember ~~Incorporation~~31, ~~set~~such that ~~forth~~Revelyst’s inmost ~~the~~recent ~~Registration~~fiscal ~~Statement~~year inended ~~the~~on ~~section~~December ~~entitled~~31, ~~“Description~~2024. of Revelyst ~~Capital~~does ~~Stock.”~~not ~~This~~expect ~~description~~to ~~does~~file ~~not~~a ~~purport~~report tocovering bethe transition period.

~~complete~~The ~~and~~information isset ~~qualified~~forth in ~~its entirety by reference to~~ the ~~full~~Introductory ~~text~~Note ofand ~~the~~Item ~~Certificate~~2.01 of ~~Incorporation,~~this ~~which~~report is ~~attached~~incorporated ~~hereto~~by asreference ~~Exhibit~~in ~~3.1~~this ~~and~~Item ~~incorporated herein by reference~~5.03.

~~Amendment~~Item ~~and~~8.01 ~~Restatement~~Other ~~of Bylaws~~Events.

On the Closing Date, ~~in connection with the Transaction,~~ Revelyst ~~amended~~issued ~~and~~a ~~restated~~press ~~its~~release ~~bylaws~~announcing ~~(as so amended and restated,~~ the ~~“Bylaws”)~~Closing. ~~For~~A ~~further~~copy ~~details regarding the Bylaws, see the description~~ of the ~~Bylaws~~press ~~set~~release ~~forth in the Registration Statement in the section entitled “Description of Revelyst Capital Stock.” This description does not purport to be complete and~~ is ~~qualified in its entirety by reference to the full text of the Bylaws, which are~~ attached hereto as Exhibit 399.21 and is incorporated ~~herein~~ by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit	~~Description of Exhibit~~
3.1		Amended and Restated Certificate of Incorporation of Revelyst, Inc., effective as of November 26, 2024
2.1	Agreement and Plan of Merger, dated as of October 4, 2024, by and among Vista Outdoor Inc., Revelyst, Inc., Olibre LLC and Cabin Ridge Inc. (incorporated by reference to Exhibit 2.1 to Revelyst’s Current Report on Form 8-K filed on October 7, 2024)
3.2		Amended and Restated Bylaws of Revelyst, Inc., effective as of November 27, 2024
3.1	Second Amended and Restated Certificate of Incorporation of Revelyst, Inc.
10.1		Transition Services Agreement, dated as of November 27, 2024, by and between Vista Outdoor Inc. and Revelyst, Inc.*
3.2	Second Amended and Restated Bylaws of Revelyst, Inc.
10.2		Revelyst, Inc. Income Security Plan
99.1	Press Release, dated January 3, 2025
10.3		Revelyst, Inc. Executive Severance Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REVELYST, INC.		~~REVELYST, INC.~~
Date: November 27, 2024			By:	/s/ Jung Choi
Date: January 3, 2025	By:	/s/ Jung Choi
				Name: Jung ChoiTitle: General Counsel & Secretary
		Name:	Jung Choi
		Title:	General Counsel & Secretary

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