Long-Term Debt

3 Months Ended

May 02, 2026

(8) Long-Term Debt

Long-term debt consisted of the following as of May 2, 2026 and January 31, 2026:


	May 2,			January 31,
	2026			2026
Term loan	$	45,000		$	45,000
Less discount		(677	)		(835	)
		44,323			44,165
Less current portion, net of discount		—			—
Long-term portion	$	44,323		$	44,165

Term Loan

On July 30, 2024, Sportsman’s Warehouse, Inc. (“SWI”) a wholly owned subsidiary of Holdings, as lead borrower, Holdings, as guarantor, and other subsidiaries of Holdings, each as borrowers, and PLC Agent LLC, as administrative and collateral agent for various lenders affiliated with Pathlight Capital (the “ABL Lenders”), entered into an ABL Term Loan Credit Agreement (as amended, the “Term Loan Agreement”) that governs the Company’s outstanding term loans. The Term Loan Agreement provides for a senior secured term loan credit facility (the “Term

Loan Facility”) in an aggregate principal amount of $45,000, consisting of $25,000 in an initial ABL term loan (the “Initial Term Loan”) and $20,000 in a delayed draw ABL term loan (the “Delayed Draw Term Loan” and collectively with the Initial Term Loan, the “Term Loans”) that were made by the ABL Lenders on July 30, 2024 and July 30, 2025, respectively. The proceeds from the Initial ABL Term Loan were used to repay obligations under the Revolving Line of Credit described in Note 9.

The Company incurred deferred financing costs and discounts related to the Term Loans of approximately $1,563. These costs offset the recorded carrying amount of the Term Loans on the condensed consolidated balance sheet and are amortized to interest expense over the life of the Term Loans. As of May 2, 2026 and January 31, 2026, the Company had $45,000 and $45,000, respectively, in outstanding Term Loans. As of May 2, 2026, the Company did not have any remaining amount available for borrowing under the Term Loan Facility.

The availability of loans under the Term Loan Facility was subject to a borrowing base calculation based on eligible credit card receivables, eligible inventory, the revolving borrowing base determined under the Revolving Line of Credit, and reserves. The Term Loans have a stated maturity date of the earlier of July 30, 2029 or the maturity date of the Revolving Line of Credit (described below). Borrowings under the Term Loans bear interest at a rate equal to the greater of a floor rate of 3.0% or (i) a specified term secured overnight financing rate (“SOFR”), plus (ii) 0.10% as a SOFR adjustment, plus (iii) the applicable margin as specified in the Term Loan Agreement. The applicable margin means either 3.50% or 6.50% depending on the type of term loan. Under the Term Loan Agreement, loans may be required to be converted to base rate loans and in such case, the applicable margin rate will increase by 1.0%. The interest rate on the outstanding Term Loans as of May 2, 2026 was 9.80%.

Subject to specified exceptions, SWI and the other borrowers may be required to make mandatory prepayments on the Term Loans in the event of certain dispositions of certain property or assets, in the event of receipt of certain tax refunds, insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

In addition, the Term Loan Agreement contains customary affirmative and negative covenants, including covenants that limit the ability of the Company to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The Term Loan Agreement also requires the Company to maintain a minimum availability at all times under its Revolving Line of Credit of not less than the greater of $30,000 and 10% of the gross borrowing base as defined in the Revolving Line of Credit Agreement and contains customary events of default, including defaults triggered by defaults under the Revolving Line of Credit. See Note 9 for information on the Revolving Line of Credit.

Each of the subsidiaries of Holdings is a borrower under the Term Loan Facility, and all obligations under the Term Loan Facility are guaranteed by Holdings. All obligations under the Term Loan Facility are secured by a lien on substantially all of Holdings’ assets and the assets of all of Holdings’ subsidiaries, including a pledge of all capital stock of each of Holdings’ subsidiaries. The lien securing the obligations under the Term Loan Facility is a first priority lien as to equipment, fixtures, intellectual property and equity interests.

As of May 2, 2026 and January 31, 2026, the Company had $677 and $835, respectively, in outstanding deferred financing fees and discounts related to the Term Loans. During the 13 weeks ended May 2, 2026, the Company recognized $158 of non-cash interest expense with regard to the amortization of deferred financing fees and discounts related to the Term Loans. During the 13 weeks ended May 3, 2025, the Company recognized $102 of non-cash interest expense with regard to the amortization of deferred financing fees and discounts related to the Term Loans.

The scheduled minimum payments on outstanding long-term debt were as follows as of May 2, 2026:


Fiscal Year Ending:	Minimum Payments
2026 (remainder)	$	—
2027		45,000
Total	$	45,000

SPORTSMAN'S WAREHOUSE HOLDINGS, INC. 10-Q