
SWBI$13.71▼ 4.5%Savage's seller became Smith & Wesson's top owner, bound to back the board's directors
Smith & Wesson bought Savage Arms on Oct. 21 at a base price of $160 million, it said. ATK agreed to pay $315 million for Savage's parent in 2013. The seller's agreement sets how it votes and when it may sell.
KeyVex News··5 min readFact-checked against 10 public records
KeyVex News··5 min readFact-checked against 10 public records
SWBI$13.71▼ 4.5%Close, Oct. 23. Prices from Tiingo.The short versionTap to readTap to close
- Paying with shares makes the seller part-owner of the buyer. Smith & Wesson paid about three-quarters of Savage's price that way, with 9.0 million new shares, 19.99% of its stock before the deal.
- Those shares made the seller, a unit of the Houston investment firm JDH Capital, Smith & Wesson's largest stockholder, with 16.7%, the company said. It also got a seat on the board.
- While it holds 10% or more, the seller must vote for the board's picks for director. After two years, it can end that by giving up its board seat and right to name one.
- Its shares are locked up, then can be sold in thirds from Jan. 19, June 18 and Oct. 16, 2027. Smith & Wesson agreed to try to file for their resale by Dec. 20.
The deal: Smith & Wesson Brands bought Savage Arms, a maker of hunting rifles and shotguns for more than 130 years, on Oct. 21, it said. Its 8-K reached EDGAR at 9:05 a.m., before the market opened. It signed and closed the deal the same day, with no stockholder vote.8-KEDGARRelease
The payment: The seller, Savarms, L.P., a unit of JDH Capital, got about 9.0 million new shares and $42.4 million in cash. The deal valued each share at $13.62, the stock's average price over 45 trading days before closing.8-K That puts the shares at about $122.5 million, by KeyVex's math, or about three-quarters of the deal's $164.9 million value after closing adjustments.8-K
Why it matters: The deal made a private investment firm the largest stockholder of Smith & Wesson, a 174-year-old gun maker, with 16.7% of its stock, the company said.ReleaseSlides The agreement that came with it ties the firm's votes on directors to the board's, and sets when it may start selling.8-KAgreement
The price: Before this deal, Savage was sold twice, in 2013 and 2019. In 2013, ATK agreed to pay $315 million in cash for Caliber Company, Savage's parent. Vista Outdoor, spun off from ATK in 2015, sold Savage in 2019 for $170 million to what it called a financial buyer.ATK 8-KVista 8-K A JDH affiliate was that buyer, the Star Tribune reported in 2024.Star Tribune Loadout Magazine described it as an investor group led by Savage's management.Loadout Smith & Wesson's base price, $160 million, is about half the 2013 figure.Release
View the data
| Year | Price | Note |
|---|---|---|
| 2013 | $315M | ATK agrees to buy Caliber Company, parent of Savage Sports, for $315 million in cash: 5.5 times trailing EBITDA |
| 2019 | $170M | Vista Outdoor sells the Savage Arms and Stevens business for $170 million: $158 million at closing and a $12 million five-year note |
| 2026 | $160M | Smith & Wesson: base value $160.0 million, about $164.9 million after closing adjustments; 7.9 times adjusted EBITDA after expected synergies |
The 2013 deal was for Caliber Company, Savage Sports' parent; 2019 was the business running the Savage Arms and Stevens brands. 2019 includes a $12 million note paid after five years. 2026 is Smith & Wesson's base value. Sources: ATK and Vista Outdoor filings; Smith & Wesson's Oct. 21 release.
The stock rose 2.2% to $15.10 on the day of the deal. It then fell 9.2% over the next two sessions, to $13.71 on Oct. 23, nine cents above the $13.62 the deal set for each new share.Chart data
Smith & Wesson's stock and the deal's key datesDaily close, July 1 to Oct. 23, 2026 ▼ 8.6%Show chartHide chart
Who the new holder is
JDH Capital is a private investment firm in Houston, set up in 2017, the release says.Release In the 8-K, the company Smith & Wesson merged with is Long Range Intermediate LLC, which the filing calls Savage, and the seller is Savarms, a JDH unit.8-K
With 16.7% of the stock, JDH is now Smith & Wesson's largest stockholder, the company said.Release In its August proxy, the largest holder listed was BlackRock, with 4.4 million shares, or 9.78%, from a filing in January 2024. JDH holds about twice as many shares.DEF 14A
JDH's new stake against the biggest holders in Smith & Wesson's proxyShow chartHide chart
View the data
| Holder | Shares | Note |
|---|---|---|
| JDH Capital, through Savarms (Issued Oct. 21, 2026) | 9.0M shares | 8,993,968 shares; 16.7% after the deal, the company says |
| BlackRock (In the Aug. 6 proxy, from a January 2024 filing) | 4.4M shares | 4,385,051 shares; 9.78% in the proxy |
| Dimensional Fund Advisors (In the Aug. 6 proxy, from a January 2026 filing) | 2.5M shares | 2,473,250 shares; 5.52% in the proxy |
BlackRock's and Dimensional's holdings may have changed since the filings the proxy cites. Sources: Smith & Wesson's 8-K and Aug. 6 proxy.
The board named Michael Fertitta, a managing director of JDH Capital Company, as its seventh director, and put him on the committee that picks nominees.8-K His own filing, a Form 3, reports that he holds no Smith & Wesson shares himself.Form 3
What the seller agreed to
The terms are in an investor rights agreement, which sets the seller's rights and limits as a holder. It includes a standstill: for at least two years, and after that while the seller holds 10% or more, it may not take its stake above 24.9% without the board's consent. After two years, the seller can end the standstill by giving up its board seat and its right to name a director.Agreement During the standstill, while it holds at least 10%, it must vote with the board on directors.8-KAgreement
in favor of all those Persons nominated to serve as directors of Parent by the Parent Board or the Nominations and Corporate Governance Committee of the Parent Board and against the removal of any director unless such removal is recommended by the Parent Board
The seller's shares are locked up, then free to sell in three equal parts 90, 240 and 360 days after closing: Jan. 19, June 18 and Oct. 16, 2027. Smith & Wesson agreed to use commercially reasonable efforts to file to register the shares for resale within 60 days, by Dec. 20.8-K
The company describes the stake as alignment. The deal "aligns JDH Capital with SWBI stockholders," the release says, and JDH looks forward to participating in the combined company's continued success "as a significant Smith & Wesson stockholder," Fertitta said.Release
What Smith & Wesson says it gets
Savage had about $160 million of sales in the 12 months to Sept. 30, the release says. Smith & Wesson's slides put its own at $551 million in the 12 months to July.ReleaseSlides It expects the deal to add $0.07 a share to yearly earnings, and about $0.10 once early cost savings come through, excluding deal accounting.Release
The acquisition of Savage is a transformative step for Smith & Wesson.
The two prices were measured differently. ATK paid about 5.5 times Savage's trailing earnings before interest, taxes, depreciation and amortization, a common measure of operating profit, in 2013. Smith & Wesson puts its $160 million at about 7.9 times Savage's adjusted figure, counting $2.5 million of expected savings.ATK 8-KRelease The falling prices "raise questions about how Savage has been valued over time," Drew Bryant wrote for Loadout Magazine on Oct. 23. He added that they do not, by themselves, show the company is in financial trouble.Loadout
Smith & Wesson has not yet filed Savage's audited financial statements. They are due in an amended filing about Jan. 6, by KeyVex's count from the 8-K.8-K
What to watch
Smith & Wesson's target date to file to register the seller's shares for resale.
About when an amended 8-K with Savage's audited financial statements is due, by KeyVex's count.
The first third of the seller's shares comes out of the lock-up.
The last third comes out of the lock-up.
The paper trail
The filings this story cites, with the time EDGAR accepted Smith & Wesson's.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| May 13, 2013 | 8-K | ATK | Agrees to buy Caliber Company, Savage Sports' parent, for $315 million in cash. |
| July 8, 2019 | 8-K | Vista Outdoor | Sells the Savage Arms and Stevens business for $170 million. |
| Oct. 21, 2024 | DEFM14A | Vista Outdoor | Lists the 2019 buyer as Long Range Acquisition LLC. |
| Aug. 6, 2026 | DEF 14A | Smith & Wesson | Largest holders listed: BlackRock, 9.78%; Dimensional, 5.52%. |
| Oct. 21, 9:05 a.m. | 8-K | Smith & Wesson | Savage deal signed and closed: 8,993,968 shares and $42.4 million of cash; a new director; the investor rights agreement. |
| Oct. 22, 4:43 p.m. | 3 | Michael Fertitta | New director reports no Smith & Wesson shares of his own. |
Sources
14 sources, 10 of them public records
Public records
- Smith & Wesson Brands, Inc., Form 8-K: acquisition of SavageSEC EDGAR · Oct. 21, 2026
- Smith & Wesson Brands, Inc., Form 8-K filing index (acceptance time)SEC EDGAR · Oct. 21, 2026
- Smith & Wesson Brands, Inc., Form 8-K, Exhibit 99.1: "Smith & Wesson Acquires Savage Arms"SEC EDGAR · Oct. 21, 2026
- Smith & Wesson Brands, Inc., Form 8-K, Exhibit 99.2: slide presentationSEC EDGAR · Oct. 21, 2026
- Smith & Wesson Brands, Inc., Form 8-K, Exhibit 10.1: Investor Rights Agreement with Savarms, L.P.SEC EDGAR · Oct. 21, 2026
- Form 3, Michael D. FertittaSEC EDGAR · Oct. 22, 2026
- Smith & Wesson Brands, Inc., definitive proxy statement (DEF 14A)SEC EDGAR · Aug. 6, 2026
- Alliant Techsystems Inc. (ATK), Form 8-K, Exhibit 99.1: "ATK to Acquire Caliber Company, Parent Company of Savage Sports Corporation"SEC EDGAR · May 13, 2013
- Vista Outdoor Inc., Form 8-K, Exhibit 99.1: "Vista Outdoor Announces Sale of Savage Brand"SEC EDGAR · July 8, 2019
- Vista Outdoor Inc., definitive merger proxy statement (DEFM14A): selected precedent transactionsSEC EDGAR · Oct. 21, 2024
Reporting
- "New $2B bid for ammunition brands including Federal already withdrawn"Star Tribune (via Yahoo Finance) · June 17, 2024
- "News & Analysis: Smith & Wesson Acquires Savage Arms in $160 Million Deal"Loadout Magazine · Oct. 23, 2026
Data
- End-of-day prices for SWBI, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 23, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, lobbying and 8-K records for SWBIKeyVex · through Oct. 23, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends, through Oct. 23, 2026, the last close in KeyVex's data when this story was written. Daily moves are close to close. The Nasdaq 100 and S&P 500 lines follow QQQ and SPY, also as traded, rebased to Smith & Wesson's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's Smith & Wesson stock page, a selection of congressional trades, insider trades, lobbying and 8-Ks: not every filing, and not only those tied to this story.
- The value of the new shares, about $122.5 million, is KeyVex's math: 8,993,968 shares times the deal's $13.62 reference price. The deal's adjusted value at closing, $164.9 million, is the 8-K's; the release gives the cash as $37.5 million against the $160.0 million base value, and the 8-K gives $42.4 million paid at closing after adjustments for Savage's cash, debt, expenses and working capital. Both are subject to a further cash adjustment after closing.
- Past prices: ATK's 2013 figure is its agreed cash price for Caliber Company, Savage Sports' parent, subject to a working capital adjustment; Vista Outdoor's 2019 figure includes a $12 million note due after five years. The multiples are the companies' own: ATK's 5.5 times trailing EBITDA, and Smith & Wesson's 7.9 times Savage's adjusted EBITDA after $2.5 million of expected yearly savings. The two measures are not defined the same way. Lock-up dates are 90, 240 and 360 days after Oct. 21, 2026, by KeyVex's count.




