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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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American Outdoor Brands, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/05/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
ENGINE CAPITAL, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
503,281.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Engine Jet Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
42,043.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Engine Capital Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
545,324.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Engine Capital Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
545,324.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Engine Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
545,324.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ajdler Arnaud | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
545,324.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
BRADLEY T. FAVREAU | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,182.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
American Outdoor Brands, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1800 NORTH ROUTE Z, SUITE A, COLUMBIA,
MISSOURI
, 65202. | |
Item 1 Comment:
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated as follows:
The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 503,281 Shares beneficially owned by Engine Capital is approximately $6,261,880, including brokerage commissions. The aggregate purchase price of the 42,043 Shares beneficially owned by Engine Jet is approximately $527,910, including brokerage commissions.
Of the 62,182 Shares beneficially owned by Mr. Favreau, (i) 12,620 Shares were purchased with personal funds in open market purchases for an aggregate purchase price of $110,261, including brokerage commissions, and (ii) 54,266 RSUs were awarded to him for his service as a director of the Issuer, 49,562 of which have vested or will vest within 60 days of the date hereof. The remainder of Mr. Favreau's RSUs vest as described in Item 6 hereof. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 12,621,225 Shares outstanding as of August 31, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2026.
A. Engine Capital
As of the date hereof, Engine Capital directly owned 503,281 Shares. Percentage: Approximately 4.0%
B. Engine Jet
As of the date hereof, Engine Jet directly owned 42,043 Shares. Percentage: 0.3%
C. Engine Management
Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 545,324 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 4.3%
D. Engine GP
Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 545,324 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 4.3%
E. Engine Investments
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 545,324 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 4.3%
F. Arnaud Ajdler
Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP and Engine Investments, may be deemed to beneficially own the 545,324 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 4.3%
G. Bradley T. Favreau
As of the date hereof, Mr. Favreau beneficially owned 62,182 Shares. Percentage: 0.5%
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
| (b) | Item 5(b) is hereby amended and restated as follows:
A. Engine Capital
1. Sole power to vote or direct vote: 503,281
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 503,281
4. Shared power to dispose or direct the disposition: 0
B. Engine Jet
1. Sole power to vote or direct vote: 42,043
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 42,043
4. Shared power to dispose or direct the disposition: 0
C. Engine Management
1. Sole power to vote or direct vote: 545,324
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 545,324
4. Shared power to dispose or direct the disposition: 0
D. Engine GP
1. Sole power to vote or direct vote: 545,324
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 545,324
4. Shared power to dispose or direct the disposition: 0
E. Engine Investments
1. Sole power to vote or direct vote: 545,324
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 545,324
4. Shared power to dispose or direct the disposition: 0
F. Arnaud Ajdler
1. Sole power to vote or direct vote: 545,324
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 545,324
4. Shared power to dispose or direct the disposition: 0
G. Bradley T. Favreau
1. Sole power to vote or direct vote: 62,182
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 62,182
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | Item 5(c) is hereby amended and restated as follows:
The transactions in the Shares by certain of the Reporting Persons during the past sixty days are set forth on Exhibit 1 attached hereto and are incorporated herein by reference. | |
| (e) | Item 5(e) is hereby amended and restated as follows:
As of October 5, 2026, the Reporting Persons ceased to beneficially own 5% or more of the Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
On September 28, 2026, Mr. Favreau was awarded 6,272 RSUs, 1/12th of which shall vest on the last day of each month following the date of grant. Of the 6,272 RSUs, 1,568 have vested or will vest within 60 days of the date hereof.
As set forth in Mr. Favreau's Form 4 filings with respect to the Issuer, Mr. Favreau has received certain other awards in connection with his service as a director of the Issuer, all of which has vested. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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