Clarus board approves increased ownership of two large shareholders

The board of directors for Clarus has approved the respective requests of two of its largest shareholders, Greenhouse Funds LLLP and Clarus Executive Chairman Warren Kanders and its affiliates, to be permitted under the company’s Rights Agreement dated as of February 12, 2008, to increase their beneficial ownership. Greenhouse and Kanders have been permitted to increase their positions to up to 15.0% and 26.7% of the company’s outstanding shares of common stock, respectively. Greenhouse has beneficial ownership of 4,538,107 shares of the Company’s common stock, as publicly disclosed by Greenhouse in the Schedule 13G as of December 31, 2023, filed by it with the Securities and Exchange Commission on February 14, 2024, which represents approximately 11.9% of the Company’s outstanding shares of common stock. Kanders has beneficial ownership of 6,525,421 shares of the Company’s common stock, as publicly disclosed by Kanders in the Schedule 13D/A filed with the Securities and Exchange Commission on January 30, 2024, which represents approximately 16.7% of the Company’s outstanding shares of common stock. The Company’s determination to authorize Greenhouse’s and Kanders’ requests to raise their respective stakes is conditioned upon, and subject to, among other things, Greenhouse and Kanders not increasing each of their respective beneficial ownership to more than 15.0% and 26.7%, respectively, of the Company’s outstanding shares of common stock, and Greenhouse and Kanders increasing their respective positions to up to 15.0% and 26.7%, respectively, within the next twelve months. In the event that Greenhouse or Kanders subsequently reduces their respective beneficial ownership to below 9.9%, they would need to obtain a new approval from the Company’s board of directors before seeking to again increase their respective beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock.