Fred W. Wagenhals, Robert D. Wiley, and Christopher D. Larson

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26446 / December 17, 2025 Securities and Exchange Commission v. Frederick W. Wagenhals, Robert D. Wiley, and Christopher D. Larson , Case No. CV-25-04696-PHX-SMB (D. Ariz. filed Dec. 15, 2025) SEC Sues Former Executives of Arizona-Based Company for Accounting and Disclosure Fraud On December 15, 2025, the Securities and Exchange Commission charged Fred W. Wagenhals, Robert D. Wiley, and Christopher D. Larson, three former executives of Scottsdale, Arizona-based Ammo, Inc. n/k/a Outdoor Holding Co., with accounting and disclosure fraud. According to the SEC’s complaint, Defendants Wagenhals and Wiley made repeated materially false and misleading statements in Ammo’s public SEC filings and financial statements that generally had the purpose of hiding or obfuscating unfavorable information about the management and operations of the company. As alleged, the false and misleading statements included hiding that one of Ammo’s key business leaders, and a co-founder of the company, Defendant Larson, played a critical executive and management role notwithstanding a federal court order from 2020 that prohibited him from holding and performing an executive role at a public company. The complaint further alleges that Larson’s undisclosed, senior role at Ammo enabled him to lead major business operations of the company in contravention of the court order, including the negotiations for the most significant acquisition in Ammo’s history, and allowed him to arrange a series of transactions where Larson or a member of his family would benefit financially. According to the complaint, Ammo’s public reports and financial statements were replete with misleading statements and omitted information, and also contained fundamental accounting errors, which Ammo’s former CEO, Defendant Wagenhals, and former CFO, Defendant Wiley, approved and certified while knowing information in the reports was inaccurate. The SEC’s complaint, filed in the U.S. District Court for the District of Arizona, charges all three defendants with violating the antifraud provisions of Sections 17(a)(1) and (3) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and charges Wagenhals and Wiley with falsifying books and records in violation of Exchange Act Rule 13b2-1, lying to auditors in violation of Exchange Act Rule 13b2-2, providing false certifications of filings in violation of Exchange Act Rule 13a-14, and failing to reimburse Ammo for certain compensation following Ammo’s accounting restatement as required by Section 304(a) of the Sarbanes-Oxley Act of 2002. The complaint seeks permanent injunctions, civil penalties, officer and director bars, disgorgement from Larson of ill-gotten gains with prejudgment interest, and reimbursement from Wagenhals and Wiley as required by Section 304(a) of the Sarbanes-Oxley Act. In a related administrative proceeding, Ammo, without admitting or denying the findings in the SEC’s order, agreed to cease and desist from committing or causing violations of Sections 17(a)(1) and (3) of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, 14a-3, and 14a-9 thereunder. Ammo also agreed to adopt and implement all of the recommendations of its compliance consultant within two years. The SEC’s investigation was conducted by Jeremy L. Graves and J. Lee Robinson, and supervised by Ian S. Karpel and Nicholas P. Heinke of the SEC’s Denver Regional Office. The litigation is being conducted by James P. McDonald, Zachary T. Carlyle, and Mr. Graves, and supervised by Gregory A. Kasper and Mr. Heinke, all also of the SEC’s Denver Regional Office. Resources <ul class="field