United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2022

CLARUS CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (801) 278-5552

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Item 8.01 Other Events.

On August 19, 2022, the Company delivered letters (each, a “Letter” and collectively, the “Letters”) to each of Greenhouse Funds LLLP and its affiliates (collectively, “Greenhouse”) and Brown Advisory Incorporated and its affiliates (collectively, “Brown”) approving their respective requests to be permitted under the Company’s Rights Agreement dated as of February 12, 2008 to increase their respective beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock. Such approval is conditioned upon, and subject to each of Greenhouse and Brown: (i) not increasing its respective beneficial ownership to in excess of 12.5% of the Company’s outstanding shares of common stock; (ii) remaining continuously eligible to report its respective beneficial ownership of the Company’s common stock on Schedule 13G; and (iii) increasing its respective beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock, if at all, on or before the twelve month anniversary of the date of each Letter.

Furthermore, in the event that Greenhouse or Brown reduces its respective beneficial ownership to below 9.9%, the approval granted pursuant to the respective Letters shall immediately terminate and Greenhouse or Brown, as applicable, would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its respective beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock.

Copies of the Letters are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letters is not intended to be complete and is qualified in its entirety by the complete text of the Letters.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 22, 2022