GrabAGun CFO Hilty exits, 66,667 RSUs vest

GrabAGun Digital Holdings details CFO Justin Hilty’s retirement terms, including advisory consulting through March 2027 and acceleration of 66,667 RSUs.

Rhea-AI Filing Summary

GrabAGun Digital Holdings Inc. (PEW) reported the previously announced transition of its Chief Financial Officer, Justin Hilty, who resigned as CFO effective August 14, 2026 and retired from the company effective September 1, 2026. The company entered into a Separation Agreement and Release under which Mr. Hilty’s employment ended on September 1, 2026. From the Separation Date through March 1, 2027, he agreed to provide at least 40 hours per month of advisory services at an hourly cash consulting fee. The agreement also accelerated vesting of Mr. Hilty’s remaining 66,667 unvested RSUs, with the corresponding shares of common stock to be transferred on or shortly after the vesting date. In exchange for these benefits, Mr. Hilty provided a release of claims through the Separation Date and remains subject to existing restrictive covenants, including a Non-Competition and Non-Solicitation Agreement benefiting the company and certain affiliates.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Unvested RSUs accelerated: 66,667 RSUs Advisory service period end date: March 1, 2027 Minimum advisory hours per month: 40 hours +2 more

5 metrics

Unvested RSUs accelerated 66,667 RSUs Remaining unvested RSUs that fully vested effective on the September 1, 2026 Separation Date

Advisory service period end date March 1, 2027 End of the period during which Justin Hilty will provide advisory services

Minimum advisory hours per month 40 hours Minimum monthly advisory services Justin Hilty agreed to provide after separation

Separation Date September 1, 2026 Date Mr. Hilty’s employment with GrabAGun Digital Holdings Inc. ended under the Separation Agreement

CFO resignation effective date August 14, 2026 Effective date of Justin Hilty’s resignation as Chief Financial Officer

Key Terms

Separation Agreement and Release, Restricted Stock Units, Non-Competition and Non-Solicitation Agreement, Emerging growth company

4 terms

Separation Agreement and Release regulatory

"the Company entered into a Separation Agreement and Release with Mr. Hilty"

Restricted Stock Units financial

"Mr. Hilty’s remaining 66,667 unvested RSUs were accelerated so that all unvested RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Non-Competition and Non-Solicitation Agreement regulatory

"the Non-Competition and Non-Solicitation Agreement dated as of January 6, 2025"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did GrabAGun Digital Holdings Inc. (PEW) announce?

GrabAGun Digital Holdings Inc. disclosed that Chief Financial Officer Justin Hilty resigned as CFO effective August 14, 2026 and retired from the company effective September 1, 2026, under a Separation Agreement and Release governing his departure and ongoing relationship.

What are the key terms of Justin Hilty’s Separation Agreement with PEW?

Under the Separation Agreement, Mr. Hilty’s employment ended on September 1, 2026, he will provide advisory services through March 1, 2027, his 66,667 unvested RSUs fully vested, and he granted a release of claims through the Separation Date while remaining subject to restrictive covenants.

How long will former CFO Justin Hilty advise GrabAGun Digital Holdings (PEW)?

From September 1, 2026 through March 1, 2027, Justin Hilty agreed to perform advisory services for GrabAGun Digital Holdings’ CEO or CFO, providing a minimum of 40 hours per month for an hourly cash consulting fee paid under the company’s standard contractor practices.

What equity compensation did Justin Hilty receive upon separation from PEW?

All of Mr. Hilty’s remaining 66,667 unvested RSUs were accelerated to fully vest effective on September 1, 2026, with the 66,667 shares of common stock underlying those RSUs to be transferred to him on or shortly after vesting, as described in the Separation Agreement.

What restrictive covenants continue to apply to Justin Hilty after leaving PEW?

Mr. Hilty remains subject to restrictive covenants in the Separation Agreement and a Non-Competition and Non-Solicitation Agreement dated January 6, 2025, in favor of GrabAGun Digital Holdings Inc., Colombier Acquisition Corp. II, Metroplex Trading Company, LLC and their affiliates, successors and subsidiaries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 05:02 PM EDT Accepted by SEC EDGAR 09/03/2026 - 04:54 PM EDT Learn about SEC filing dates

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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): September 1, 2026

GrabAGun Digital Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

Texas			001-42748	33-4289144
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
200 East Beltline Road, Suite 403
Coppell, Texas				75019
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 552-7246

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		PEW		New York Stock Exchange
				NYSE Texas
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		PEWW		New York Stock Exchange

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).

Emerging growth company ☒

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, Justin Hilty resigned from his position as the Chief Financial Officer of GrabAGun Digital Holdings Inc. (the “Company”) effective August 14, 2026, and retired effective September 1, 2026. In connection Mr. Hilty’s resignation as Chief Financial Officer and retirement from the Company, the Company entered into a Separation Agreement and Release with Mr. Hilty (the “Separation Agreement”), pursuant to which Mr. Hilty’s employment with the Company ended on September 1, 2026 (the “Separation Date”).

Under the Separation Agreement, during the period from the Separation Date through March 1, 2027, Mr. Hilty has agreed to perform advisory services for the Company at the request of the Company’s Chief Executive Officer or Chief Financial Officer. Mr. Hilty will provide a minimum of 40 hours a month of such advisory services, for which Mr. Hilty shall be paid an hourly cash consulting fee, payable in accordance with the Company’s standard practices for independent contractors.

In addition, Mr. Hilty’s remaining 66,667 unvested RSUs were accelerated so that all unvested RSUs fully vested effective on the Separation Date, with the transfer to Mr. Hilty of the 66,667 shares of the Company’s common stock underlying such RSUs to occur on or shortly after vesting.

Pursuant to the terms of his Employment Agreement dated July 15, 2025 between the Company and Mr. Hilty and in consideration for the foregoing benefits, Mr. Hilty agreed to generally release the Company from claims through the Separation Date. Mr. Hilty will continue to be subject to the restrictive covenants contained in the Separation Agreement and the Non-Competition and Non-Solicitation Agreement dated as of January 6, 2025 by Mr. Hilty in favor of and for the benefit of the Company, Colombier Acquisition Corp. II, Metroplex Trading Company, LLC and each of their respective affiliates, successors and direct and indirect subsidiaries.

The foregoing description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description of Exhibit
10.1		Separation Agreement and Release, dated September 1, 2026, by and between GrabAGun Digital Holdings Inc. and Justin Hilty.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

			GRABAGUN DIGITAL HOLDINGS INC.
Date:	September 3, 2026	By:	/s/ Jonathan B. Wolens
			Name: Jonathan B. Wolens Title: General Counsel and Corporate Secretary

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 99.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 53.4 KB