GrabAGun Digital (PEW) taps Jonathan Terry as CFO in planned transition
Rhea-AI Filing Summary
GrabAGun Digital Holdings Inc. reported a planned Chief Financial Officer transition. Co-founder and CFO Justin Hilty will resign as CFO, principal accounting officer and principal financial officer effective August 14, 2026, continue in a transitional role until September 1, 2026, and then retire. The company states his decision was not due to any dispute or disagreement on operations, policies, practices or financial statements.
Jonathan Terry, a veteran finance executive with experience at YETI Holdings, Outschool, Outdoorsy/Roamly, RetailMeNot, Arrow Electronics and Dell, will become CFO, principal accounting officer and principal financial officer effective August 14, 2026. Under an employment agreement effective August 10, 2026, he will receive a $400,000 annual base salary, an annual bonus opportunity targeted at 60% of base salary with a 120% maximum, eligibility for long‑term equity under the 2025 Stock Incentive Plan, up to $40,000 in relocation assistance, and a $300,000 restricted stock unit award vesting in three equal annual installments starting August 10, 2027. If terminated without cause, he is eligible for 12 months of base salary, a pro‑rated bonus based on actual performance, and six months of benefits continuation, subject to a release.
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8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
non-competition restrictions regulatory
non-solicitation restrictions regulatory
Regulation FD Disclosure regulatory
Form S-8 regulatory
FAQ
What executive leadership change did GrabAGun Digital Holdings (PEW) disclose?
Who is the new CFO of GrabAGun Digital Holdings (PEW) and when does he start?
What are the main compensation terms for GrabAGun’s (PEW) new CFO Jonathan Terry?
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UNITED
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SECURITIES AND EXCHANGE COMMISSION
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 13, 2026, GrabAGun Digital Holdings Inc. (the “Company”) announced the retirement of Justin Hilty and his resignation from his current roles as Chief Financial Officer, principal accounting officer and principal financial officer of the Company, effective August 14, 2026. Mr. Hilty will continue to be employed by the Company, serving in a transitional role until September 1, 2026, at which time he will retire from the Company. Mr. Hilty’s decision was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies, practices or financial statements, including its controls or other financial related matters.
The Company also announced the appointment of Jonathan Terry as the Company’s Chief Financial Officer, principal accounting officer and principal financial officer, effective August 14, 2026. Mr. Terry will succeed Mr. Hilty.
Mr. Terry, 50, most recently served as Vice President, Global Finance at YETI Holdings, Inc. (NYSE: YETI), from 2023 through May, 2026. Previously, he served as Chief Financial Officer of Outschool, a venture-backed ed-tech marketplace, from 2022 to 2023, and as Chief Financial Officer of Outdoorsy/Roamly, an outdoor travel and insure-tech platform, from 2021 to 2022. From 2020 to 2021, Mr. Terry served as Chief Financial Officer of RetailMeNot, a private equity-owned digital marketplace. Earlier in his career Mr. Terry spent more than six years at Arrow Electronics, Inc. (NYSE: ARW) in finance leadership roles (from 2012 to 2018), and more than seven years at Dell Inc. in progressive FP&A and controllership roles (from 2005-2012). Mr. Terry holds a B.A. (Honors) in International Accounting, First Class, from the University of Glamorgan and is an Associate of the Chartered Institute of Management Accountants.
There are no arrangements or understandings between Mr. Terry and any other persons pursuant to which he was appointed Chief Financial Officer. There are no family relationships between Mr. Terry and any director or executive officer of the Company and the Company has not entered into any transactions with Mr. Terry that are reportable pursuant to Item 404(a) of Regulation S-K.
Jonathan Terry Employment Agreement; RSU Award
On August 7, 2026, effective as of August 10, 2026, the Company entered into an employment agreement with Mr. Terry (the “Employment Agreement”), pursuant to which Mr. Terry agreed to serve as the Company’s Chief Financial Officer. Mr. Terry’s employment commenced on August 10, 2026 (the “Effective Date”), with his appointment as Chief Financial Officer effective August 14, 2026. Under the Employment Agreement, Mr. Terry will receive an annual base salary of $400,000 and will be eligible to receive an annual performance bonus with a target opportunity of 60% of his base salary and a maximum payout potential of 120%, based on a combination of Company and individual performance goals. Pursuant to the Employment Agreement, Mr. Terry will also be eligible to receive long-term equity compensation under the 2025 Stock Incentive Plan (the “2025 Plan”), alongside the other executive officers of the Company. In addition, the Company will provide Mr. Terry with up to $40,000 in relocation assistance.
On the Effective Date, in connection with the Employment Agreement, the Company granted Mr. Terry $300,000 in restricted stock units (“RSUs”), with the number of shares underlying such RSUs determined based on the market value of the Company’s common stock at the close of trading on the Effective Date, vesting in equal one-third installments on each of the first three anniversaries of the Effective Date (i.e., August 10, 2027, August 10, 2028 and August 10, 2029), subject to Mr. Terry’s continued employment through the applicable vesting dates. The award was granted under the Company’s 2025 Plan, and subject to the terms and conditions of a Restricted Stock Unit Agreement between Mr. Terry and the Company.
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In the event the Company terminates Mr. Terry’s employment without Cause (as defined in the Employment Agreement), subject to his execution of a general release of claims, Mr. Terry will be entitled to receive (i) continued payment of his base salary for twelve months following the date of termination, (ii) his annual bonus for the year of termination, based on actual achievement of performance criteria, pro-rated for the period of employment during the fiscal year in which termination occurs, and (iii) continuation of benefits for six months following termination. The Employment Agreement contains customary non-competition restrictions for a period of one year following termination of employment and non-solicitation restrictions for a period of two years following termination of employment. Either party may terminate the Employment Agreement upon thirty (30) days’ advance written notice.
The foregoing description of the terms of Mr. Terry’s employment with the Company and the terms of the RSU award granted to Mr. Terry does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement included as Exhibit 10.1 hereto and the Company’s form of Restricted Stock Unit Agreement included as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 19, 2025, respectively, and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On August 13, 2026, the Company issued a press release announcing the retirement and resignation of Mr. Hilty and the appointment of Mr. Terry, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Employment Agreement, effective August 10, 2026, by and between GrabAGun Digital Holdings Inc. and Jonathan Terry. | |
| 99.1 | Press Release issued by GrabAGun Digital Holdings Inc. on August 13, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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: August 13, 2026 | By: | /s/ Jonathan B. Wolens | |
| Name: | Jonathan B. Wolens | ||
| Title: | General Counsel and Corporate Secretary | ||
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Exhibit 99.1
GrabAGun Digital Holdings Inc. Announces Chief Financial Officer Transition
Jonathan Terry, Veteran Public Company Finance Executive, Named Chief Financial Officer to Lead Next Phase of Growth;
Co-Founder and CFO Justin Hilty to Retire After 15 Years Leading Finance, Including the Company’s First Year as a Public Company
Coppell, Texas – August 13, 2026 – GrabAGun Digital Holdings Inc. (“GrabAGun” or the “Company”) (NYSE: PEW), an online retailer of firearms, ammunition and related accessories, today announced that Co-Founder and Chief Financial Officer, Justin Hilty, will retire from his role as CFO effective August 14, 2026. Jonathan Terry has been appointed as Chief Financial Officer effective August 14, 2026.
Mr. Hilty, who co-founded GrabAGun in 2011, has served as Chief Financial Officer since the Company’s founding, playing an integral role in building GrabAGun from an early-stage retailer into a public company. He remained in the CFO role following GrabAGun’s public listing to provide continuity through its first year as a public company and will continue to support Mr. Terry and the Company through the end of 2026 to ensure a seamless transition.
“Justin has been integral to GrabAGun since its founding, helping build the Company into what it is today,” said Marc Nemati, Chief Executive Officer of GrabAGun. “Over the past 15 years, he guided GrabAGun from an entrepreneurial startup to a scaled, technology-driven public company. His leadership, financial stewardship and deep understanding of our business have been invaluable, and we’re grateful he’ll remain closely involved through the transition.”
Mr. Nemati continued, “Jonathan brings the financial leadership, operational experience and public company expertise that will be important as GrabAGun enters its next stage of growth. He has a track record of partnering closely with executive teams, boards and investors to scale businesses while strengthening financial discipline, and he approaches finance as a strategic partner to the business rather than purely a reporting function. We’re excited to welcome him and to build on the foundation Justin helped create.”
Mr. Terry brings more than 25 years of financial and operational leadership experience across public companies, high-growth businesses and complex global organizations. Most recently, he served as Vice President of Global Finance at YETI, where he led global financial planning and analysis for the nearly $2 billion public consumer brand, working closely with senior leadership on strategic planning, investor relations and growth initiatives. He previously served as Chief Financial Officer of Outschool, Outdoorsy/Roamly and RetailMeNot, and held a series of senior finance leadership roles at Arrow Electronics, including Regional Chief Financial Officer of its $6 billion Americas Components business. Across his career, he has led finance organizations through periods of growth and transformation, with experience spanning financial planning and analysis, capital allocation, M&A and public company financial management.
“I’m excited to join GrabAGun at such an important point in the Company’s evolution,” said Mr. Terry. “Justin, Marc and the team have built an impressive business and a strong foundation for continued growth. I look forward to working alongside the leadership team to build on that foundation and help execute GrabAGun’s long-term strategy as a public company.”
“Co-founding GrabAGun and helping build the Company over the past 15 years has been the journey of a lifetime,” said Mr. Hilty. “I’m proud of what our team accomplished, from our earliest days through our transition to the public markets. Now that we’ve completed our first year as a public company, this is the right time for me to step back from the CFO role. I have full confidence in Marc, Jonathan and the entire team, and I look forward to working closely with Jonathan through year-end to ensure a seamless transition.”
About GrabAGun Digital Holdings Inc.
GrabAGun Digital Holdings Inc. (NYSE: PEW) is a technology-driven commerce and platform company serving the firearms, ammunition, and outdoor industry through two complementary businesses. GrabAGun.com, the Company’s digitally native e-commerce retailer operated by wholly-owned subsidiary GrabAGun LLC, is one of the nation’s leading online firearms retailers, built on 15 years of proprietary software development spanning dynamic inventory and order management, AI-powered pricing, demand forecasting, and automated regulatory compliance. PEW Logistics LLC, the Company’s wholly-owned platform services subsidiary, extends that proven infrastructure to firearms manufacturers as a turnkey e-commerce solution generating recurring, high-margin platform revenue across fulfillment, compliance, data, and marketing services. Together, these businesses position GrabAGun as the technology backbone of a modernized firearms supply chain, with a capital-efficient model that monetizes the infrastructure the Company has already built.
Forward-Looking Statements
This news release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties. Any statements other than historical facts contained herein are forward-looking statements. Forward-looking statements reflect our beliefs and expectations based on current estimates and projections. While we believe these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “forecasts,” “estimates,” “budgets,” “projects,” “strategy,” “guidance,” “outlook,” “believes,” “expects,” “intends,” “plans,” “predicts,” “potential,” “seek,” “continue,” “target,” “goal,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ending December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2026, and other documents filed or to be filed by GrabAGun from time to time with the SEC. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. Recipients are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements included herein are only made as of the date of this report, or if earlier, as of the date they were made, and we undertake no obligation to correct, update, or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
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