[8-K] GrabAGun Digital Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Millrose Properties (NYSE:MRP) filed an 8-K outlining key financing moves dated 1 Aug 2025.

• DDTL amendment: One future debt or equity Designated Issuance will no longer trigger a full 100 % cash-sweep; only the amount needed to reduce Delayed-Draw Term Loans to ≤ $500 m must be prepaid. A new 0.25 % funding fee applies to DDTL principal outstanding 270 days after the 24 Jun 2025 initial draw.
• Expanded guarantees: Subsidiary Millrose Properties SPE LLC now guarantees both the Feb 2025 revolving credit facility and the DDTL, giving lenders additional recourse.
• Planned capital raise: Millrose intends a private Rule 144A/Reg S sale of up to $1.0 b senior notes due 2030, subject to market conditions.

No operating results were provided. The actions increase financing flexibility and liquidity but introduce incremental costs, broader guarantees and potential leverage expansion.

Positive

• Mandatory pre-payment relief gives management flexibility to invest proceeds rather than repay debt immediately.
• Access to $1.0 b senior notes market could bolster liquidity ahead of future maturities.
• Subsidiary guarantee strengthens lender security, potentially lowering borrowing costs.

Negative

• 0.25 % funding fee marginally increases financing costs without operational benefit.
• Potential $1 b additional debt raises leverage and interest burden.
• Broader guarantees reduce structural protection for existing unsecured creditors.

Insights

Equity Research Analyst

TL;DR: Flexibility gained, dilution avoided; leverage could still rise—net neutral.

The sweep relief allows management to direct proceeds toward growth rather than immediate debt paydown, supporting equity value. A modest 0.25 % fee is immaterial versus optionality received. The forthcoming $1 b note issue, if priced reasonably, secures five-year liquidity before 2030 maturities. Guaranteeing the SPE slightly limits structural subordination risk for lenders, but has minimal P&L effect. Overall, the amendment balances cost and flexibility; impact for shareholders is neutral until pricing of the new notes is known.

Credit Analyst

TL;DR: Added guarantees help lenders, yet leverage headroom widens—credit view modestly negative.

The exemption could leave up to $500 m DDTL outstanding alongside a fresh $1 b unsecured tranche, pushing gross debt potentially $1.5 b higher. While the 0.25 % fee barely affects coverage, the larger debt stack may pressure metrics such as Debt/EBITDA and interest-coverage once rates on the new notes are set. The subsidiary guarantee enhances collateral, offsetting some risk, but overall leverage trajectory leans negative for bondholders.

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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): August 4, 2025

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)		(I.R.S. Employer Identification Number)

200 East Beltline Road, Suite 403

Coppell, Texas 75019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (972) 552-7246

(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
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. ☐

CURRENT REPORT ON FORM 8-K

GrabAGun Digital Holdings Inc.

August 4, 2025

Item 7.01. Regulation FD Disclosure.

The information contained in the Press Release issued by GrabAGun Digital Holdings Inc. on August 4, 2025, announcing the company’s $20 million share repurchase authorization, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference. The information in this current report (including the exhibit) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1		Press Release of GrabAGun Digital Holdings Inc. issued on August 4, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 4, 2025	By:	/s/ Marc Nemati
		Name:	Marc Nemati
		Title:	President and Chief Executive Officer

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FAQ

Why did Millrose Properties (MRP) amend its DDTL Credit Agreement?

To allow one future debt/equity issuance without a full 100 % cash sweep and to add a 0.25 % funding fee on outstanding DDTL.

How much debt could remain after the Designated Issuance prepayment?

No more than $500 million of DDTL principal may remain outstanding.

What is the size and tenor of the planned note offering by MRP?

Millrose plans to issue up to $1.0 billion senior notes due 2030 via a private Rule 144A/Reg S placement.

Which subsidiary joined as guarantor under Millrose’s credit facilities?

Millrose Properties SPE LLC became a guarantor to both the revolving credit facility and the DDTL agreement.

Will the senior notes be registered with the SEC?

No. The notes will be offered privately and will not be registered under the Securities Act of 1933.