STOCK TITAN

GrabAGun ex-CFO sells 16,384 shares to cover tax

Former GrabAGun Digital Holdings CFO reports RSU vesting tied to retirement, a small 10b5-1 sale to cover taxes, and 2.5 million shares held indirectly.

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

GrabAGun Digital Holdings Inc. (PEW) reports that former Chief Financial Officer Justin C. Hilty had 66,667 restricted stock units accelerate and fully vest on September 1, 2026 in connection with his retirement, converting into the same number of common shares at no cost. On September 2, 2026 he sold 16,384 common shares at a weighted average price between $2.25 and $2.28 per share in “sell to cover” transactions to satisfy tax withholding obligations, effected under a Rule 10b5-1 trading plan. Hilty also reports 2,500,000 common shares held indirectly through Hilty Holdings, Ltd., a family limited partnership.

Positive

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Negative

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Insider Hilty Justin C.
Role Insider
Sold 16,384 shs ($37K)
Approx. gross sale proceeds $37K
Type Security Shares Price Value
Sale Common Stock F2, F3 16,384 $2.2501 $37K
Exercise Restricted Stock Units F1, F5 66,667 $0.00 $0.00
Exercise Common Stock F1 66,667 -- --
holding Common Stock F4 -- -- --
Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 74,517 shares (Direct); Common Stock — 2,500,000 shares (Indirect, By Hilty Holdings, Ltd.)
Footnotes (5)
  1. F1. Each restricted stock unit represents a contingent right to receive without payment one share of common stock of the Issuer.
  2. F2. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the issuance of shares related to the restricted stock units that vested on September 1, 2026. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan and do not represent discretionary trades by the Reporting Person.
  3. F3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.28 per share, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
  4. F4. Represents shares of common stock previously transferred to a family limited partnership in transactions exempt from Section 16 pursuant to Rule 16a-13.
  5. F5. On September 29, 2025, the Reporting Person was granted 100,000 restricted stock units that vest in 12 equal quarterly increments commencing on July 15, 2025, with the first quarterly vesting occurring on October 15, 2025 (the "Original Grant"). The remaining 66,667 unvested restricted stock units under the Original Grant were accelerated and became fully vested on September 1, 2026 in connection with the Reporting Person's retirement as an officer of the Issuer effective September 1, 2026.
Shares sold to cover taxes 16,384 shares Common stock sold on September 2, 2026 to cover tax withholding
Weighted average sale price range $2.25–$2.28 per share Price range for 16,384 common shares sold on September 2, 2026
RSUs accelerated and vested 66,667 restricted stock units Unvested RSUs from a 100,000-unit grant vested on September 1, 2026
RSU grant size 100,000 restricted stock units Granted on September 29, 2025, vesting in 12 equal quarterly increments
Indirectly held common shares 2,500,000 shares Common stock held indirectly by Hilty Holdings, Ltd. as of September 1, 2026
restricted stock units financial
"Each restricted stock unit represents a contingent right to receive"
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.
Rule 10b5-1 trading plan regulatory
"sell to cover transactions were effected pursuant to a Rule 10b5-1"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
sell to cover financial
"Represents the number of shares sold by the Reporting Person to cover tax"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
family limited partnership financial
"previously transferred to a family limited partnership in transactions exempt"
Rule 16a-13 regulatory
"transactions exempt from Section 16 pursuant to Rule 16a-13"

FAQ

What did former CFO Justin C. Hilty report in this Form 4 for PEW?

He reported accelerated vesting of 66,667 restricted stock units into common stock on September 1, 2026, a sale of 16,384 shares on September 2, 2026 to cover taxes, and indirect ownership of 2,500,000 shares via Hilty Holdings, Ltd.

How many GrabAGun Digital (PEW) shares did Justin C. Hilty sell and at what price?

He sold 16,384 common shares on September 2, 2026 at a weighted average price between $2.25 and $2.28 per share, in multiple transactions within that range.

Why were Justin C. Hilty’s PEW shares sold on September 2, 2026?

The 16,384 shares were sold to cover tax withholding obligations related to vested restricted stock units. The filing states these were “sell to cover” transactions, not discretionary trades.

Were Justin C. Hilty’s PEW share sales made under a Rule 10b5-1 plan?

Yes. The filing notes the “sell to cover” transactions were effected pursuant to a Rule 10b5-1 trading plan, and the document-level Rule 10b5-1 box is affirmed.

What happened to Justin C. Hilty’s restricted stock units in PEW?

He was granted 100,000 restricted stock units on September 29, 2025. The remaining 66,667 unvested RSUs were accelerated and became fully vested on September 1, 2026 in connection with his retirement as an officer.

How many GrabAGun Digital (PEW) shares does Justin C. Hilty report indirectly owning?

He reports 2,500,000 common shares held indirectly by Hilty Holdings, Ltd., a family limited partnership. These shares were previously transferred in transactions exempt under Rule 16a-13.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hilty Justin C.

(Last)(First)(Middle)
C/O GRABAGUN DIGITAL HOLDINGS INC.
200 EAST BELTLINE ROAD, SUITE 403

(Street)
COPPELL TEXAS 75019

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
GrabAGun Digital Holdings Inc. [ PEW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Former Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026M66,667A(1)90,901D
Common Stock09/02/2026S16,384(2)D$2.2501(3)74,517D
Common Stock2,500,000(4)IBy Hilty Holdings, Ltd.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/01/2026M66,667 (5) (5)Common Stock66,667$00D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive without payment one share of common stock of the Issuer.
2. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the issuance of shares related to the restricted stock units that vested on September 1, 2026. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan and do not represent discretionary trades by the Reporting Person.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.28 per share, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
4. Represents shares of common stock previously transferred to a family limited partnership in transactions exempt from Section 16 pursuant to Rule 16a-13.
5. On September 29, 2025, the Reporting Person was granted 100,000 restricted stock units that vest in 12 equal quarterly increments commencing on July 15, 2025, with the first quarterly vesting occurring on October 15, 2025 (the "Original Grant"). The remaining 66,667 unvested restricted stock units under the Original Grant were accelerated and became fully vested on September 1, 2026 in connection with the Reporting Person's retirement as an officer of the Issuer effective September 1, 2026.
/s/ Jonathan B. Wolens, as attorney-in-fact09/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)