Form 4: Nemati Marc A. reports sale transactions in PEW

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nemati Marc A. reported open-market sale transactions in a Form 4 filing for PEW. The filing lists transactions totaling 10,016 shares at a weighted average price of $2.82 per share. Following the reported transactions, holdings were 2,528,325 shares.

Insights

CEO’s pre-planned sell-to-cover trades look routine and administrative.

The president and CEO of GrabAGun Digital Holdings Inc. reported two open-market sales of 5,008 common shares each at $2.82 on February 13, 2026. Footnotes state these were “sell to cover” transactions for tax withholding on vested restricted stock units.

The trades were executed under a Rule 10b5-1 trading plan, which automates transactions based on preset instructions. This reduces concerns about market timing because the filing says they “do not represent discretionary trades” by the reporting person.

After the sales, the CEO still directly beneficially owned 2,523,317 shares and indirectly held 120,000 shares through the Nemati Family Trust U/ADTD 01/22/2024. The reported activity appears consistent with standard equity-compensation tax management rather than a shift in ownership stance.

Insider Trade Summary

Net Seller: 10,016 shares ($28,245)

Net Sell 3 txns

Insider Nemati Marc A.

Role President and CEO

Sold 10,016 shs ($28K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,008	$2.82	$14K
Sale	Common Stock	5,008	$2.82	$14K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,528,325 shares (Direct); Common Stock — 120,000 shares (Indirect, By Nemati Family Trust U/ADTD 01/22/2024)

Footnotes (1)

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 October 15, 2025. 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. 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 January 15, 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.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 08:53 PM

SEC Form 4

FORM 4

UNITED 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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Nemati Marc A.

(Last)

(First)

(Middle)

C/O GRABAGUN DIGITAL HOLDINGS INC.

200 EAST BELTLINE ROAD, SUITE 403

(Street)

COPPELL

75019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GrabAGun Digital Holdings Inc. [ PEW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		S		5,008⁽¹⁾	D	$2.82	2,528,325	D
Common Stock	02/13/2026		S		5,008⁽²⁾	D	$2.82	2,523,317	D
Common Stock								120,000	I	By Nemati Family Trust U/ADTD 01/22/2024

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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 October 15, 2025. 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.

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 January 15, 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.

	/s/ Jonathan Wolens, as attorney-in-fact	02/13/2026
	** Signature of Reporting Person	Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did GrabAGun Digital Holdings (PEW) report for Marc A. Nemati?

Marc A. Nemati reported two open-market sales of 5,008 GrabAGun Digital Holdings common shares each at $2.82 on February 13, 2026. The filing describes these as routine “sell to cover” trades related to vested restricted stock units and associated tax withholding.

Why did the GrabAGun Digital Holdings (PEW) CEO sell shares on February 13, 2026?

The CEO’s sales were to cover tax withholding obligations from restricted stock units that vested on October 15, 2025 and January 15, 2026. The filing states these “sell to cover” transactions followed a Rule 10b5-1 trading plan and were not discretionary trades.

How many GrabAGun Digital Holdings (PEW) shares did the CEO sell and at what price?

Marc A. Nemati sold 5,008 GrabAGun Digital Holdings common shares in each of two transactions, totaling 10,016 shares. Both trades occurred on February 13, 2026 at a reported price of $2.82 per share, according to the Form 4 insider filing.

How many GrabAGun Digital Holdings (PEW) shares does Marc A. Nemati own after these trades?

After the reported transactions, Marc A. Nemati beneficially owned 2,523,317 GrabAGun Digital Holdings common shares directly. He also indirectly owned 120,000 additional shares through the Nemati Family Trust U/ADTD 01/22/2024, as disclosed in the ownership table.

Were the GrabAGun Digital Holdings (PEW) insider sales under a Rule 10b5-1 trading plan?

Yes. The filing states the “sell to cover” transactions were effected under a Rule 10b5-1 trading plan. This means the trades followed preset instructions and, according to the disclosure, do not represent discretionary trades by the reporting person.

What role does Marc A. Nemati hold at GrabAGun Digital Holdings (PEW)?

Marc A. Nemati is reported as both a director and an officer of GrabAGun Digital Holdings, serving as president and CEO. His status as a senior executive makes his equity ownership and transactions subject to Section 16 reporting requirements on Form 4.