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GrabAGun CEO Nemati sells 4,108 shares to cover tax

Nemati’s sale covered tax withholding on the prior day’s restricted-stock-unit vesting and was made under a Rule 10b5-1 trading plan.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

GrabAGun Digital Holdings Inc. (PEW) President and CEO Marc A. Nemati reported that 16,667 restricted stock units vested on October 15, 2026, converting into 16,667 common shares; 116,667 restricted stock units remained afterward. On October 16, 2026, he sold 4,108 common shares at a weighted average price of $1.8502 per share to cover tax withholding tied to the vesting. The sale was made under a Rule 10b5-1 trading plan and was not discretionary. A separate holding entry lists 120,000 common shares held indirectly by the Nemati Family Trust U/A DTD 01/22/2024.

Insider Nemati Marc A.
Role President and CEO
Sold 4,108 shs ($8K)
Approx. gross sale proceeds $8K
Type Security Shares Price Value
Sale Common Stock F2, F3 4,108 $1.8502 $8K
Exercise Restricted Stock Units F1, F4 16,667 $0.00 $0.00
Exercise Common Stock F1 16,667 -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 116,667 contracts (Direct); Common Stock — 2,561,043 shares (Direct); Common Stock — 120,000 shares (Indirect, By Nemati Family Trust U/A DTD 01/22/2024)
Footnotes (4)
  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 October 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.
  3. F3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.85 to $1.89 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. On September 29, 2025, the Reporting Person was granted 200,000 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.
Common shares sold 4,108 shares October 16, 2026
Weighted average sale price $1.8502 per share Sale on October 16, 2026
Sale price range $1.85 to $1.89 per share Multiple transactions on October 16, 2026
Common shares acquired upon RSU conversion 16,667 shares October 15, 2026
Restricted stock units after vesting 116,667 restricted stock units Reported after the October 15, 2026 transaction
Indirect common shares held by Nemati Family Trust 120,000 shares Holding entry dated October 15, 2026
Restricted stock units granted 200,000 restricted stock units Granted September 29, 2025
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive without payment"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Rule 10b5-1 trading plan financial
"The sell to cover transactions were effected pursuant to a Rule 10b5-1 trading plan"
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
"The "sell to cover" transactions"
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.

FAQ

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

How many PEW shares did Marc A. Nemati sell, and at what price?

Marc A. Nemati, GrabAGun Digital Holdings Inc.'s President and CEO, sold 4,108 shares on October 16, 2026, at a weighted average price of $1.8502 per share. The shares were sold in multiple transactions at prices ranging from $1.85 to $1.89 per share to cover tax withholding tied to restricted stock units that vested October 15, 2026. The sale was pursuant to a Rule 10b5-1 trading plan and did not represent a discretionary trade.

How many PEW restricted stock units vested for Marc A. Nemati?

16,667 restricted stock units vested on October 15, 2026, converting into 16,667 common shares. The reported position after the transaction included 116,667 restricted stock units. Each restricted stock unit represents a contingent right to receive one common share without payment.

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

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Available on EDGAR Accepted by SEC EDGAR 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
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*
Nemati Marc A.

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2026
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 Stock10/15/2026M16,667A(1)2,565,151D
Common Stock10/16/2026S4,108(2)D$1.8502(3)2,561,043D
Common Stock120,000IBy Nemati Family Trust U/A DTD 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)10/15/2026M16,667 (4) (4)Common Stock16,667$0116,667D
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 October 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.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.85 to $1.89 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. On September 29, 2025, the Reporting Person was granted 200,000 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.
/s/ Jonathan Wolens, as attorney-in-fact10/16/2026
** 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)

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