[Form 4] SPORTSMAN'S WAREHOUSE HOLDINGS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Michael D. Tucci, a director of Sportsman's Warehouse Holdings, Inc. (SPWH), reported purchases totaling 50,000 shares of common stock on 10/03/2025 at a weighted-average price of $2.81 per share. After the purchase he beneficially owns 73,113 shares directly, which includes 23,113 restricted stock units that vest in nine monthly installments beginning one month after grant and accelerate on either the 2026 annual meeting or a change in control. The filing was signed by an attorney-in-fact on 10/06/2025. The registrant discloses the purchase price range ($2.72–$2.85) and offers to provide per-trade details on request.

Positive

• Director purchased 50,000 shares at a weighted-average price of $2.81, aligning interests with shareholders
• Restricted stock units of 23,113 shares vest monthly and include acceleration provisions before the 2026 annual meeting

Negative

• Potential near-term dilution from 23,113 RSUs that vest over nine months
• Purchase price range indicates multiple trades between $2.72 and $2.85, which could reflect intraday execution in a low-liquidity market

Insights

Corporate Governance Analyst

Insider buying plus time-based RSUs signals director alignment with shareholders.

The director purchased 50,000 shares at a weighted-average price of $2.81, increasing direct beneficial ownership to 73,113 shares including 23,113 restricted stock units that vest monthly.

This combination of open-market purchases and structured equity grants links compensation to continued service and near-term retention; monitor the 2026 annual meeting vesting trigger and any accelerated-vesting events within 12 months for potential dilution and governance implications.

Equity Markets Specialist

Director purchases of this size may be modestly supportive of the share price in thinly traded names.

The reported 50,000-share acquisition at prices between $2.72 and $2.85 is a concrete cash commitment; the filer notes a weighted-average price of $2.81.

Watch for subsequent Form 4 filings or scheduled vesting settlements over the next nine months that could supply additional shares to the market or reduce selling pressure depending on whether RSUs are settled in stock or net-settled.

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
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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^*

TUCCI MICHAEL D

(Last) (First) (Middle)

1475 WEST 9000 SOUTH SUITE A

(Street)

WEST JORDAN UT 84088

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. [ SPWH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/03/2025		P		50,000	A	$2.81(1)	73,113(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.72 to $2.85, inclusive. The Reporting Person undertakes to provide to 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 purchased at each separate price within the range set forth in this footnote.

2. Includes 23,113 restricted stock units scheduled to vest in nine substantially equal installments, subject to the Reporting Person's continued service as a director through each vesting date, with the first installment vesting one month following the date of grant and an additional installment vesting on each monthly anniversary of the date of grant thereafter for the next eight months; provided that the outstanding and unvested portion of the award will vest in full immediately prior to (a) the Company's annual meeting of stockholders held in 2026 or (b) a change in control. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock.

	/s/ Jennifer Fall Jung, Attorney-in-Fact	10/06/2025
	** 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).
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FAQ

What did SPWH director Michael D. Tucci purchase on 10/03/2025?

He purchased 50,000 shares of SPWH common stock at a weighted-average price of $2.81 per share.

How many SPWH shares does Michael D. Tucci beneficially own after the transaction?

He beneficially owns 73,113 shares, which include 23,113 restricted stock units.

When do the restricted stock units vest and are there acceleration terms?

The 23,113 RSUs vest in nine substantially equal monthly installments beginning one month after grant and fully vest immediately prior to the company’s 2026 annual meeting or upon a change in control.

What price range were the shares purchased at?

Purchases occurred at prices ranging from $2.72 to $2.85; the filing reports a weighted-average price of $2.81.

Who signed the Form 4 and when was it filed?

The form was signed by an attorney-in-fact, Jennifer Fall Jung, and dated 10/06/2025.