Sportsman's Warehouse CEO shares withheld for taxes

SPORTSMAN'S WAREHOUSE HOLDINGS, INC.

Accepted by SEC EDGAR 05/05/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

SPORTSMAN'S WAREHOUSE HOLDINGS, INC. President and CEO Paul Stone had 17,839 shares of common stock withheld at $1.47 per share to cover tax obligations tied to the vesting of previously granted restricted stock units. This was a Rule 16b-3 tax-withholding disposition, not an open-market sale. After the withholding, he directly owns 1,395,893 shares, which include multiple blocks of restricted stock units scheduled to vest between November 1, 2026 and March 25, 2029, each RSU representing the right to receive one share.

Insider Trade Summary

Exercise Price or Tax Liability: 17,839 shares

Exercise Price or Tax Liability 1 txn

Insider Stone Paul

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	17,839	$1.47	$26K

Holdings After Transaction: Common Stock — 1,395,893 shares (Direct)

Holdings Before and After: Common Stock, 1,413,732 to 1,395,893 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting of restricted stock units previously granted to the Reporting Person.
2. F2. Includes (i) 110,032 restricted stock units scheduled to vest in one installment on November 1, 2026, (ii) 134,844 restricted stock units scheduled to vest on April 1, 2027, (iii) 41,537 restricted stock units scheduled to vest on May 1, 2027, (iv) 133,333 restricted stock units scheduled to vest in two substantially equal installments on March 26, 2027 and March 26, 2028, and (v) 434,783 restricted stock units scheduled to vest in three substantially equal installments on March 25, 2027, March 25, 2028, and March 25, 2029, in each case subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

Key Figures

Tax-withheld shares: 17,839 shares Withholding price: $1.47 per share Shares after transaction: 1,395,893 shares +5 more

8 metrics

Tax-withheld shares 17,839 shares Shares withheld to satisfy tax obligations at vesting on 2026-05-01

Withholding price $1.47 per share Value used for tax-withholding disposition of common stock

Shares after transaction 1,395,893 shares Common stock directly owned by Paul Stone following the transaction

RSUs vesting 2026-11-01 110,032 RSUs Restricted stock units scheduled to vest in one installment on November 1, 2026

RSUs vesting 2027-04-01 134,844 RSUs Restricted stock units scheduled to vest on April 1, 2027

RSUs vesting 2027-05-01 41,537 RSUs Restricted stock units scheduled to vest on May 1, 2027

RSUs vesting 2027–2028 133,333 RSUs Vesting in two substantially equal installments on March 26, 2027 and March 26, 2028

RSUs vesting 2027–2029 434,783 RSUs Vesting in three substantially equal installments on March 25, 2027, 2028, and 2029

Key Terms

restricted stock units, Rule 16b-3, tax withholding obligations, beneficial ownership

4 terms

restricted stock units financial

"vesting of restricted stock units previously granted to the Reporting Person"

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 16b-3 regulatory

"shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax withholding obligations financial

"to satisfy tax withholding obligations in connection with the vesting"

beneficial ownership financial

"Includes (i) 110,032 restricted stock units scheduled to vest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What insider transaction did SPWH CEO Paul Stone report?

Paul Stone reported a tax-withholding disposition of 17,839 SPWH shares at $1.47 per share. The shares were withheld by the company to satisfy tax obligations from vesting restricted stock units, rather than sold in the open market.

Was the SPWH CEO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 17,839 shares were withheld by the issuer under Rule 16b-3 to cover tax liabilities when previously granted restricted stock units vested.

How many SPWH shares does CEO Paul Stone hold after this filing?

After the tax-withholding transaction, Paul Stone holds 1,395,893 SPWH common shares directly. This total includes significant blocks of restricted stock units scheduled to vest over several dates from 2026 through 2029, subject to continued employment.

What restricted stock units does SPWH CEO Paul Stone have outstanding?

His holdings include RSUs of 110,032, 134,844, 41,537, 133,333, and 434,783 shares, each block vesting on specified dates between November 1, 2026 and March 25, 2029. Each RSU represents the right to receive one SPWH share.

Why were 17,839 SPWH shares withheld from the CEO?

The company withheld 17,839 shares from Paul Stone to satisfy tax withholding obligations connected to vesting restricted stock units. This mechanism delivers shares to tax authorities instead of cash, avoiding a separate market sale by the executive.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

Stone Paul

(Last) (First) (Middle)

C/O SPORTSMAN'S WAREHOUSE HOLDINGS,

1475 WEST 9000 SOUTH SUITE A

(Street)

WEST JORDAN UTAH 84088

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		F		17,839(1)	D	$1.47	1,395,893(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. Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting of restricted stock units previously granted to the Reporting Person.

2. Includes (i) 110,032 restricted stock units scheduled to vest in one installment on November 1, 2026, (ii) 134,844 restricted stock units scheduled to vest on April 1, 2027, (iii) 41,537 restricted stock units scheduled to vest on May 1, 2027, (iv) 133,333 restricted stock units scheduled to vest in two substantially equal installments on March 26, 2027 and March 26, 2028, and (v) 434,783 restricted stock units scheduled to vest in three substantially equal installments on March 25, 2027, March 25, 2028, and March 25, 2029, in each case subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

	/s/ Jennifer Fall Jung, Attorney-in-Fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)