Sportsman's Warehouse insider grant: 23,113 RSUs to director Michael Tucci

Rhea-AI Filing Summary

Michael D. Tucci, a director of Sportsman's Warehouse Holdings, Inc. (SPWH), was granted 23,113 restricted stock units on 09/11/2025. Each unit represents the right to receive one share of common stock and was issued with a $0 price as a grant. The award vests in nine substantially equal monthly installments beginning one month after the grant, subject to Mr. Tucci's continued service as a director, and contains accelerated vesting if the outstanding unvested portion will vest in full immediately prior to the company’s 2026 annual meeting or upon a change in control. The Form 4 was signed by an attorney-in-fact on 09/29/2025 and reports the reporting person directly owning 23,113 shares following the transaction.

Positive

• 23,113 RSUs granted aligns director incentives with shareholder value
• Time‑based monthly vesting promotes continued service over the near term
• Acceleration provisions may protect director in change‑in‑control scenarios

Negative

• Grant creates potential dilution to existing shareholders (magnitude not disclosed)
• No disclosure in this Form 4 of the governing equity plan or grant rationale

Insights

Financial Analyst

TL;DR: Director received time‑based equity aligning pay with shareholder outcomes; transaction is routine and not likely material to valuation.

The grant of 23,113 RSUs to a director is a standard retention and alignment mechanism. The monthly vesting over nine months and acceleration provisions tied to the 2026 annual meeting or a change in control create near‑term alignment and limited retention risk. The grant price of $0 indicates a compensation award rather than a purchased transaction. For investors, this is a governance/compensation event rather than an operational or financial performance signal; its direct dilutive impact is modest relative to market‑cap considerations (not quantified in the filing).

Corporate Governance Expert

TL;DR: Time‑based RSUs with standard acceleration are governance‑typical; disclosure is clear but provides no granular plan context.

The filing discloses clear vesting mechanics: nine substantially equal monthly installments with acceleration before the 2026 annual meeting or on change in control. This structure balances retention and potential short‑term vesting triggers. The Form 4 does not specify whether the award was granted under an existing equity plan or the exact grant date committee approval details, so oversight and comparability to peer practices cannot be fully assessed from this filing alone.

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

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

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)
09/11/2025

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	09/11/2025		A		23,113(1)	A	$0	23,113	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. Grant of restricted stock units that 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	09/29/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did SPWH director Michael D. Tucci receive on 09/11/2025?

He was granted 23,113 restricted stock units (RSUs), each representing the right to one share of common stock.

How do the RSUs awarded to Michael D. Tucci vest?

They vest in nine substantially equal monthly installments starting one month after the grant, subject to continued service.

Are there accelerated vesting conditions for the RSUs granted to Mr. Tucci?

Yes. The outstanding unvested portion vests in full immediately prior to the company’s 2026 annual meeting or upon a change in control.

What was the price per share for the RSU grant reported on the Form 4?

The transaction price is reported as $0, indicating an equity grant rather than a purchase.

How many shares does Mr. Tucci beneficially own after the reported transaction?

The Form 4 reports Mr. Tucci as beneficially owning 23,113 shares following the reported transaction.