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Sportsman's Warehouse (NASDAQ: SPWH) CEO has shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SPORTSMAN'S WAREHOUSE HOLDINGS, INC. President and CEO Paul Stone reported a tax-related share disposition rather than an open-market sale. The company withheld 58,484 shares of common stock at $1.32 per share to cover his tax obligations upon vesting of previously granted restricted stock units.

After this withholding, Stone directly holds 1,413,732 shares of common stock. His holdings also include multiple blocks of unvested restricted stock units scheduled to vest between May 2026 and March 2029, each representing the right to receive one share of common stock upon vesting.

Positive

  • None.

Negative

  • None.
Insider Stone Paul
Role PRESIDENT AND CEO
Type Security Shares Price Value
Tax Withholding Common Stock 58,484 $1.32 $77K
Holdings After Transaction: Common Stock — 1,413,732 shares (Direct)
Footnotes (1)
  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. 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) 83,074 restricted stock units scheduled to vest in two substantially equal installments on May 1, 2026 and 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.
Shares withheld for taxes 58,484 shares Withheld to satisfy tax obligations on RSU vesting
Withholding price per share $1.32 per share Value used for tax-withholding disposition
Shares held after transaction 1,413,732 shares Direct SPWH common stock holdings after withholding
RSUs vesting November 1, 2026 110,032 RSUs Restricted stock units scheduled to vest in one installment
RSUs vesting April 1, 2027 134,844 RSUs Restricted stock units scheduled to vest on April 1, 2027
Multi-year RSU grant 434,783 RSUs Scheduled to vest in three equal installments from March 25, 2027 to March 25, 2029
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
"Represents shares withheld by the Issuer in accordance with Rule 16b-3"
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"
common stock financial
"Each restricted stock unit represents the right to receive one share of the Issuer's common stock"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Form 4 Insider Transactions: What Each Field Means →
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).
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT AND CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		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 Stock04/01/2026F58,484(1)D$1.321,413,732(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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) 83,074 restricted stock units scheduled to vest in two substantially equal installments on May 1, 2026 and 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-Fact04/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did SPWH CEO Paul Stone report in this Form 4 filing?

Paul Stone reported a tax-related share disposition. The company withheld 58,484 SPWH common shares at $1.32 each to satisfy his tax obligations tied to vesting restricted stock units, rather than him selling shares in the open market.

Did the SPWH CEO sell shares on the open market in this Form 4?

No, the transaction was tax withholding, not an open-market sale. Shares were withheld by the issuer under Rule 16b-3 to pay tax obligations on vesting restricted stock units previously granted to President and CEO Paul Stone.

How many SPWH shares does Paul Stone hold after this transaction?

Paul Stone holds 1,413,732 SPWH common shares directly after the transaction. This figure reflects his position after 58,484 shares were withheld by the company to cover tax liabilities related to vesting equity awards.

How many SPWH shares were withheld for Paul Stone’s taxes and at what price?

The company withheld 58,484 SPWH shares at $1.32 per share. These shares were delivered back to the issuer to satisfy tax withholding obligations connected to the vesting of restricted stock units granted to the CEO.

What restricted stock units does the SPWH CEO still have outstanding?

Paul Stone holds several unvested restricted stock unit awards. These include blocks scheduled to vest in installments on dates such as May 1, 2026, March 26, 2027, and March 25, 2029, each convertible into one share of SPWH common stock upon vesting.

What does Rule 16b-3 mean in the context of this SPWH filing?

Rule 16b-3 allows issuer-approved insider equity transactions. In this case, it permits SPWH to withhold common shares from Paul Stone to pay his tax obligations when restricted stock units vest, treating the disposition differently from open-market trading activity.