Form 8-K
8-K — GrabAGun Digital Holdings Inc.
Accession: 0001193125-26-221667
Filed: 2026-05-13
Period: 2026-05-13
CIK: 0002051380
SIC: 5940 (RETAIL-MISCELLANEOUS SHOPPING GOODS STORES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — pew-20260513.htm (Primary)
EX-99 (pew-ex99.htm)
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8-K
8-K (Primary)
Filename: pew-20260513.htm · Sequence: 1
8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2026
GrabAGun Digital Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
Texas
001-42748
33-4289144
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
200 East Beltline Road, Suite 403
Coppell, Texas
75019
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (972) 552-7246
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share
PEW
New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
PEWW
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The information contained in the Press Release issued by GrabAGun Digital Holdings Inc., a Texas corporation (the “Company”), on May 13, 2026, reporting the Company’s preliminary results of operations for the fiscal quarter ended March 31, 2026, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference. Such information in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number
Description of Exhibit
99.1
Press Release issued by GrabAGun Digital Holdings Inc. on May 13, 2026.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GRABAGUN DIGITAL HOLDINGS INC.
Date:
May 13, 2026
By:
/s/ Marc Nemati
Name: Marc Nemati
Title: President and Chief Executive Officer
EX-99
EX-99
Filename: pew-ex99.htm · Sequence: 2
EX-99
Exhibit 99.1
GrabAGun Digital Holdings Reports First Quarter 2026 Results
First Quarter Revenues Increased 11.1% to $25.9 million
Firearms Sales Increased 10.5%, Well Ahead of the 1.6% Increase in Adjusted NICS Background Checks
Launched PEW Logistics; Investing in Logistics Infrastructure to Drive Next Phase of Growth with Two Manufacturing Partners Onboard to Date
Coppell, Texas – May 13, 2026 – GrabAGun Digital Holdings Inc. (“GrabAGun” or the “Company”) (NYSE:PEW), an online retailer of firearms, ammunition and related accessories, today reported first quarter 2026 financial results for the three months ended March 31, 2026.
Marc Nemati, Chief Executive Officer of GrabAGun, commented, “We delivered a solid start to fiscal 2026 with firearms sales increasing 10.5% year-over-year, well above the 1.6% increase in Adjusted NICS background checks1 during the first quarter. These results reflect continued market share gains as well as the strength of our technology-driven platform and the loyalty of our growing customer base.
“Importantly, we launched PEW Logistics, our white-label direct-to-consumer fulfillment solution for firearms manufacturers, in January 2026. This marked a major milestone in GrabAGun's journey as we continue to expand our B2B offerings and open new revenue streams for the Company. We are proud of the early success we have seen with partners Derya Arms and KelTec® Weapons which have validated PEW Logistics' value proposition and look forward to continuing to grow this business alongside our direct-to-consumer platform. Looking ahead, we remain well-positioned to execute on our growth strategy with over $106 million in cash, minimal debt, and a proven track record of outperforming and leading innovation in our industry.
The ATF has proposed amendments that could allow remote firearm transfers with secure identity verification and direct-to-home delivery under an approved framework, and we believe GrabAGun is uniquely positioned to capitalize on this potential opportunity. For over 15 years, we have invested in building the digital infrastructure, compliance systems, and regulatory expertise required to operate in this complex regulatory environment at scale. Few companies have spent that long building the operational foundation that this kind of regulatory evolution would demand."
First Quarter Financial Highlights
•
Net revenue was $25.9 million, up 11.1% year-over-year, compared to $23.3 million in the prior-year quarter.
o
Firearms sales increased 10.5% to $21.7 million.
o
Non-firearms sales increased 10.4% to $4.1 million.
o
Service sales totaled $0.1 million as PEW Logistics started generating revenue during the current quarter.
•
Gross profit margin of 10.7% compared with 9.6% gross profit margin in the prior year's quarter.
•
Loss from operations was $2.6 million compared to income from operations of $42 thousand in the prior-year quarter, driven by stock-based compensation expense, public company expenses, and increased personnel costs associated with headcount additions.
•
Net loss was $1.8 million compared to net income of $0.1 million in the prior-year quarter.
1Adjusted NICS background checks refer to data from the National Instant Criminal Background Check System (NICS) that has been modified by the National Shooting Sports Foundation (NSSF) to exclude checks related to concealed carry permits and permit rechecks. This adjusted data is often used to provide a clearer picture of the firearms market, as the NICS system includes a significant number of checks for permit applications that do not directly correspond to a new firearm sale.
•
Adjusted EBITDA2 totaled a loss of $2.0 million for the quarter compared to income of $0.5 million in the prior-year quarter.
•
Cash and cash equivalents of $106 million, or $3.62 per share, with minimal debt, as of March 31, 2026.
Business Highlights
•
Overall Customer Lifetime Value3 increased by 4.2% to $906.
•
In Q1 2026, total site traffic grew 12.6% year-over-year with Mobile Sessions4 continuing to be a core driver attributing approximately 67.0% of site traffic, accounting for 70.0% of transactions, and 64.0% of net revenue, demonstrating a beneficial channel mix that aligns with the Company’s mobile-first strategy.
•
For the three months ended March 31, 2026, Company net revenue increased 11.1% compared to the same period in 2025, significantly outpacing the broader industry, as the Adjusted NICS background checks increase of 1.6% during the same period, highlighting the competitive advantages of GrabAGun’s frictionless eCommerce experience.
•
Launched PEW Logistics in January 2026, a wholly-owned subsidiary offering white-label direct-to-consumer fulfillment solutions for firearms manufacturers.
o
Onboarded KelTec® Weapons as the platform's first implementation partner.
o
Added Derya Arms as the second manufacturer partner in March 2026.
•
Executed $2.4 million of share repurchases during the first quarter, with $8.7 million remaining of the Company’s previously authorized $20.0 million share repurchase program, reflecting management’s strong conviction in the Company’s fundamentals and an efficient capital allocation strategy to maximize shareholder value.
First Quarter 2026 Conference Call and Webcast
Management will host a conference call at 4:30 PM ET today to discuss its first quarter 2026 results. The live webcast and replay will be accessible under the Events & Presentations section of the Company’s Investor Relations website at investors.grabagun.com.
About GrabAGun
We are defenders. We are sportsmen. We are outdoorsmen. We believe that it is our American duty to help everyone, from first-time buyers to long-time enthusiasts, understand and legally secure their firearms and accessories. That’s why our arsenal is fully packed, consistently refreshed, and always loaded with high-quality, affordable firearms and accessories. Industry-leading brands that GrabAGun works with include Smith & Wesson Brands, Sturm, Ruger & Co., SIG Sauer, Glock, Springfield Armory and Hornady Manufacturing, among others.
GrabAGun is a fast growing, digitally native and multi-brand eCommerce retailer of firearms, ammunition and related accessories, and other outdoor enthusiast products. Building on its proprietary software expertise, GrabAGun’s eCommerce site has become one of the leading firearm retail websites. In addition to its eCommerce excellence, GrabAGun has developed industry-leading solutions that transform supply chain management, combining dynamic inventory and order management with AI-powered pricing and demand forecasting. These advancements enable seamless logistics, efficient regulatory compliance and a streamlined experience for customers.
Forward-Looking Statements
This news release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties. Any statements other than historical facts contained herein are forward-looking statements.
2 Adjusted EBITDA is a non-GAAP financial measure. See the supplementary schedules in this press release for a discussion of how the Company defines and calculates this measure and a reconciliation thereof to net income (loss), the most directly comparable GAAP measure.
3 Customer Lifetime Value is an estimate of the present value of revenue expected from each customer, including the first order plus projected repeat orders.
4 Mobile Session is a period of user interaction with an app or website, initiated when a user opens your app in the foreground or views a page on your website using a mobile device.
Forward-looking statements reflect our beliefs and expectations based on current estimates and projections. While we believe these expectations, and the estimates and projections on which they are based, are reasonable and were made in good faith, these statements are subject to numerous risks and uncertainties. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “forecasts,” “estimates,” “budgets,” “projects,” “strategy,” “guidance,” “outlook,” “believes,” “expects,” “intends,” “plans,” “predicts,” “potential,” “seek,” “continue,” “target,” “goal,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ending December 31, 2025 as filed with the Securities and Exchange Commission ("SEC") on March 12, 2026, and other documents filed or to be filed by GrabAGun from time to time with the SEC. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA. Recipients are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements included herein are only made as of the date of this report, or if earlier, as of the date they were made, and we undertake no obligation to correct, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.
Investors & Media
GrabAGun@icrinc.com
GRABAGUN DIGITAL HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
March 31,
December 31,
2026
2025
(Unaudited)
Assets
Current assets:
Cash and cash equivalents
$
106,428
$
110,395
Inventory, net
9,156
8,532
Prepaid expenses and other current assets
1,228
1,761
Total current assets
116,812
120,688
Capitalized software, net
893
781
Property and equipment, net
9,694
8,550
Operating lease right-of-use asset
—
39
Other assets
1,150
1,204
Total assets
$
128,549
$
131,262
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable
$
13,033
$
11,833
Operating lease liability, current
—
41
Accrued expenses and other current liabilities
2,038
2,447
Unearned revenue
1,824
2,453
Total current liabilities
16,895
16,774
Long-term debt
7,768
6,887
Total liabilities
24,663
23,661
Commitments and Contingencies (Note 11)
Shareholders' Equity:
Common stock, $0.0001 par value; 200,000,000 shares authorized; 31,698,936 shares issued and 29,366,740 shares outstanding as of March 31, 2026 and 31,545,268 shares issued and 29,982,590 outstanding as of December 31, 2025
3
3
Treasury stock, 2,332,196 shares as of March 31, 2026 and 1,562,678 shares as of December 31, 2025
(11,269
)
(8,884
)
Additional paid-in capital
121,676
121,171
Accumulated deficit
(6,524
)
(4,689
)
Total shareholders' equity
103,886
107,601
Total liabilities and shareholders' equity
$
128,549
$
131,262
GRABAGUN DIGITAL HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
For the Three Months
Ended March 31,
2026
2025
Net revenues
$
25,928
$
23,331
Cost of goods sold
23,162
21,091
Gross profit
2,766
2,240
Operating expenses:
Sales and marketing
280
239
General and administrative
5,127
1,959
Total operating expenses
5,407
2,198
Income (loss) from operations
(2,641
)
42
Other income:
Interest income, net
802
53
Other income, net
4
—
Total other income
806
53
Income (loss) before income tax expense
(1,835
)
95
Income tax expense (benefit)
—
—
Net income (loss)
$
(1,835
)
$
95
Weighted-average shares outstanding, basic and diluted
29,653,801
10,000,000
Net income (loss) per share, basic and diluted
$
(0.06
)
$
0.01
GRABAGUN DIGITAL HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
For The Three Months
Ended March 31,
2026
2025
Operating activities:
Net income (loss)
$
(1,835
)
$
95
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation
503
—
Depreciation of property and equipment
9
5
Amortization of software development costs
66
46
Non-cash lease expense
39
55
Sales return allowance
(67
)
(74
)
Inventory returns reserve
58
63
Changes in operating assets and liabilities:
Inventory, net
(682
)
(1,589
)
Prepaid expenses and other current assets
533
142
Other assets
54
(12
)
Accounts payable
1,159
2,779
Operating lease liability
(41
)
(56
)
Accrued and other current liabilities
(827
)
(116
)
Unearned revenue
(629
)
(58
)
Net cash provided by (used in) operating activities
(1,660
)
1,280
Investing activities:
Purchase of property and equipment
(1,096
)
(7
)
Additions to capitalized software
(155
)
(75
)
Net cash used in investing activities
(1,251
)
(82
)
Financing activities:
Distributions to GrabAGun Members
—
(1,020
)
Payments of deferred transaction costs
—
(647
)
Proceeds from borrowings, net
979
—
Payment for stock repurchases
(2,035
)
—
Net cash provided by (used in) financing activities
(1,056
)
(1,667
)
Net increase (decrease) in cash and cash equivalents
(3,967
)
(469
)
Cash and cash equivalents, beginning of period
110,395
7,887
Cash and cash equivalents, end of period
$
106,428
$
7,418
Supplemental disclosures of non-cash investing and financing activities:
Deferred transaction costs included in accounts payable
$
—
$
136
Stock-based compensation expense capitalized in internal-use software development costs
$
2
$
—
Accrued treasury stock repurchases
$
328
$
—
Additions of capitalized software included within accounts payable
$
22
$
10
Purchases of property and equipment included within accounts payable
$
57
$
—
Excise tax for stock repurchase included within accounts payable
$
109
$
—
Non-GAAP Financial Information
We utilize Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP financial measures, to supplement GAAP measures of performance as a tool to evaluate our historical financial and operational performance, identify trends affecting our business, and formulate business plans and make strategic decisions. We believe that Adjusted EBITDA provides users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of interest income, net, income tax, and non-cash expenses, including depreciation, amortization, stock compensation, and certain non-recurring costs, as management does not believe these to be representative of our core earnings. We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue.
The non-GAAP financial measures have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to shareholders or as a measure of cash that will be available to us to meet our obligations.
We define Adjusted EBITDA as net income (loss) excluding interest income, net, income tax, and non-cash expenses, including depreciation and amortization, stock-based compensation, and certain non-recurring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
The following table reconciles our GAAP and non-GAAP financial measures for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Three months ended March 31,
2026
2025
Net revenues
$
25,928
$
23,331
Cost of goods sold
23,162
21,091
Gross profit
$
2,766
$
2,240
% Gross profit
11
%
10
%
Net income (loss)
$
(1,835
)
$
95
Interest income, net
(802
)
(53
)
Depreciation and amortization
92
51
Stock-based compensation expense
503
—
Non-recurring costs (1)
—
453
Adjusted EBITDA
$
(2,042
)
$
546
% Adjusted EBITDA margin
(8
%)
2
%
(1) Non-recurring costs consist of third-party accounting and consulting fees incurred in connection with the Business Combination.
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May 13, 2026
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Trading Symbol
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Title of a 12(b) registered security.
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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