Form 8-K

8-K — GrabAGun Digital Holdings Inc.

Accession: 0001213900-26-089130

Filed: 2026-08-13

Period: 2026-08-10

CIK: 0002051380

SIC: 5940 (RETAIL-MISCELLANEOUS SHOPPING GOODS STORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0302041-8k_grabagun.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT, DATED AUGUST 7, 2026, BY AND BETWEEN GRABAGUN DIGITAL HOLDINGS INC. AND JONATHAN TERRY (ea030204101ex10-1.htm)

EX-99.1 — PRESS RELEASE ISSUED BY GRABAGUN DIGITAL HOLDINGS INC. ON AUGUST 13, 2026 (ea030204101ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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): August 10, 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

NYSE Texas

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 ☒

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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

August 13, 2026, GrabAGun Digital Holdings Inc. (the “Company”) announced the retirement of Justin Hilty and his resignation

from his current roles as Chief Financial Officer, principal accounting officer and principal financial officer of the Company, effective

August 14, 2026. Mr. Hilty will continue to be employed by the Company, serving in a transitional role until September 1, 2026, at which

time he will retire from the Company. Mr. Hilty’s decision was not the result of any dispute or disagreement with the Company on

any matter relating to the Company’s operations, policies, practices or financial statements, including its controls or other financial

related matters.

The

Company also announced the appointment of Jonathan Terry as the Company’s Chief Financial Officer, principal accounting officer

and principal financial officer, effective August 14, 2026. Mr. Terry will succeed Mr. Hilty.

Mr.

Terry, 50, most recently served as Vice President, Global Finance at YETI Holdings, Inc. (NYSE: YETI), from 2023 through May, 2026. Previously,

he served as Chief Financial Officer of Outschool, a venture-backed ed-tech marketplace, from 2022 to 2023, and as Chief Financial Officer

of Outdoorsy/Roamly, an outdoor travel and insure-tech platform, from 2021 to 2022. From 2020 to 2021, Mr. Terry served as Chief Financial

Officer of RetailMeNot, a private equity-owned digital marketplace. Earlier in his career Mr. Terry spent more than six years at Arrow

Electronics, Inc. (NYSE: ARW) in finance leadership roles (from 2012 to 2018), and more than seven years at Dell Inc. in progressive

FP&A and controllership roles (from 2005-2012). Mr. Terry holds a B.A. (Honors) in International Accounting, First Class, from the

University of Glamorgan and is an Associate of the Chartered Institute of Management Accountants.

There

are no arrangements or understandings between Mr. Terry and any other persons pursuant to which he was appointed Chief Financial Officer.

There are no family relationships between Mr. Terry and any director or executive officer of the Company and the Company has not entered

into any transactions with Mr. Terry that are reportable pursuant to Item 404(a) of Regulation S-K.

Jonathan

Terry Employment Agreement; RSU Award

August 7, 2026, effective as of August 10, 2026, the Company entered into an employment agreement with Mr. Terry (the “Employment

Agreement”), pursuant to which Mr. Terry agreed to serve as the Company’s Chief Financial Officer. Mr. Terry’s employment

commenced on August 10, 2026 (the “Effective Date”), with his appointment as Chief Financial Officer effective August 14,

2026. Under the Employment Agreement, Mr. Terry will receive an annual base salary of $400,000 and will be eligible to receive an annual

performance bonus with a target opportunity of 60% of his base salary and a maximum payout potential of 120%, based on a combination

of Company and individual performance goals. Pursuant to the Employment Agreement, Mr. Terry will also be eligible to receive long-term

equity compensation under the 2025 Stock Incentive Plan (the “2025 Plan”), alongside the other executive officers of the

Company. In addition, the Company will provide Mr. Terry with up to $40,000 in relocation assistance.

the Effective Date, in connection with the Employment Agreement, the Company granted Mr. Terry $300,000 in restricted stock units (“RSUs”),

with the number of shares underlying such RSUs determined based on the market value of the Company’s common stock at the close

of trading on the Effective Date, vesting in equal one-third installments on each of the first three anniversaries of the Effective Date

(i.e., August 10, 2027, August 10, 2028 and August 10, 2029), subject to Mr. Terry’s continued employment through the applicable

vesting dates. The award was granted under the Company’s 2025 Plan, and subject to the terms and conditions of a Restricted Stock

Unit Agreement between Mr. Terry and the Company.

the event the Company terminates Mr. Terry’s employment without Cause (as defined in the Employment Agreement), subject to his

execution of a general release of claims, Mr. Terry will be entitled to receive (i) continued payment of his base salary for twelve months

following the date of termination, (ii) his annual bonus for the year of termination, based on actual achievement of performance criteria,

pro-rated for the period of employment during the fiscal year in which termination occurs, and (iii) continuation of benefits for six

months following termination. The Employment Agreement contains customary non-competition restrictions for a period of one year following

termination of employment and non-solicitation restrictions for a period of two years following termination of employment. Either party

may terminate the Employment Agreement upon thirty (30) days’ advance written notice.

The

foregoing description of the terms of Mr. Terry’s employment with the Company and the terms of the RSU award granted to Mr. Terry

does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement included as

Exhibit 10.1 hereto and the Company’s form of Restricted Stock Unit Agreement included as Exhibit 4.4 to the Company’s Registration

Statement on Form S-8 filed with the Securities and Exchange Commission on September 19, 2025, respectively, and incorporated by reference

herein.

Item

7.01 Regulation FD Disclosure.

August 13, 2026, the Company issued a press release announcing the retirement and resignation of Mr. Hilty and the appointment of Mr.

Terry, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

Item

9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

of Exhibit

10.1

Employment Agreement, effective August 10, 2026, by and between GrabAGun Digital Holdings Inc. and Jonathan Terry.

99.1

Press Release issued by GrabAGun Digital Holdings Inc. on August 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:

August 13, 2026

By:

/s/

Jonathan B. Wolens

Name:

Jonathan B. Wolens

Title:

General Counsel and

Corporate Secretary

EX-10.1 — EMPLOYMENT AGREEMENT, DATED AUGUST 7, 2026, BY AND BETWEEN GRABAGUN DIGITAL HOLDINGS INC. AND JONATHAN TERRY

EX-10.1

Filename: ea030204101ex10-1.htm · Sequence: 2

Exhibit

10.1

EMPLOYMENT

AGREEMENT

THIS

EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 7th day of August 2026, by and between GrabAGun Digital

Holdings Inc., a Texas corporation having its principal office at 200 East Beltline Road, Suite 403, Coppell, Texas 75019 (the “Company”),

and Jonathan A. Terry (the “Employee” and, together with the Company, the “Parties,” each individually,

a “Party”).

WHEREAS,

the Company desires to employ the Employee as its Chief Financial Officer, and the Employee is willing to accept and undertake such employment,

on the terms and conditions set forth herein;

NOW,

THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the Company and the Employee agree as follows:

1. EMPLOYMENT.

The Company agrees to and does hereby employ the Employee, and the Employee agrees to and does hereby accept employment by the Company,

commencing on August 10, 2026 (the “Effective Date”). Employee will be appointed as the Company’s Chief Financial

Officer effective on August 14, 2026.

2. DUTIES;

FULL-TIME SERVICES.

2.1 Duties.

The Employee’s responsibilities and duties shall include, without limitation, the performance of those duties consistent with the

Employee’s position as Chief Financial Officer, including, but not limited to: ensuring the accurate, timely preparation of financial

statements in accordance with GAAP; overseeing the preparation and filing of quarterly and annual SEC financial statement filings; overseeing

the internal controls over financial reporting and related compliance framework of the Company and its subsidiaries; manage relationships

with underwriters, banks, and capital market advisors; and providing strategic counsel to executive leadership and the Board of Directors

of the Company (the “Board”).

2.2 Reporting;

Additional Duties. The Employee shall report to the Chief Executive Officer of the Company (the “Chief Executive Officer”)

and the chair of the Audit Committee, and will be subject to policies adopted by the Company and policies set by the Board. The Employee

shall perform such other reasonable and appropriate duties as are assigned to him from time to time by the Chief Executive Officer and

the chair of the Audit Committee, provided that such other duties shall not diminish the prestige and responsibilities of the Employee’s

position. At the request of the Chief Executive Officer, the Employee shall serve the Company and/or any of its subsidiaries and affiliates

in other capacities in addition to the foregoing, consistent with the Employee’s position as Chief Financial Officer of the Company.

2.3 Full-Time

Services. The Employee agrees that during the Employment Period (as defined below) he will devote all of his full business time and

energies to his responsibilities for the business and affairs of the Company and will faithfully and to the best of his ability discharge

those duties to the reasonable satisfaction of the Chief Executive Officer and chair of the Audit Committee. During the Employment Period,

the Employee will not accept other gainful employment or become or remain an officer or director of any other corporation, except with

the consent of the Chief Executive Officer. Notwithstanding the foregoing, the Employee may engage in charitable or civic activities

and/or serve as an director, officer, executor, trustee or other similar fiduciary capacity; provided, however, that in no event

may any activity be undertaken or continued if it would (i) be in violation of any provision of this Agreement or other agreement between

the Employee and the Company, (ii) interfere with the performance of the Employee’s duties for the Company, or (iii) present a

conflict of interest with the Company’s business interests. As used in this Agreement, the term “Employment Period”

means the period commencing on the Effective Date and continuing until the termination of the Employee’s employment with the Company

in accordance with Section 4.

2.4 Location.

The Employee’s principal place of employment shall be the Company’s principal executive offices (the “Dallas Office”),

except for required travel on the Company’s business. The Dallas Office currently is located at Galleria Tower II, 13455 Noel Rd,

Suite 410, Dallas, Texas, 75240, and is anticipated to be relocated to 4880 Alpha Rd, Farmers Branch, Texas 75244 during the end of the

fourth quarter of 2026. Employee is required to perform duties onsite at the Dallas Office during the Company’s regular business

days and hours, or as otherwise directed by the Company.

3. COMPENSATION.

3.1 For

all services performed by the Employee for the Company during the Employment Period, the Employee will be compensated as follows:

(a) Base

Salary. The Employee shall receive a base salary of $400,000 per annum (as increased from time to time, the “Base Salary”),

paid in accordance with the Company’s normal payroll practices.

(b) Equity

Awards. On the Effective Date, the Company shall grant the Employee $300,000 in restricted stock units (the “RSU Award”),

with the aggregate number of shares of the Company’s common stock underlying the RSU Award determined based on the market value

of the shares at the close of trading on the grant date. The RSU Award shall vest one-third (1/3) on each of the first, second and third

anniversaries of the Effective Date, subject to the Employee continuing to be employed by the Company through the relevant vesting dates.

The RSU Award will be subject to terms of the Company’s 2025 Stock Incentive Plan, as may be amended, restated, supplemented or

otherwise modified from time to time, and any successor equity compensation plan thereto (the “Incentive Plan”) and

a restricted stock unit agreement between the Employee and the Company.

Bonus. The Employee shall be eligible to participate in the Company’s Annual Incentive Plan (“AIP”) and receive

an annual performance bonus for the prior calendar year (the “Annual Bonus”), with a target bonus opportunity of 60%

of your base salary, with a maximum payout potential of 120% based on a combination of Company and individual performance goals established

annually by the Company and the Compensation Committee of the Board.

(d) Long-Term

Incentive Plan (“LTIP”). The Employee will be eligible to participate in the Company’s LTIP alongside the other

executive officers of the Company. The LTIP is currently being finalized and is expected to be presented for approval by the Compensation

Committee and full Board of Directors at the August 10–11, 2026 board meeting. The specific terms of your LTIP participation, including

grant values, vesting schedules, and performance metrics, will be communicated to you in writing promptly following board approval.

(e) One-Time

Relocation Assistance Package. Company will provide up to $40,000 in reimbursement for relocation.

3.2 Vacation;

Benefits.

(a) The

Employee shall be eligible for paid time off (“PTO”) for vacation, personal, and sick purposes in reasonable amounts,

subject to the prior approval of the Chief Executive Officer to ensure that the operational needs of the Company are met at such time

or times. PTO is not accrued or earned, and there is no fixed annual entitlement or carryover from year to year. Because PTO does not

accrue, the Employee will not be entitled to any payout for unused PTO upon termination of employment for any reason. The Employee shall

also be entitled to paid Company holidays as established annually in accordance with the Company’s policies.

(b) The

Employee shall have the right, on the same basis as other employees of the Company, to participate in, and to receive benefits under

all employee health, disability, insurance, welfare benefit and retirement plans, arrangements, practices and programs the Company provides

to its other employees in accordance with the terms thereof as in effect from time to time. The Company reserves the right to modify,

amend and/or terminate any and all of its benefits plans at its discretion.

3.3 Expenses.

The Employee will be reimbursed for the Employee’s actual, necessary and reasonable business expenses pursuant to Company policy.

4. TERMINATION.

4.1 Termination

at the Company’s Election.

(a) For

Cause. The Company may terminate the Employee’s employment immediately and without notice during the Employment Period for

Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any one or more of the following events:

(i) the Employee’s gross misconduct in the performance of his duties with the Company (other than any such failure resulting from

the Employee’s incapacity due to physical or mental illness), after written demand for performance is delivered to the Employee

by the Chief Executive Officer, which demand specifically identifies the manner in which the Chief Executive Officer believes the Employee

has not performed his duties but only if the Employee has not cured the failure within fifteen (15) days of receiving such notice; (ii)

the Employee’s commission of an act of fraud or material dishonesty resulting in material reputational, economic or financial injury

to the Company; (iii) during the Employment Period, the Employee’s commission of, including any entry by the Employee of a guilty

or no contest plea to, a felony or other crime involving moral turpitude; (iv) a material breach by the Employee of his fiduciary duty

to the Company which results in material reputational, economic or other injury to the Company; or (v) the Employee’s material

breach of his representations, warranties and obligations under a written agreement between the Company and the Employee, including,

without limitation, such a breach of this Agreement, which is not cured within fifteen (15) days after receipt of notice from the Company

of the specific nature of the breach, including the specific provision of the Agreement that the Employee has breached. If the Employee’s

employment is terminated under this Section 4.1(a), the Company will have no liability under this Agreement to the Employee other

than (i) to pay any Base Salary that has accrued but not been paid, (ii) unreimbursed business expenses for which expenses the Employee

has timely submitted appropriate documentation in accordance with Section 3.3 hereof and (iii) to pay any accrued paid time off that

has not been paid, to the extent payment is required by Company policy or law (collectively, the “Accrued Payments”).

(b) Upon

Disability or Death. The Employee’s employment may be terminated if, during the Employment Period, (i) the Employee should

by reason of any medically determinable physical or mental impairment, become unable to perform, with or without reasonable accommodation,

the essential functions of his job for the Company hereunder and such incapacity has continued for a total of ninety (90) consecutive

days or for any one hundred eighty (180) days in a period of three hundred sixty-five (365) consecutive days (a “Disability”)

or (ii) the Employee’s death (“Death”). If the Employee’s employment is terminated under this Section

4.1(b), the Company will have no other liability under this Agreement to the Employee or his estate, as applicable, other than to

pay the Accrued Payments.

Cause. The Employee and the Company expressly agree that nothing in this Agreement shall prohibit the Company from terminating the

Employee’s employment for any reason by giving thirty (30) days advance written notice to the Employee and that any such termination

will not constitute a breach of this Agreement. If the Company terminates the Employee’s employment for any reason other than as

set forth in Sections 4.1(a) or 4.1(b) above, the Company will pay to the Employee (subject to the Employee’s execution

and delivery of a general release of claims in favor of the Company), (i) the Base Salary for twelve months immediately following the

termination, which will be paid periodically, as though he were still on the Company’s payroll, and (ii) the Annual Bonus for the

year of termination, which will be paid at the time bonuses are normally paid, based on actual achievement of the performance criteria,

but pro-rated for the Employee’s period of employment during the fiscal year in which the termination occurs. In addition, the

Company will provide the Employee with such benefits as the Employee is receiving upon the date of termination for the six (6) month

period following the Employee’s termination. The Company will also pay the Accrued Payments.

4.2 Termination

by Employee. Notwithstanding anything contained elsewhere in this Agreement to the contrary, the Employee may terminate his employment

hereunder at any time and for any reason whatsoever or for no reason at all in the Employee’s sole discretion by giving thirty

(30) days’ written notice to the Company pursuant to Section 12. If the Employee’s employment is terminated under

this Section 4.2, the Company will have no other liability under this Agreement to the Employee, other than to pay the Accrued

Payments.

4.3 Any

termination of the Employee’s employment with the Company under this Section 4 shall not affect obligations of the Employee

under Sections 5, 6, 7 and 8 of this Agreement.

4.4 Resignation

from other Positions. If, as of the date that the Employee’s employment terminates for any reason, the Employee is a member

of the Board (or the board of directors of any entity affiliated with the Company), or holds any other offices or positions with the

Company (or any entity affiliated with the Company), the Employee shall, unless otherwise requested by the Company, immediately relinquish

and/or resign from any such board memberships, offices and positions as of the date the Employee’s employment terminates. The Employee

agrees to execute such documents and take such other actions as the Company may request to reflect such relinquishments and/or resignation(s).

5. CONFIDENTIALITY.

5.1 Definition

and Use of Confidential Information. As used in this Agreement, “Confidential Information” means trade secrets

and any other proprietary or confidential information that derives independent economic value to the Company from not being generally

known to the public or to other persons who can obtain economic value from its disclosure or use and that is the subject of efforts by

the Company that are reasonable under the circumstances to maintain its secrecy. Confidential Information may include, but not be limited

to, inventions, disclosures, processes, systems, know-how, methods, techniques, drawings, applications, solutions, materials, devices,

research activities and plans, scientific data, specifications, costs of production, prices, promotional methods, financial information,

marketing plans or customer and supplier information.

The

Employee agrees that any Confidential Information which the Employee may acquire in the course of employment with the Company, shall

be regarded as held by him in a fiduciary capacity solely for the benefit of the Company, and shall not at any time, either during the

term of this Agreement or thereafter, be disclosed, divulged, furnished or made available to any third party or be otherwise used by

the Employee other than in the regular course of business of the Company. Information or collections of information shall be considered

covered by the preceding sentence if not known by the public generally, even though portions of such information may be publicly available

or may be available to certain third parties pursuant to arrangements with the Company.

5.2 Delivery

of Confidential Information upon Termination. Upon termination of his employment with the Company, the Employee will deliver to the

Company all writings relating to or containing Confidential Information, including without limitation, notes, memoranda, letters, drawings,

diagrams, printouts, computer tapes, computer disks, and any other form of recorded information.

5.3 Exemption

from Liability. The Employee shall not be considered in breach of this Section 5 and shall not be held criminally or civilly

liable under any federal or state trade secret law for the disclosure of any Confidential Information, including a trade secret, that

is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and is made

solely for the purpose of reporting or investigating a suspected violation of law. The same immunity will be provided for the disclosure

of any Confidential Information (including a trade secret) that is made in a complaint or other document filed in a lawsuit or other

proceeding, if such filing is made under seal. The Employee may also, in connection with filing a lawsuit for retaliation by the Company

for reporting a suspected violation of law, disclose the Confidential Information (including a trade secret) to the Employee’s

attorney and use such information in the court proceeding if the Employee files any document containing such information under seal and

does not disclose the information, except pursuant to court order.

6. DEVELOPMENTS.

The Employee agrees promptly to disclose to the Company all inventions, improvements, enhancements, discoveries and developments which

are within the scope of the Company’s business during the Employment Period, and which are made, developed, or conceived by him,

either solely or jointly with others, during the Employment Period. All such inventions, improvements, enhancements, discoveries and

developments shall become and remain the property of the Company, whether or not patent or copyright applications are filed thereon or

with respect thereto, and the Employee, in consideration for the execution of this Agreement and his employment by the Company, hereby

sells, assigns and transfers to the Company all right, title and interest in and to such inventions, improvements, enhancements, discoveries

and developments and further agrees that he will cooperate fully and unconditionally in all reasonable requests by the Company in furtherance

of protecting, developing or exploiting commercially any inventions, improvements, enhancements, discoveries and developments disclosed

pursuant to this Section 6. Further, the Employee agrees that he will promptly execute all necessary documents requested of him

by the Company incidental to any patent or copyright applications, assignments, powers of attorney and all other documents and do such

other things as, in the opinion of counsel for the Company, may be necessary or useful for the full enjoyment thereof throughout the

world by the Company and its designees.

7. NON-SOLICITATION;

NON-COMPETITION.

7.1 Non-Solicitation.

In addition to the limitations contained in Section 2, the Employee agrees that during the term of this Agreement, and for a period

of two years after termination of this Agreement, he shall not in act in any capacity, either separately or in association with others,

on behalf of any party other than the Company to: (a) employ or solicit for employment or endeavor in any way to entice away from employment

with Company (i) any current employee of the Company or (ii) any person who was employed by the Company in any preceding 12-month period;

(b) solicit, induce or influence any supplier, customer, agent, consultant or other person that has a business relationship with Company

to discontinue, reduce or modify such relationship with the Company; nor (c) solicit or enter into negotiations with any of the Company’s

identified potential acquisition candidates who were identified during the Employment Period.

7.2 Non-Competition.

The Employee agrees that for a period of one year after termination of his employment with the Company he will not compete, directly

or indirectly, with the Company in fields of business in which the Company is engaged as of the date of the termination of his employment

in any state in which the Company is conducting business. For the purposes of this Section 7.2, direct competition means designing, developing,

producing or selling products competitive with those of the Company. Indirect competition means accepting employment and performing the

same or similar functions as the Employee performs for the Company, with a third party which provides products competitive with the Company’s

products.

7.3 Enforcement.

The Employee acknowledges and agrees that in the event of a violation or the Employee’s threatened violation of the covenants set

forth in Section 7.1 or 7.2 (the “Restrictive Covenants”), the Company shall have no adequate remedy

at law and shall therefore be entitled to seek to enforce each such provision by temporary or permanent injunction or mandatory relief

obtained in any court of competent jurisdiction without the necessity of proving damages, posting any bond or other security, and without

prejudice to any other rights and remedies that may be available at law or in equity. If any of the Restrictive Covenants, or any part

thereof, are held to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be

given full effect, without regard to the invalid or unenforceable portions. Without limiting the generality of the foregoing, if any

of the Restrictive Covenants, or any part thereof, are held to be unenforceable because of the duration of such provision or the area

covered thereby, the Parties hereto agree that the court making such determination shall have the power to reduce the duration and/or

area of such provision and, in its reduced form, such provision shall then be enforceable.

8. COMPANY

POLICIES; INDEMNIFICATION.

(a) Company

Policies. Without limiting the Employee’s obligations hereunder, the Employee agrees to abide by all Company policies as in

effect from time to time, including without limitation the Company’s Code of Business Conduct and Ethics, Anti-Corruption Policy,

Insider Trading Policy, Related Person Transaction Policy, and Employee Manual.

(b) Indemnification.

The Company agrees to indemnify the Employee to the fullest extent permitted by law and/or the Company’s governing certificate

of formation, bylaws and other organizational documents against expenses (including attorneys’ fees), judgments, fines, settlements

and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that the Employee

is or was an employee, officer, or director of the Company. The Company shall maintain directors and officers liability insurance and

will pay the expenses incurred in defending any proceeding referenced in the foregoing in advance of its final disposition; provided,

however, that such advance payment shall be made only upon receipt of (a) an undertaking by the Employee to repay all amounts advanced

if it should ultimately be determined that the Employee is not entitled to be indemnified under this Agreement or otherwise, and (b)

the Employee written certification that, to the best of his knowledge, the Employee is entitled to be indemnified under this Agreement.

This Section 8(b) shall survive termination or expiration of this Agreement or termination of the Employee’s employment.

9. ABILITY

TO PERFORM. The Employee hereby represents and warrants to the Company that he has entered into no agreements which in any way limit

or render the Employee incapable of performing his obligations under this Agreement or his fiduciary duties as the Chief Financial Officer

of the Company.

10. SURVIVAL

OF OBLIGATIONS. The covenants and agreements set forth in this Agreement shall survive any termination of this Agreement and remain

in full force and effect regardless of the cause of the termination to the full extent necessary to protect the interest of the Party

in whose favor they run.

11. ASSIGNABILITY

OF AGREEMENT.

11.1 By

Employee. Except as otherwise provided in this Agreement, the Employee shall not be entitled to assign (voluntarily or involuntarily,

by operation of law or otherwise) any of his rights under this Agreement, nor delegate any of his duties or obligations under this Agreement,

without the prior written consent of the Company.

11.2 By

the Company. The benefits hereunder with respect to the rights of the Company to the services of the Employee may be assigned by

the Company, with the consent of the Employee, to any other company or other business entity which succeeds to all or substantially all

of the business of the Company through merger, consolidation, corporate reorganization or by acquisition of all or substantially all

of the assets of the Company or to a company controlled by it, or controlling it, or under common control with it; provided, however,

that the assignment shall not be effective unless the assignee specifically agrees in writing to be bound by, and assume, the obligations

and liabilities of the Company under this Agreement.

12. NOTICES.

All notices, consents, waivers or demands of any kind which either Party to this Agreement may be required or may desire to serve on

the other Party in connection with this Agreement, shall be in writing and may be delivered by personal service or sent by email or registered

or certified mail, return receipt requested, with postage thereon fully prepaid. All such communications shall be addressed as follows:

The Company:

GrabAGun Digital Holdings Inc.

200

E. Beltline Rd., Suite 403

Coppell,

Texas 75019

Attn:

Chief Executive Officer

with copies to:

GrabAGun Digital Holdings Inc.

200 E. Beltline Rd., Suite 403

Coppell, Texas 75019

Attn: General Counsel and Corporate Secretary

the Employee:

At the address set forth in Employee’s personnel file.

sent by email, a confirmed copy of email notice shall promptly be sent by mail (in the manner provided above) to the addresses. Service

of any such communication made only by mail shall be deemed complete on the date of actual delivery as shown by the addressee’s

registry or certification receipt or at the expiration of the third (3rd) business day after the date of mailing, whichever is earlier

in time. Either Party thereto may, from time to time, by notice in writing served upon the other as aforesaid, designate a different

mailing address or a different person to which such notices or demands are thereafter to be addressed or delivered. Nothing contained

in this Agreement shall excuse either Party from giving oral notice to the other when prompt notification is appropriate, but any oral

notice given shall not satisfy the requirement of written notice as provided in this Section.

13. SUPERSEDES

OTHER AGREEMENTS. This Agreement supersedes and replaces all prior negotiations, proposed agreements and agreements, written or oral

regarding the subject matter herein.

14. GOVERNING

LAW. This Agreement shall be interpreted and enforced according to the laws of the State of Texas (regardless of that state or any

other jurisdiction’s conflict of law principles). The Parties agree to submit any dispute, claim or controversy relating to this

Agreement, the Employee’s employment or the termination thereof to arbitration under the Employment Arbitration Rules of the American

Arbitration Association, which shall have exclusive jurisdiction over such dispute. The Parties agree to enter into mediation prior to

arbitration.

15. SEVERABILITY.

If any provision of this Agreement is or becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction, (a) such provision

will be deemed amended to conform to applicable laws of such jurisdiction so as to be valid and enforceable, or, if it cannot be so amended

without materially altering the intention of the Parties, it will be stricken, (b) the validity, legality and enforceability of such

provision will not in any way be affected or impaired thereby in any other jurisdiction, and (c) the remainder of this Agreement will

remain in full force and effect.

16. TAX

WITHHOLDING. All compensation payable to the Employee under this Agreement is stated in gross amounts and shall be subject to all

applicable withholding taxes, other normal payroll deductions and any other amounts required by law to be withheld. Notwithstanding any

provision in any award agreement issued under the Incentive Plan to the contrary, the Employee may satisfy any tax withholding obligations

with respect to any equity issued under the Incentive Plan by electing to have the Company withhold a number of shares otherwise to be

issued to the Employee having a fair market value equal to the taxes to be withheld.

17. SECTION

409A. The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of

the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder

(collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted

and administered accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this

Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified

deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the

meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination

of employment” or like terms shall mean “separation from service.” With regard to any provision herein that provides

for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement

or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement,

or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to

be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed

under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement

is in effect and (iii) such payments shall be made on or before the last day of the Employee’s taxable year following the taxable

year in which the expense occurred. For purposes of Code Section 409A, the Employee’s right to receive any installment payments

pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under

this Agreement specifies a payment period with reference to a number of days (e.g., “within sixty (60) days following the date

of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If

the Employee is a specified employee within the meaning of Section 409A(a)(2)(B)(i) of the Code and would receive any payment sooner

than 6 months after the Employee’s “separation from service” that, absent the application of this Section 17,

would be subject to additional tax imposed pursuant to Section 409A of the Code as a result of such status as a specified employee, then

such payment shall instead be payable on the date that is the earliest of (i) six months after the Employee’s “separation

from service,” or (ii) the Employee’s death.

18. SECTION

280G. In the event that any payments, distributions, benefits or entitlements of any type payable to the Employee (the “Total

Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will

not include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as

payments of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the

excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided

in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results

in the Employee’s receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some

portion of the Total Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree in writing, any determination

required under this Section 18 shall be made in writing in good faith based on the advice of a nationally recognized accounting

firm selected by the Company (with approval of the Employee) (the “Accountants”). In the event of a reduction of benefits

hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under

this Agreement (with the latest payments being forfeited first) and then by reducing or eliminating any amounts that are payable with

respect to long-term incentives including any equity-based or equity-related awards (whether payable in cash or in kind). For purposes

of making the calculations required by this Section 18, the Accountants may make reasonable assumptions and approximations concerning

applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable

legal authority. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may

reasonably require in order to make a determination under this Section 18, and the Company shall bear the cost of all fees the

Accountants charge in connection with any calculations contemplated by this Section 18.

19. COUNTERPARTS.

This Agreement may be executed in two original counterparts. Both counterparts shall constitute one and the same Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, the Parties hereto have entered into the above Agreement as of the day and year first above written.

/s/ Jonathan A. Terry

Jonathan A. Terry

GRABAGUN

DIGITAL HOLDINGS INC.

By:

/s/ Marc Nemati

Name:

Marc Nemati

Title:

President and Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED BY GRABAGUN DIGITAL HOLDINGS INC. ON AUGUST 13, 2026

EX-99.1

Filename: ea030204101ex99-1.htm · Sequence: 3

Exhibit 99.1

GrabAGun

Digital Holdings Inc. Announces Chief Financial Officer Transition

Jonathan

Terry, Veteran Public Company Finance Executive, Named Chief Financial Officer to Lead Next Phase of Growth;

Co-Founder

and CFO Justin Hilty to Retire After 15 Years Leading Finance, Including the Company’s First Year as a Public Company

Coppell,

Texas – August 13, 2026 – GrabAGun Digital Holdings Inc. (“GrabAGun” or the “Company”) (NYSE:

PEW), an online retailer of firearms, ammunition and related accessories, today announced that Co-Founder and Chief Financial Officer,

Justin Hilty, will retire from his role as CFO effective August 14, 2026. Jonathan Terry has been appointed as Chief Financial Officer

effective August 14, 2026.

Mr.

Hilty, who co-founded GrabAGun in 2011, has served as Chief Financial Officer since the Company’s founding, playing an integral

role in building GrabAGun from an early-stage retailer into a public company. He remained in the CFO role following GrabAGun’s

public listing to provide continuity through its first year as a public company and will continue to support Mr. Terry and the Company

through the end of 2026 to ensure a seamless transition.

“Justin

has been integral to GrabAGun since its founding, helping build the Company into what it is today,” said Marc Nemati, Chief Executive

Officer of GrabAGun. “Over the past 15 years, he guided GrabAGun from an entrepreneurial startup to a scaled, technology-driven

public company. His leadership, financial stewardship and deep understanding of our business have been invaluable, and we’re grateful

he’ll remain closely involved through the transition.”

Mr.

Nemati continued, “Jonathan brings the financial leadership, operational experience and public company expertise that will be important

as GrabAGun enters its next stage of growth. He has a track record of partnering closely with executive teams, boards and investors to

scale businesses while strengthening financial discipline, and he approaches finance as a strategic partner to the business rather than

purely a reporting function. We’re excited to welcome him and to build on the foundation Justin helped create.”

Mr.

Terry brings more than 25 years of financial and operational leadership experience across public companies, high-growth businesses and

complex global organizations. Most recently, he served as Vice President of Global Finance at YETI, where he led global financial planning

and analysis for the nearly $2 billion public consumer brand, working closely with senior leadership on strategic planning, investor

relations and growth initiatives. He previously served as Chief Financial Officer of Outschool, Outdoorsy/Roamly and RetailMeNot, and

held a series of senior finance leadership roles at Arrow Electronics, including Regional Chief Financial Officer of its $6 billion Americas

Components business. Across his career, he has led finance organizations through periods of growth and transformation, with experience

spanning financial planning and analysis, capital allocation, M&A and public company financial management.

“I’m

excited to join GrabAGun at such an important point in the Company’s evolution,” said Mr. Terry. “Justin, Marc and

the team have built an impressive business and a strong foundation for continued growth. I look forward to working alongside the leadership

team to build on that foundation and help execute GrabAGun’s long-term strategy as a public company.”

“Co-founding

GrabAGun and helping build the Company over the past 15 years has been the journey of a lifetime,” said Mr. Hilty. “I’m

proud of what our team accomplished, from our earliest days through our transition to the public markets. Now that we’ve completed

our first year as a public company, this is the right time for me to step back from the CFO role. I have full confidence in Marc, Jonathan

and the entire team, and I look forward to working closely with Jonathan through year-end to ensure a seamless transition.”

About

GrabAGun Digital Holdings Inc.

GrabAGun

Digital Holdings Inc. (NYSE: PEW) is a technology-driven commerce and platform company serving the firearms, ammunition, and outdoor

industry through two complementary businesses. GrabAGun.com, the Company’s digitally native e-commerce retailer operated by wholly-owned

subsidiary GrabAGun LLC, is one of the nation’s leading online firearms retailers, built on 15 years of proprietary software development

spanning dynamic inventory and order management, AI-powered pricing, demand forecasting, and automated regulatory compliance. PEW Logistics

LLC, the Company’s wholly-owned platform services subsidiary, extends that proven infrastructure to firearms manufacturers as a

turnkey e-commerce solution generating recurring, high-margin platform revenue across fulfillment, compliance, data, and marketing services.

Together, these businesses position GrabAGun as the technology backbone of a modernized firearms supply chain, with a capital-efficient

model that monetizes the infrastructure the Company has already built.

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. 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.

Media

and Investor Contact Information:

Media

Inquiries:

media@grabagun.com

Investor

Inquiries:

investor.relations@grabagun.com

GRAPHIC

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