Nemati Marc A. 4

What Happened

• Marc A. Nemati, President, CEO and Director of GrabAGun Digital Holdings, had 16,667 restricted stock units (RSUs) convert into 16,667 common shares on April 15, 2026. Following that conversion, he sold 4,083 of those shares in an open-market "sell-to-cover" transaction on April 16, 2026 for $2.98 per share, generating $12,167 in proceeds.
• The Form 4 also records the RSU conversion/derivative activity (16,667 shares), shown with $0 consideration as part of the conversion. The net effect: RSUs vested and became common shares; a portion was sold to cover tax withholding.

Key Details

• Vesting/conversion date: April 15, 2026 — 16,667 RSUs converted to 16,667 common shares (one-for-one).
• Sale date and terms: April 16, 2026 — 4,083 shares sold at $2.98 per share for $12,167 total.
• Sale type: Sell-to-cover to satisfy tax withholding; executed under a Rule 10b5-1 trading plan (not a discretionary sale).
• Grant context: These RSUs come from a 200,000 RSU grant on Sept 29, 2025 that vests in 12 equal quarterly installments (the April 15 conversion matches one quarterly vest).
• Shares owned after the transaction: Not disclosed in the filing.
• Filing timeliness: Report filed April 16, 2026 for transactions on April 15–16, 2026 (timely).

Context

• This was not a cash purchase signal; it was RSU vesting followed by a routine sell-to-cover for taxes. The 10b5-1 plan language indicates the share sale was pre-planned and not an ad-hoc decision by the insider.