GrabAGun Digital Holdings Inc.

For the period ended Jun 23, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 23, 2026 · Filed Apr 30, 2026

PEW$1.88+0.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

GrabAGun Digital Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS AND PROXY STATEMENT

Letter from our Lead Independent Director

Dear Fellow Shareholders,GrabAGun’s first year as a public company was defined by execution — on strategy, on platform, and on governance. I appreciate the depth of commitment and engagement from our entire Board, and our constructive interactions with Chairman and CEO Marc Nemati and the rest of GrabAGun’s leadership team. This is a group that takes its obligations to shareholders seriously, and that has been evident from day one.Independent OversightThe independent directors of this Board are genuinely engaged — not nominally so. In our first year, we exercised active oversight across capital allocation, vendor relationships, M&A process discipline, and board composition. Strong, independent governance is not something we intend to grow into. It is the standard we set from the beginning.Driving Growth, Managing CapitalThe Board’s engagement with GrabAGun’s strategy in 2025 centered on platform investment, capital discipline, and the emerging opportunity represented by PEW Logistics. Management’s investment in a new headquarters and fulfillment facility, sized for growth well beyond 2026, and its repurchase of $8.9 million of shares reflect a capital allocation philosophy the board endorses: deploy with conviction when the purpose and return profile are clear — and hold the standard when they are not. GrabAGun’s balance sheet is a competitive advantage, and we intend to keep it that way.A Board Built for This CompanyFollowing this Annual Meeting, the Board will reduce from nine directors to eight. The Board believes that a focused, eight director composition, with a clear independent majority, is the right structure for this stage. A leaner Board sharpens accountability and ensures every seat carries genuine responsibility. Five of the eight directors are independent under NYSE rules, and the Board brings together experience in public company finance, firearms policy and law, corporate governance, communications, capital markets, and technology.Executive CompensationAs an emerging growth company, GrabAGun is not subject to an advisory say-on-pay vote at this time. Nevertheless, the Compensation Committee approached executive pay in our first public year with care. In 2025, with formal Annual Incentive Plan metrics not yet in place at the time of the Business Combination, the Board approved a one-time discretionary bonus for our named executive officers — appropriate for a year that required the leadership team to simultaneously operate the business, complete a public listing, and build the infrastructure of a NYSE-listed company. For 2026, formal Annual Incentive Plan metrics and targets are operational. Cash compensation is now tied to defined performance outcomes, and equity awards vest over three years — aligning management’s long-term interests with those of shareholders.Your trust in this Board is something we do not take for granted. We look forward to reporting back to you after another year of strong execution — on strategy, on platform, and on governance.Sincerely,Kelly ReisdorfLead Independent DirectorGrabAGun Digital Holdings Inc. April 30, 2026

“GrabAGun's customer base includes hunters and competitive shooters, first-time buyers, veterans, and Americans across every demographic who have chosen to exercise a constitutional right legally and responsibly. Serving that community well begins with governing this company well — and that is a responsibility this Board takes seriously every day.”

GrabAGun200 East Beltline Road, Suite 403Coppell, Texas 75019

Notice of Annual Meeting of ShareholdersDate and TimeTuesday, June 23, 2026at 10:00 a.m., Central TimeMeeting Websitewww.proxydocs.com/PEWRecord DateApril 24, 2026	To the shareholders of GrabAGun, On behalf of the Board of Directors, I am honored to invite you to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of GrabAGun Digital Holdings Inc. (“GrabAGun” or the “Company”).GrabAGun will hold its Annual Meeting on Tuesday, June 23, 2026, at 10:00 a.m., Central time, solely by means of remote communication via the internet (a “virtual meeting”). All shareholders as of April 24, 2026 (the “Record Date”), will be able to attend, vote, and participate in the meeting by remote communication. To attend, you must register at www.proxydocs.com/PEW. After you register, you will receive instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions. You will not be able to attend the Annual Meeting in person. For additional information about participating in the Annual Meeting, see “Attending the Annual Meeting” in the accompanying Proxy Statement beginning on page 44.AgendaAt the Annual Meeting, shareholders will consider and vote on the following matters:
1.	Proposal 1: Election of eight directors to each serve a one-year term ending at the 2027 Annual Meeting of Shareholders;
2.	Proposal 2: Ratification of the appointment of Weaver and Tidwell, L.L.P. as GrabAGun’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
3.	Any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Our Board of Directors recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 and “FOR” Proposal 2. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.Voting Your SharesShareholders of record who hold shares of GrabAGun common stock, par value $0.0001 per share (“shares”), as of the close of business on the Record Date are entitled to vote at the Annual Meeting.

You may submit a proxy to vote your shares in advance of the Annual Meeting by any of the following means:
	InternetPlease register at www.proxydocs.com/PEW and submit a proxy to vote your shares by 10:59 p.m., Central time, on Monday, June 22, 2026.
	TelephonePlease call the number on your proxy card to submit a proxy to vote your shares until 10:59 p.m., Central time, on Monday, June 22, 2026.
	MailIf you received printed copies of the proxy materials and prefer to submit a proxy to vote your shares by mail, please complete, sign, date, and return your proxy card by mail so that it is received prior to the Annual Meeting.
You may also attend and vote at the Annual Meeting.
	Virtual Annual MeetingYou may attend the Annual Meeting virtually and cast your vote at www.proxydocs.com/PEW.
Beneficial owners whose shares are held at a brokerage firm, or by a bank or other nominee, should follow the voting instructions that they received from the nominee (see information in the Proxy Statement under “Voting Your Shares - Beneficial Owners or Holders in Street Name”).This notice is being delivered to the holders of shares as of the close of business on April 24, 2026, the record date fixed by the Board of Directors for the purposes of determining the GrabAGun shareholders entitled to receive notice of, and to vote at, the Annual Meeting, and constitutes notice of the Annual Meeting under Texas law.By Order of the Board of Directors,Jonathan B. WolensCorporate SecretaryCoppell, TexasApril 30, 2026

Important Notice of Internet Availability Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on Tuesday, June 23, 2026: This year we will take advantage of the rules of the U.S. Securities and Exchange Commission (the “SEC”) that allow us to furnish our proxy materials over the Internet. As a result, we are sending a Notice of Internet Availability to our shareholders which will contain instructions on how to access our proxy materials on the Internet, as well as instructions on how shareholders may obtain a paper copy of our proxy materials. The Proxy Statement, Proxy Card, and Annual Report on Form 10-K for the fiscal year ended December 31, 2025, accompany this notice and are available at www.proxydocs.com/PEW.

Proxy Statement

The enclosed proxy is being solicited on behalf of GrabAGun Digital Holdings Inc., a Texas corporation, by our board of directors (the “Board of Directors” or the “Board”) for use at our Annual Meeting to be held at 10:00 a.m., Central Time, on Tuesday, June 23, 2026, or at any adjournment or postponement thereof, for the purposes set forth in this proxy statement and in the accompanying notice. The Annual Meeting will be held virtually for the following purposes:

To elect eight directors to each serve a one-year term ending at the 2027 Annual Meeting of Shareholders.

To ratify the appointment of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

To transact any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

As permitted by the SEC, the Company is providing access to its proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, the Company is mailing to its shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of the proxy statement and a form of proxy card or voting instruction card. The Notice of Internet Availability contains instructions on how to access such proxy materials online. The Notice of Internet Availability is first being mailed, and the proxy materials are expected to be made available, to the Company’s shareholders on or about April 30, 2026.

2026 PROXY STATEMENT	i

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