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. )

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GrabAGun Digital Holdings Inc.

(Name of Registrant as Specified In Its Charter)

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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:

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.

Table of Contents

FORWARD-LOOKING STATEMENTS

Except for historical and factual information contained herein, matters set forth in our 2026 proxy materials identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the “safe harbor” protection thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only and are subject to uncertainties. These risks and uncertainties include, but are not limited to, the risks detailed in the Company’s filings with the SEC, including the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

EXPLANATORY NOTE

On July 15, 2025, GrabAGun Digital Holdings Inc., a Texas corporation (“GrabAGun” or the “Company”) consummated the transactions contemplated by that certain Business Combination Agreement dated as of January 6, 2025 (the “Merger Agreement”), by and among the Company, Metroplex Trading Company LLC, doing business as GrabAGun.com (“Metroplex”), Colombier Acquisition Corp. II (“Colombier”), Gauge II Merger Sub, LLC, and, upon subsequent execution of a joinder, Gauge II Merger Sub Corp. (the “Business Combination”). Following the Business Combination, the Company became the public parent of Metroplex, and continues to operate its business through Metroplex (as a subsidiary of the Company) and its other direct and indirect subsidiaries.

Unless otherwise indicated or the context otherwise requires, references in this Proxy Statement to “GrabAGun,” the "Company," “we,” “us” or “our” are intended to refer to (i) following the Business Combination, GrabAGun Digital Holdings Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Metroplex Trading Company LLC.

Proxy Statement Summary

This section summarizes important information contained in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) but it does not contain all the information that you should consider when casting your vote. Please review the entire Proxy Statement and our Annual Report carefully before voting.

Your Vote Is Important

How to Vote

You are encouraged to vote your shares before the meeting and are eligible to vote if you were a shareholder as of the close of business on April 24, 2026.

Proposals for Your Vote

About GrabAGun

The Second Amendment is in our blood.

“A well regulated Militia, being necessary to the security of a free State, the right of the people to keep and bear Arms, shall not be infringed.”

We believe that it is our American duty to help everyone, from first-time buyers to long-term enthusiasts, understand and legally secure their firearms and accessories.

At GrabAGun, our mission is to provide customers with a wide variety of the highest quality firearms and accessories at the lowest prices. Our unique ability to leverage software to increase speed to market and reduce costs allows us to pass along savings and efficiencies to our customers.

Our platform is built for the next generation of firearms enthusiasts and sportsmen; on a premier tech stack for the 2A sector that supports demand prediction, procurement, and regulatory compliance; on deep relationships and direct integration into the system of America’s firearms manufacturers and distributors; and on over a decade of customer trust.

With our team’s experience and expertise in growing digital marketplaces, and the support of our customers and shareholders, we believe we can fuel a revolution in firearms purchases for the next generation of defenders, sportsmen and enthusiasts.

Proposal 1 – Election of Directors

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

Our Board has been carefully and thoughtfully built with a mix of individuals who possess the necessary skills and experience to effectively oversee our business. The Board has nominated the following eight currently serving directors for election at the Annual Meeting, each of whom joined our Board upon the closing of our Business Combination in July 2025: (1) Marc Nemati, (2) Matthew Vittitow, (3) Chris Cox, (4) Collins Idehen Jr., (5) Andrew J. Keegan, (6) Blake Masters, (7) Kelly Reisdorf and (8) Donald J. Trump Jr. Dusty Wunderlich was not nominated for reelection at this year's Annual Meeting at the mutual agreement of the Nominating and Corporate Governance Committee and Mr. Wunderlich. The Board expects to decrease the size of the Board from nine directors to eight directors immediately following the Annual Meeting upon the completion of Mr. Wunderlich’s term. We believe that any deadlock risk from having an even number of directors is small, and that an even board structure will necessitate deeper discussion and compromise, leading to more considered and unified outcomes.

Biographical information for each nominee follows this proposal. For information about our policies and practices related to our Board, see “Corporate Governance”, beginning on page 11.

If elected, the nominee will serve a one-year term that expires at the next annual meeting of shareholders. Unless otherwise instructed, the proxyholders will vote proxies “FOR” each of the nominees of the Board. Each nominee has consented to being named in this Proxy Statement and agreed to serve if elected. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board’s nominees are unable to serve as director at any point prior to the Annual Meeting or any adjournment or postponement thereof, the Board may reduce the size of the Board or nominate another candidate for election. If the Board nominates a new candidate, unless otherwise provided, the form of proxy attached to this Proxy Statement permits the proxyholders to use their discretion to vote for that candidate.

Five of the eight director nominees qualify as independent directors under NYSE rules.

Vote Required

Provided that a quorum is present at the Annual Meeting, a majority of the shares of stock present virtually or by proxy at the Annual Meeting and entitled to vote on this proposal is required for the election of directors. You may vote “FOR,” “AGAINST” or “ABSTAIN” any one or more of the nominees. To elect a nominee, the shares voted “FOR” such nominee must exceed the number of shares voted “AGAINST” that nominee. An abstention will have the same effect as a vote “AGAINST” a nominee. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote your shares with respect to the election of directors. Any shares not voted will be treated as broker non-votes, and broker non-votes will have no effect on the results of the election of directors.

Recommendation of the Board

Nominees for Our Board of Directors

Set forth below are the nominees for election as directors for terms expiring at the 2027 Annual Meeting of Shareholders. Messrs. Nemati and Vittitow are also being nominated for election as directors and their information is included in the “Executive Compensation” section below, beginning on page 26.

Corporate Governance

Board Composition

Our Board currently consists of nine directors, five of whom qualify as independent directors under NYSE rules. All directors elected at the Annual Meeting will be elected for terms expiring at the 2027 annual meeting of shareholders or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. The Board expects to decrease the size of the Board from nine directors to eight directors immediately following the Annual Meeting upon the completion of Mr. Wunderlich’s term. We believe that any deadlock risk from having an even number of directors is small, and that an even board structure will necessitate deeper discussion and compromise, leading to more considered and unified outcomes.

When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of its business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

Director Independence

As a result of our shares being listed on the NYSE following the closing of our Business Combination, GrabAGun is required to comply with the applicable rules of such exchange in determining whether a director is independent. The Nominating and Corporate Governance Committee has determined that each of (1) Chris Cox, (2) Andrew J. Keegan, (3) Blake Masters, (4) Collins Idehen Jr., and (5) Kelly Reisdorf qualifies as “independent” as defined under applicable NYSE rules, and the Board consists of a majority of “independent directors,” as defined under the rules of the SEC and NYSE relating to director independence requirements. In making these determinations, the Board examined information provided by the directors and GrabAGun with regard to each director’s business and personal activities and relationships as they may relate to GrabAGun and its management, including the beneficial ownership of capital stock by each non-employee director and the transactions involving them as described in the section entitled “Certain Relationships and Related Person Transactions.”

In addition, GrabAGun is subject to the rules of the SEC and NYSE relating to the membership, qualifications and operations of its Board committees, as discussed below.

Board Meetings and Attendance

Our Board of Directors held four meetings from the closing of the Business Combination on July 15, 2025 through the end of the fiscal year ended December 31, 2025. Each of the directors attended at least 75% of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the fiscal year ended December 31, 2025 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee), except for Collins Idehen Jr. who was unable to attend one set of meetings for the committees and Board of Directors, and therefore only attended 67% of the meetings of the Board of Directors and committees of the Board of Directors on which he served.

Board Committees

The Board directs the management of the Company’s business and affairs, as provided by Texas law, and conducts its business through meetings of the Board of Directors and standing committees. Our Board has four standing committees: (1) an Audit Committee, (2) a Compensation Committee, (3) a Nominating and Corporate Governance Committee, and (4) a Mergers and Acquisitions Committee, each of which operates under a written charter.

From time to time, special committees may be established under the direction of the Board when the Board deems it necessary or advisable to address specific issues. Current copies of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters are posted on the Investor Relations section of our website, www.grabagun.com, as required by applicable SEC and NYSE rules. The information on or available through our website is not deemed incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement or any other filing we make with the SEC.

The table below shows the membership of each standing committee along with the number of meetings held from the closing of the Business Combination on July 15, 2025 through the end of the fiscal year ended December 31, 2025:

* Mr. Wunderlich’s term on the Mergers and Acquisitions Committee will expire at the Annual Meeting, as he is not seeking reelection to the Board.

Role of the Board in Risk Oversight/Risk Committee

One of the key functions of the Board is the informed oversight of GrabAGun’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. For example, the Audit Committee is responsible for overseeing the management of risks associated with GrabAGun’s financial reporting, operational, privacy and cybersecurity, competition, legal, regulatory, compliance and reputational matters; and GrabAGun’s Compensation Committee oversees the management of risks associated with our compensation policies and programs.

Oversight of Cybersecurity Risks

GrabAGun faces a number of risks, including cybersecurity risks. The Audit Committee is responsible for overseeing the steps management has taken with respect to cybersecurity risk exposure. As part of this oversight, at its regularly scheduled meetings, the Audit Committee receives regular reports from GrabAGun’s management on cybersecurity risk exposure and the actions management has taken to limit, monitor or control such exposures. Management works with third-party service providers to maintain appropriate controls. We believe this division of responsibilities is the most effective approach for addressing GrabAGun’s cybersecurity risks and that the Board leadership structure supports this approach.

Limitation on Liability and Indemnification of Directors and Officers

Our Amended and Restated Certificate of Formation and Amended and Restated Bylaws, which were effective upon consummation of the Business Combination (collectively, the “Charter Documents”), contain provisions that, to the fullest extent permitted by Texas law, eliminate the personal liability of GrabAGun’s directors and certain officers for monetary damages resulting from breaches of certain fiduciary duties as a director or officer. The Charter Documents require GrabAGun to indemnify and advance expenses to, to the fullest extent permitted by applicable law, its directors, officers and agents. GrabAGun plans to maintain a directors’ and officers’ insurance policy pursuant to which GrabAGun’s directors and officers are insured against liability for actions taken in their capacities as directors and officers. Finally, the Charter Documents prohibit any retroactive changes to the rights or protections or increasing the liability of any director or officer in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

We believe these provisions in the Charter Documents are necessary to attract and retain qualified persons as directors and officers.

In addition, GrabAGun has entered into separate indemnification agreements with our directors, officers, and certain employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Texas Business Organizations Code. These agreements, among other things, require GrabAGun to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of GrabAGun’s directors or officers or any other company or enterprise to which the person provides services at GrabAGun’s request.

Corporate Governance Guidelines and Code of Business Conduct

The Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of its directors and director candidates and corporate governance policies and standards applicable to the Company. In addition, the Board has adopted a Code of Business Conduct and Ethics that applies to all of the Company's employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of GrabAGun’s Corporate Governance Guidelines and its Code of Business Conduct and Ethics are posted on the Corporate Governance portion of the Investor Relations section of GrabAGun’s website at www.grabagun.com. GrabAGun intends to make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its website rather than by filing a Current Report on Form 8-K.

Board Leadership Structure

Mr. Nemati serves as our Chairman of the Board and Chief Executive Officer. Currently, the Board believes that having Mr. Nemati serve in the combined role best positions the Company to compete successfully and advance our shareholders’ interests. Mr. Nemati’s significant history with and extensive knowledge of GrabAGun enable him to drive strategy and agenda-setting at the Board level, while maintaining responsibility for executing on that strategy as CEO.

In circumstances where the Chairman of the Board is not independent, it is the Board’s policy, consistent with our Corporate Governance Guidelines, to designate a Lead Independent Director in order to strengthen board independence and performance. Ms. Reisdorf has been our Lead Independent Director since July 2025, and will continue to serve as our Lead Independent Director for fiscal year 2026 subject to her reelection to the Board by our shareholders at the Annual Meeting.

Clawback Policy

We have adopted a Dodd-Frank Compensation Recovery Policy (the “Clawback Policy”) in accordance with NYSE and SEC Rules, pursuant to which the Company will seek to recover any “erroneously awarded” incentive-based compensation received by current or former executive officers during the three completed fiscal years preceding the date the Company is required to prepare an accounting restatement. The Compensation Committee (or a majority of independent directors) administers the policy, including determining the method of recovery and, where permitted, whether recovery is impracticable under the limited exceptions specified in the policy.

The foregoing summary of our Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the Company’s Clawback Policy, a copy of which is included as Exhibit 97.1 to our Annual Report.

Insider Trading Policy; Rule 10b5-1 Trading Plans

We have adopted an insider trading policy (the “Insider Trading Policy”), which sets forth restrictions and procedures related to trading in the Company’s securities on the basis of material nonpublic information by our directors and employees, their immediate family members and entities owned or controlled by them as well as certain other covered persons. The policy also describes instances where certain persons, including our directors and executive officers, must obtain prior approval before engaging in a transaction in our securities. In addition, our Insider Trading Policy sets forth restrictions for trading blackout periods applicable to covered insiders, as well as limited exceptions to such restrictions.

In addition, our Insider Trading Policy prohibits covered persons from purchasing our securities on margin, borrowing against Company securities held in a margin account, or pledging our securities as collateral for a loan. However, in extraordinary situations where a person wishes to pledge Company securities as collateral for a loan (other than a margin loan) and can clearly demonstrate the financial capacity to repay the loan without resort to the pledged Company securities, an exception may be granted.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the Company’s Insider Trading Policy, a copy of which is included as Exhibit 19.1 to our Annual Report.

We have authorized our executive officers to enter into trading plans established according to Rule 10b5-1 of the Exchange Act with an independent broker-dealer (“broker”) designated by the Company. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without subsequent direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time.

Anti-Hedging Policy

Our Insider Trading Policy also prohibits short sales, hedging and other derivative transactions involving GrabAGun securities by covered persons, including short sales of our securities (including short sales “against the box”), purchases or sales of puts, calls, or other derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities.

Communications with Directors

Shareholders and other interested parties may communicate with our Board of Directors or specific members of our Board of Directors, including our independent directors and the members of our various board committees, by submitting a letter addressed to the Board of Directors of GrabAGun Digital Holdings Inc. c/o any specified individual director or directors at the address of our executive offices. Any such letters are sent to the indicated directors.

Director Compensation

Non-Employee Director Compensation

Upon the consummation of the Business Combination, the Board approved the Company’s Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”). Under the policy, the Company pays non-employee directors a cash retainer for service on the Board and for service on each committee of which the director is a member. The chairperson of each committee receives higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each calendar quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board and no fee was payable in respect of any period prior to the completion of the Business Combination.

In addition, under the Non-Employee Director Compensation Policy, each non-employee director will receive, upon his or her initial election or appointment to the Board, an initial equity award under the Company’s 2025 Stock Incentive Plan (the “2025 Stock Incentive Plan”) in the form of restricted stock units (“RSUs”) with a value of $150,000, based on the fair market value of the Company’s common stock on the grant date. Further, each non-employee director elected by the shareholders at our annual meeting of shareholders will receive an annual equity award under the 2025 Stock Incentive Plan in the form of RSUs with a value of $125,000, based on the closing price of the common stock on the last business day preceding the grant date. Initial equity awards and annual equity awards vest on the earlier to occur of (i) first anniversary of the grant date and (ii) the date of the annual meeting of shareholders, subject to the non-employee director’s service as a director through the vesting date (unless otherwise provided at the time of grant). Each equity award will accelerate in full upon a change in control of the Company.

The Company will reimburse non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which they serve.

We believe that equity compensation helps to further align the interests of our directors with those of our shareholders because the value of directors’ share ownership will rise and fall with that of our other shareholders. No equity awards will include any form of “gross-up payment” to cover taxes. Additionally, there is a limit on the number of shares of the Company’s common stock granted to each non-employee director such that the fair market value of equity-based awards and the amount of any cash-based awards granted to a non-employee director during any calendar year will not exceed $750,000 (or $950,000 in the director’s initial year of service).

2025 Director Compensation

Proposal 2 – Ratification of the Company’s Independent Registered Accounting Firm

Ratification of 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

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm (“independent auditor”). To execute this responsibility, the Audit Committee annually evaluates the independent auditor’s qualifications, performance, and independence. In considering the appointment of the independent auditor, the Audit Committee annually evaluates the independent auditor’s performance relative to various qualifications, including (i) the quality of services and sufficiency of resources provided by the independent auditor firm and engagement team, (ii) communication and interaction with the independent auditor, and (iii) the independent auditor’s independence, objectivity, and professional skepticism.

The Audit Committee has appointed Weaver and Tidwell, L.L.P. (“Weaver”) as the Company’s independent auditor for the fiscal year ending December 31, 2026. Weaver’s background knowledge of the Company and its subsidiaries, combined with its industry expertise, has enabled it to carry out its audits of the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of Weaver as our independent auditor is in the best interest of the Company and its shareholders.

We request that our shareholders ratify the appointment of Weaver as GrabAGun’s independent auditor for the fiscal year ending December 31, 2026. If the shareholders do not ratify such appointment, the Audit Committee will take note and may reconsider its retention of Weaver. If such appointment is ratified, the Audit Committee will still have the discretion to replace Weaver at any time during the year. Representatives of Weaver are expected to be present at the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to questions from shareholders regarding their audit of our consolidated financial statements for the fiscal year ending December 31, 2025.

Recommendation of the Board

Change in our Independent Registered Accounting Firm in July 2025

On July 17, 2025, the Audit Committee approved the engagement of Weaver as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2025. Weaver served as the independent registered public accounting firm of Metroplex prior to the merger and other transactions contemplated by the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed on July 16, 2025 (“Resignation Date”) that it would be replaced by Weaver as the Company’s independent registered public accounting firm following the closing of the Business Combination.

The report of Withum on the Company’s consolidated balance sheet as of December 31, 2024, and the related consolidated statement of operations, changes in stockholders’ deficit and cash flows for the period from December 30, 2024 (inception) through December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained a paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern because of the Company’s liquidity condition, date for mandatory liquidation and subsequent dissolution.

During the period from December 30, 2024 (inception) through December 31, 2024, and the subsequent interim period through the Resignation Date, there were no disagreements between the Company and Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreement in connection with its report covering such period.

During the period from December 30, 2024 (inception) through December 31, 2024, and subsequent interim period through the Resignation Date, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act (“Regulation S-K”)).

During the period from December 30, 2024 (inception) through July 17, 2025, neither the Company nor anyone on the Company’s behalf consulted with Weaver regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by Weaver that Weaver concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Independent Registered Accounting Firm’s Fees and Services

As described above, Weaver was appointed as our independent registered accounting firm in July 2025, upon the dismissal of Withum. Weaver served as the independent registered public accounting firm of Metroplex prior to the Business Combination, beginning in December 2024. The fees of Weaver presented below are not representative of the fees to be billed by Weaver for the Company as a public company, but are presented solely to provide our shareholders with a basis to understand our historical relationship with Weaver.

The following table presents the aggregate fees billed by Weaver and Withum (including fees billed to Metroplex, in the case of Weaver, and to Colombier in the case of Withum), for the fiscal years

ended December 31, 2025 and 2024. These fees are categorized as audit fees, audit-related fees, tax fees and all other fees. The nature of the services provided in each category is described following the table.

Pre-Approval Policy of the Audit Committee

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Prior to the Business Combination, all of the services listed in the table above provided by Withum and Weaver to the Company and Metroplex were approved by each company in accordance with its respective policies then in effect.

EXECUTIVE COMPENSATION

Unless otherwise indicated or the context otherwise requires, references in this section of the Proxy Statement to the “Company,” “GrabAGun,” “we,” “us” or “our” are intended to refer to (i) following the Business Combination, GrabAGun Digital Holdings Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Metroplex Trading Company LLC. The following discussion of the compensation arrangements of our named executive officers for the fiscal years ended December 31, 2025 and December 31, 2024 reflects both compensation from Metroplex Trading Company LLC (prior to the closing of the Business Combination) and compensation from the Company (from the date of the closing of the Business Combination through December 31, 2025), and should be read together with the compensation tables and related disclosures provided below.

Because we are an emerging growth company within the meaning of the Securities Act, we have opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the Exchange Act. This section discusses the material elements of compensation, for the fiscal years ended December 31, 2025 and December 31, 2024, awarded to, earned by or paid to our principal executive officer and our two most highly compensated executive officers (other than our principal executive officer) serving as executive officers at the end of the fiscal year ended December 31, 2025, each of whom also served as an executive officer of Metroplex prior to the closing of the Business Combination. These three individuals are referred to as our “named executive officers” or “NEOs”.

Our NEOs are as follows:

Summary Compensation Table

Narrative Disclosure to Summary Compensation Table

Executive Compensation Prior to the Business Combination

Prior to the consummation of the Business Combination on July 15, 2025, Messrs. Hilty received annual base salaries of $180,000 and no bonuses or equity-based awards. Their primary compensation consisted of distributions of profits based on their ownership interests in the Company.

Employment Agreements

Effective upon the closing of the Business Combination, each of Messrs. Nemati, Vittitow and Hilty entered into an employment agreement with us (the “Employment Agreements”). The Employment Agreements with Messrs. Nemati, Vittitow and Hilty extend for a period of three years, with automatic renewal for one year upon expiration. Pursuant to these Employment Agreements, Messrs. Nemati, Vittitow and Hilty have agreed to devote all of their time, attention and ability, to our business as our President and Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, respectively. The Employment Agreements provide that Messrs. Nemati, Vittitow and Hilty will receive an initial base salary during 2025 at an annual rate of $550,000, $425,000 and $425,000, respectively, for services rendered in such positions, with annual base salary increases as reviewed and adjusted by the Board. In addition, the Employment Agreement Agreements provide for discretionary annual cash bonuses based on the financial results for the fiscal year or such other

performance goals established by the Board (or Compensation Committee) in consultation with the executive. The cash bonuses range from up to 50% of the executive’s annual base salary for Messrs. Vittitow and Hilty to up to 100% of the executive’s annual base salary for Mr. Nemati. In addition, pursuant to the terms of the Employment Agreements and as subsequently approved by the Board, Messrs. Nemati, Vittitow and Hilty were granted awards under the 2025 Stock Incentive Plan of 200,000, 100,000 and 100,000 RSUs, respectively, to vest over three years in twelve equal quarterly installments, subject to the executive’s continued performance of service for GrabAGun through each vesting date. We have agreed to pay or reimburse each executive for all reasonable business expenses in the ordinary course of performing his duties, subject to customary practices and policies as are in effect with respect to travel, entertainment and other business-related activities.

The Employment Agreements also provide for severance benefits and benefits upon a termination at, following, or in connection with the resignation, change in control, or other termination of an NEO. as detailed below under “Termination and Change in Control Benefits.”

The Employment Agreements also provide that GrabAGun will indemnify each of Messrs. Nemati, Vittitow and Hilty to the fullest extent permitted by law and/or our 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 executive is or was an employee, officer, or director of GrabAGun, and that GrabAGun will 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.

In addition, the Employment Agreements incorporate by reference the terms of the Non-Competition and Non-Solicitation Agreements previously executed by the executives in favor of GrabAGun and its subsidiaries (the “Covered Parties”). Pursuant to these agreements, the executives agreed for a period of three years after the closing of the Business Combination not to compete with the Covered Parties and not to solicit the employees and customers of the Covered Parties. Each executive also agreed not to disparage the Covered Parties and to customary confidentiality requirements.

Executive Compensation after the Business Combination

The Compensation Committee’s approach to executive compensation is guided by the following core objectives:

In establishing compensation for the NEOs in connection with the Company’s listing, the Company considered competitive market data for executive roles at companies of comparable size, stage, and complexity, with reference to both the broader eCommerce and technology-enabled retail sector and the specific demands of operating in a regulated industry. The Company did not formally adopt a named peer group for fiscal 2025, reflecting the transitional nature of the Company's first partial year as a public company, and expects to consider establishing a formal peer group for benchmarking compensation decisions in either fiscal 2026 or fiscal 2027.

Overview of Fiscal 2025 Compensation

Fiscal 2025 was the Company’s first partial year as a publicly traded company, having closed the Business Combination in July 2025. The compensation program for the NEOs reflects the transitional nature of that period. Base salaries of our NEOs were established under their Employment Agreements, the terms of which were negotiated prior to the closing of the Business Combination: Marc Nemati, President and Chief Executive Officer — $550,000; Matt Vittitow, Chief Operating Officer — $425,000; and Justin Hilty, Chief Financial Officer — $425,000. No formal annual incentive plan with pre-established quantitative performance goals was in place for fiscal 2025 and the NEOs’ Employment Agreements contain contractual provisions relating to annual discretionary bonuses, as described above.

Fiscal 2025 One-Time Discretionary Bonus Awards

In November 2025, the Compensation Committee approved one-time discretionary cash bonus awards to each NEO in recognition of their contributions during fiscal 2025. The Company’s listing required the named executive officers to simultaneously manage the operational demands of a growing business and the organizational requirements of becoming a public company — including financial reporting infrastructure, internal controls, investor relations, and governance practices — in a compressed timeframe and without the benefit of a full fiscal year.

In determining award amounts, the Compensation Committee considered each officer’s individual performance and leadership contributions, the successful build-out of the executive team and public-company infrastructure, and the overall financial and operational performance of the business. No formal bonus plan, binding performance formula, or pre-established payout schedule was applied to these awards. In determining award amounts, the Compensation Committee attributed greater weight to the Chief Executive Officer’s role given the disproportionate demands placed on that position during the Company’s transition to public company status, and his outsized contribution to the outcomes achieved during fiscal 2025. These awards are not intended to be indicative of the ongoing incentive compensation structure going forward.

Because each NEO commenced employment upon the closing of the Business Combination in July 2025, actual salary earned was prorated from each NEO’s respective start date through December 31, 2025. Awards were calculated by applying the applicable percentage determined by the Compensation Committee to each NEO’s actual prorated salary earned, reflecting the Compensation Committee’s view that each officer performed at the level of his full role throughout the period of employment.

Transition to Structured Incentive Compensation for Fiscal 2026

The Compensation Committee has established a formal Annual Incentive Plan for fiscal 2026 with established performance goals tied to financial metrics. Fiscal 2025 discretionary awards are a

one-time occurrence reflecting the unique circumstances of the Company’s first partial year as a public company and are not indicative of the Company’s compensation structure on a go-forward basis.

Outstanding Equity Awards as of December 31, 2025

The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of December 31, 2025.

Additional Narrative Disclosure

Termination and Change in Control Benefits

The Employment Agreements of our NEOs provide for certain payments and benefits in the event of certain terminations of employment. The material terms of such arrangements are described below.

In the event any of the Employment Agreements are terminated by GrabAGun without “Cause” (as defined below) or by the executive for “Good Reason” (as defined below) other than during a "Change in Control Period" (as defined below), the executive will be entitled to receive (i) the executive’s then-current annual base salary for the greater of (x) two years for Mr. Nemati and one year for Messrs. Vittitow and Hilty, and (y) the remaining duration of the three-year initial employment period, (ii) a lump sum payment equal to 100% of the target annual bonus for the year in which the termination occurs, (iii) the amount of any annual bonus not yet paid for a full calendar year and (iv) COBRA health continuation for up to 18 months (collectively, “Severance Benefits”).

In the event any of the Employment Agreements are terminated by us without “Cause” or by the executive for “Good Reason,” in either case within the period beginning three months before and ending twelve months after a “Change in Control” (as defined in the Employment Agreements) (the “Change in Control Period”), the executive will be entitled to receive, in lieu of the Severance Benefits described above, (i) a lump sum payment of (x) three years of base salary and (y) an amount equal to 150% of his target bonus for the year of termination (or, if higher, the executive’s target bonus immediately prior to the “Change in Control”), (ii) a lump sum payment equal to 100% of his target bonus for the year of termination (or, if higher, the executive’s target bonus immediately prior to the “Change in Control”) pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, and (iii) COBRA health continuation for up to two years. In addition, all of the executive’s then-unvested equity awards (including any stock options or

RSUs) will vest and become fully exercisable or non-forfeitable as of the later of the date of the “Change in Control” and the executive’s termination date.

For purposes of the Employment Agreements:

The Employment Agreements also contain a Section 280G limited cutback, in which each of Messrs. Nemati, Vittitow and Hilty are entitled to receive the greater of (x) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (y) the amount of parachute payments such executive would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which the executive becomes subject to excise tax imposed by Section 4999 of the Code.

Retirement Benefits

Our NEOs are eligible to participate in our 401(k) plan, which is a defined contribution plan offered to all of our full-time employees. There are no other retirement benefit arrangements covering our NEOs.

Report of the Audit Committee

The Audit Committee has reviewed and discussed with management our audited consolidated financial statements included in the Company’s Annual Report.

The Audit Committee also discussed with Weaver the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit Committee received the written disclosures and the letter from Weaver required by applicable requirements of the PCAOB regarding Weaver’s communication with the Audit Committee concerning independence and has discussed with Weaver their independence.

Based upon the review and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Annual Report for filing with the SEC. We have selected Weaver as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and have approved submitting the selection of the independent registered public accounting firm for ratification by the shareholders of the Company.

Submitted by the Audit Committee of the Board:

Andrew J. Keegan, Chair

Blake Masters

Kelly Reisdorf

The material in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” with the SEC. This Audit Committee Report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent we specifically incorporate it by reference into such filing.

Information About Stock Ownership

Security Ownership of Certain Beneficial Owners and Management

Overview

The table below provides information concerning beneficial ownership of our common stock as of the record date, by (1) each director, director nominee, and named executive officer of our company, (2) each of our executive officers and directors, and (3) each person known by the Company to be the beneficial owner of more than 5% of a class of our voting securities on the record date.

The following table is based upon information supplied by directors, executive officers and principal shareholders; and Schedule 13G, Schedule 13D and Section 16 filings filed with the SEC through the record date. The column in the table entitled “% of Common Stock” is based upon 29,400,075 shares of common stock outstanding as of the record date.

* Represents beneficial ownership of less than one percent of our outstanding common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2025 regarding the Company’s compensation plans under which the Company’s equity securities are authorized for issuance.